AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 2002
                                                 REGISTRATION NO. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM S-4

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------

                             GREIF BROS. CORPORATION
             (Exact name of registrant as specified in its charter)

                                                       
            DELAWARE                     3412                    31-4388903
(State or other jurisdiction of (Primary Standard Industrial  (I.R.S. Employer
 incorporation or organization)     Classification Code)     Identification No.)

                            (continued on next page)

                                             Gary R. Martz, Esq.
                                             Senior Vice President,
                                             General Counsel and Secretary
                                             Greif Bros. Corporation
425 Winter Road                              425 Winter Road
Delaware, Ohio 43015                         Delaware, Ohio 43015
(740) 549-6000                               (740) 549-6000
(Address, including zip code,                (Name, address, including zip code,
and telephone number, including              and telephone number, including
area code, of registrant's principal         area code, of agent for service of
executive offices)                           process)

                                   Copies to:
                            Joseph P. Boeckman, Esq.
                              Baker & Hostetler LLP
                        65 East State Street, Suite 2100
                              Columbus, Ohio 43215
               Telephone: (614) 462-4737 Facsimile (614) 462-2616

                                ----------------

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.

If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box: [_]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]

                                ----------------

                        CALCULATION OF REGISTRATION FEE

- -----------------------------------------------------------------------------------------------------------------------
                                                                         Proposed         Proposed
                                                                          Maximum         Maximum
                                                          Amount         Offering        Aggregate        Amount of
              Title of Each Class of                      To be          Price Per     Offering Price   Registration
            Securities to be Registered                 Registered       Security           (1)              Fee
- -----------------------------------------------------------------------------------------------------------------------
                                                                                             
8 7/8% Senior Subordinated Notes due 2012............. $250,000,000        100%         $250,000,000     $23,000.00
- -----------------------------------------------------------------------------------------------------------------------
Guarantees of 8 7/8% Senior Subordinated Notes due
2012 (2).............................................. $250,000,000         --               --              (3)
- -----------------------------------------------------------------------------------------------------------------------

(1)  Represents the maximum principal amount at maturity of 8 7/8% Senior
     Subordinated Notes due 2012 that may be issued pursuant to the exchange
     offer described in this registration statement. The registration fee was
     calculated pursuant to Rule 457(f) under the Securities Act of 1933.
(2)  The guarantors are wholly-owned subsidiaries of Greif Bros. Corporation and
     have guaranteed the notes being registered.
(3)  Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee
     is payable for the Guarantees.

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

(cover page, continued)

                                              ADDITIONAL REGISTRANTS
                                                                                       
                                        AMERICAN FLANGE & MANUFACTURING CO., INC.
                                  (Exact name of registrant as specified in its charter)
            DELAWARE                                    3412                                 13-0431355
(State or other jurisdiction of     (Primary Standard Industrial Classification Code)        (I.R.S. Employer Identification No.)
incorporation or organization)

                                                  BARZON CORPORATION
                                  (Exact name of registrant as specified in its charter)
            DELAWARE                                    3412                                 31-1669482
(State or other jurisdiction of     (Primary Standard Industrial Classification Code)        (I.R.S. Employer Identification No.)
incorporation or organization)

                                               GREAT LAKES CORRUGATED CORP.
                                  (Exact name of registrant as specified in its charter)
              OHIO                                      2650                                 34-1396481
(State or other jurisdiction of     (Primary Standard Industrial Classification Code)        (I.R.S. Employer Identification No.)
incorporation or organization)
                                              GREIF BROS. CORP. OF OHIO, INC.
                                  (Exact name of registrant as specified in its charter)
            DELAWARE                                    3412                                 04-3085566
(State or other jurisdiction of     (Primary Standard Industrial Classification Code)        (I.R.S. Employer Identification No.)
incorporation or organization)

                                               GREIF BROS. SERVICE CORP.
                                  (Exact name of registrant as specified in its charter)
            DELAWARE                                    3412                                 31-1652230
(State or other jurisdiction of     (Primary Standard Industrial Classification Code)        (I.R.S. Employer Identification No.)
incorporation or organization)

                                                 GREIF CONTAINERS, INC.
                                  (Exact name of registrant as specified in its charter)
            DELAWARE                                    3412                                 36-3268123
(State or other jurisdiction of     (Primary Standard Industrial Classification Code)        (I.R.S. Employer Identification No.)
incorporation or organization)

                                                 GREIF U.S. HOLDINGS, INC.
                                  (Exact name of registrant as specified in its charter)
            NEVADA                                      3412                                 31-1753837
(State or other jurisdiction of     (Primary Standard Industrial Classification Code)        (I.R.S. Employer Identification No.)
incorporation or organization)

                                                  SIRCO SYSTEMS, LLC
                                  (Exact name of registrant as specified in its charter)
            DELAWARE                                    3412                                 63-1173694
(State or other jurisdiction of     (Primary Standard Industrial Classification Code)        (I.R.S. Employer Identification No.)
incorporation or organization)

                                                      SOTERRA LLC
                                  (Exact name of registrant as specified in its charter)
            DELAWARE                                    0811                                 31-1667714
(State or other jurisdiction of     (Primary Standard Industrial Classification Code)        (I.R.S. Employer Identification No.)
incorporation or organization)

                                                  TAINER TRANSPORT, INC.
                                  (Exact name of registrant as specified in its charter)
            DELAWARE                                    4212                                 31-1298401
(State or other jurisdiction of     (Primary Standard Industrial Classification Code)        (I.R.S. Employer Identification No.)
incorporation or organization)

                                                       TREND-PAK, INC.
                                  (Exact name of registrant as specified in its charter)
              OHIO                                      2650                                 34-1478745
(State or other jurisdiction of     (Primary Standard Industrial Classification Code)        (I.R.S. Employer Identification No.)
incorporation or organization)

The information in this prospectus is not complete and may be changed. We may
not offer these securities for exchange until the prospectus is delivered in
final form. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.

                                                    Subject to Completion, dated
                                                              September 26, 2002
PROSPECTUS

                              Offer To Exchange All

                        8 7/8% Senior Subordinated Notes
                                    Due 2012

                                       of

                         Greif Bros. Corporation [Logo]

                    THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM
             NEW YORK CITY TIME, ON _________, 2002, UNLESS EXTENDED

TERMS OF THE EXCHANGE OFFER:

..    We are offering to exchange $250,000,000 aggregate principal amount of
     registered 8 7/8% Senior Subordinated Notes for all of the original
     unregistered 8 7/8% Senior Subordinated Notes due 2012 that were originally
     issued on July 31, 2002.

..    The terms of the exchange notes will be substantially identical to the
     original notes, except for transfer restrictions and registration rights
     relating to the original notes.

..    You may withdraw tendered outstanding original notes at any time prior to
     the expiration of the exchange offer.

..    The exchange of outstanding original notes will not be a taxable exchange
     for U.S. federal income tax purposes.

..    We will not receive any proceeds from the exchange offer.

..    There is no existing market for the exchange notes to be issued, and we do
     not intend to apply for their listing on any securities exchange or arrange
     for them to be quoted on any quotation system.

         See the section entitled "Description of Notes" that begins on page 68
for more information about the notes to be issued in this exchange offer.

         Each broker-dealer that receives exchange notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of exchange notes received in exchange for outstanding notes where
such outstanding notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. We have agreed that,
starting on the Expiration Date (as defined herein) and ending on the close of
business one year after the Expiration Date, we will make this prospectus
available to any broker-dealer for use in connection with any such resales. See
"Plan of Distribution."

         This investment involves risks. See the section entitled "Risk Factors"
that begins on page 14 for a discussion of the risks that you should consider
prior to tendering your outstanding original notes in the exchange.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                   This prospectus is dated __________, 2002.

                                      -1-

                     IMPORTANT TERMS USED IN THIS PROSPECTUS

         Unless the context indicates or otherwise requires, the terms "Greif,"
"our Company," "we," "us" and "our" as used in this prospectus refer to Greif
Bros. Corporation and its consolidated subsidiaries.

                        REFERENCE TO ADDITIONAL MATERIAL

         This prospectus incorporates important business and financial
information about Greif that is not included or delivered with this prospectus.
Such information is available without charge by written or verbal request to
John K. Dieker, Vice President and Corporate Controller, Greif Bros.
Corporation, 425 Winter Road, Delaware, Ohio 43015, telephone number (740)
549-6000. If you would like to request copies of these documents, please do so
by ___________, 2002, in order to receive them before the expiration of the
Exchange Offer.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         We have filed the following documents with the Securities and Exchange
Commission (the "SEC") which are incorporated into this prospectus by reference:

         .    Greif's Current Report on Form 8-K dated August 28, 2002.

         .    Greif's Quarterly Report on Form 10-Q for the quarter ended July
              31, 2002.

         All documents subsequently filed by Greif pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of this prospectus and prior to the termination
of the offering of the exchange notes offered by this prospectus shall be deemed
to be incorporated by reference into this prospectus and to be a part of this
prospectus from the date of filing of such document. Any statement contained in
this prospectus or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained in this prospectus or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus. You may obtain a copy of
our filings with the SEC at no cost, by writing or telephoning us at Greif Bros.
Corporation, 425 Winter Road, Delaware, Ohio 43015, telephone number (740)
549-6000.

         When we refer to this prospectus, we mean not only this prospectus but
also any documents which are incorporated or deemed to be incorporated in this
prospectus by reference. You should rely only on the information incorporated by
reference or provided in this prospectus or any supplement. We have not
authorized anyone else to provide you with different information. This
prospectus is used to offer and sell the exchange notes referred to in this
prospectus, and only under circumstances and in jurisdictions where it is lawful
to do so. The information contained in this prospectus is current only as of the
date of this prospectus.

                                      -2-

                 DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

     All statements other than statements of historical facts included in this
prospectus, including, without limitation, statements regarding our future
financial position, business strategy, budgets, projected costs, goals and plans
and objectives of management for future operations, are forward-looking
statements. In addition, forward-looking statements generally can be identified
by the use of forward-looking terminology such as "may," "will," "expect,"
"intend," "estimate," "anticipate," "project," "believe" or "continue" or the
negative thereof or variations thereon or similar terminology. Although we
believe that the expectations reflected in forward-looking statements have a
reasonable basis, we can give no assurance that these expectations will prove to
have been correct. Forward-looking statements are subject to risks and
uncertainties that could cause actual events or results to differ materially
from those expressed in or implied by the statements. Important factors that
could cause actual results to differ materially from our expectations are
disclosed under "Risk Factors" and elsewhere in this prospectus, including,
without limitation, the factors set forth below and in conjunction with the
forward-looking statements included in this prospectus. All subsequent written
and oral forward-looking statements attributable to us, or persons acting on our
behalf, are expressly qualified in their entirety by the cautionary statements.

     Factors that could cause actual results to differ materially from our
expectations include the following:

     .    changing trends and demands in the industries in which we compete,
          including industry over-capacity;

     .    general economic and business conditions, including a prolonged or
          substantial economic downturn;

     .    increases in our leverage;

     .    interest rate increases;

     .    political instability in those foreign countries where we manufacture
          and sell our products;

     .    foreign currency fluctuations and devaluations;

     .    our ability to implement our business and growth strategies and to
          maintain and enhance our competitive strengths;

     .    our ability to obtain financing for general corporate purposes;

     .    intense industry competition;

     .    availability of key personnel;

     .    availability and costs of raw materials for the manufacture of our
          products, particularly steel and resin; and

     .    increases in the cost of compliance with laws and regulations,
          including environmental laws and regulations.

                                      -3-

                               PROSPECTUS SUMMARY

      The following summary highlights some of the information from this
prospectus and does not contain all the information that is important to you.
Before deciding to participate in the exchange offer, you should read the entire
prospectus, including the section entitled "Risk Factors" and our consolidated
financial statements and the related notes. Some statements in this Prospectus
Summary are forward-looking statements. See "Disclosure Regarding
Forward-Looking Statements."

                                   The Company

General

      We are a leading global producer of industrial shipping containers with
manufacturing facilities located in 41 countries. We offer a comprehensive line
of industrial shipping container products, such as steel, fibre and plastic
drums, intermediate bulk containers, closure systems for industrial shipping
containers, and polycarbonate water bottles, which we complement with a variety
of value-added services. Our global presence and full range of products uniquely
position this business to offer our customers a single source for their
packaging needs and to be responsive to global market changes. We also produce
containerboard and value-added corrugated products for niche markets in the
United States and Canada. We own timberland in the southeastern United States
which we cut and sell to third parties, as well as manage to maximize long-term
value. Our customers range from Fortune 500 companies to medium and small-sized
companies in a cross section of industries. Our manufacturing facilities are
strategically located near many of our customers, reducing transportation costs.

      For the twelve months ended July 31, 2002, we had consolidated net sales
of $1.64 billion and Adjusted EBITDA (as defined on page 13) of $202.3 million,
including the results of our unrestricted timber subsidiary. During this same
period, we generated approximately 39% of our consolidated net sales from
markets outside North America. For the twelve months ended July 31, 2002, our
Industrial Shipping Containers segment represented 77% of consolidated net
sales, our Containerboard & Corrugated Products segment represented 20% of
consolidated net sales and our Timber segment represented 3% of consolidated net
sales.

Industrial Shipping Containers

      Our acquisition of Van Leer Industrial Packaging in March 2001 transformed
us into a global provider with a full range of industrial shipping container
products and services. The successful integration of this business allowed us to
realize significant synergies by improving operating efficiencies from the
consolidation of facilities and personnel, achieving economies of scale in
purchasing, sales and marketing efforts, and enhancing manufacturing
flexibility.

      Based on our internal estimates, we believe that we have the following
market positions for our industrial shipping container products:

                                                          Market Position
                                                          ---------------
           Product                                   United States      Global
           -------                                   -------------      ------
           Steel drums ...........................        #1              #1
           Fibre drums ...........................        #1              #1
           Closure systems .......................        #1              #1
           Plastic drums .........................        #2              #3
           Intermediate bulk containers ..........        #3              #4

      We seek to provide complete packaging solutions to our customers by
offering a comprehensive range of products and services on a global basis. Our
full range of shipping container products and numerous manufacturing facilities
uniquely position us to offer our customers a single source for their packaging
needs, respond to global market changes, and capitalize on faster growing
markets such as Eastern Europe and Asia. With increasing customer demand for
container life-cycle management, we also offer packaging services that include
cleaning, recycling, disposal, trip leasing, filling, warehousing, outgoing
logistics, onsite packaging and vendor management. We sell our products globally
to customers in industries such as chemicals, paints and pigments, food and
beverage, petroleum, industrial coatings, agricultural, pharmaceutical and
mineral, among others.

                                      -4-

     Our Industrial Shipping Containers segment generated net sales of $1,268.9
million and EBITDA of $123.3 million for the twelve months ended July 31, 2002.

Containerboard & Corrugated Products

     We concentrate on providing value-added, higher-margin corrugated products
to niche markets complemented by a comprehensive range of packaging services, in
comparison to many large paper companies which focus on high-volume, commodity
production. We are also a regional producer of containerboard and corrugated
sheets. Our highly integrated operations help stabilize the results of this
business. In fiscal 2001, our corrugated sheet, multiwall and fibre drum
operations, including our CorrChoice, Inc. joint venture, consumed an amount of
containerboard equal to approximately 70% of the containerboard tons produced by
our two mills. We believe the cost positions of our containerboard mills are
among the lowest in North America.

     We sell our containerboard, corrugated sheets and other corrugated products
and multiwall bags to customers in North America in the packaging, automotive,
food, and building products industries, among others. We also have an
approximate 63% ownership interest in CorrChoice, Inc., an unconsolidated joint
venture which manufactures corrugated sheets. Our corrugated container products
are used to ship such diverse products as home appliances, small machinery,
grocery products, building products, automotive components and books and
furniture. Our industrial and consumer multiwall bags are used to ship a wide
range of industrial and consumer products primarily for the agricultural,
chemical, building products and food industries.

     Our Containerboard & Corrugated Products segment generated net sales of
$333.9 million and EBITDA of $53.3 million for the twelve months ended July 31,
2002.

Timber

     As of July 31, 2002, we owned approximately 272,500 acres of timberland in
the southeastern United States. We manage our timber properties to generate
maximum revenue and earnings for the long term. We focus on optimizing our
annual yields by maintaining consistent cutting schedules and enhancing future
growth through intensive management and regeneration. Because we believe pine
timberland will provide the best long-term sustainable yields, in recent years
we have entered into transactions to sell substantially all of our hardwood
timberlands and subsequently acquire pine timberlands.

     Our Timber segment generated net sales of $39.3 million and EBITDA of $44.2
million for the twelve months ended July 31, 2002. EBITDA, but not net sales,
included a $10.1 million gain on timberland sales which occurred during that
period. Soterra LLC, our subsidiary that owns and operates our timber business
in the United States ("Soterra"), is an unrestricted subsidiary under the
indenture governing the notes. See "Risk Factors--The subsidiary that conducts
our timber operations in the United States is an unrestricted subsidiary" and
"Description of Notes."

Competitive Strengths

     Leading Market Position. We are a leading global producer of a
comprehensive line of industrial shipping container products. Based on our
internal estimates, we believe that we are the largest global and United States
producer of steel drums, fibre drums, and closure systems, and we hold leading
global and United States market positions in the production of plastic drums and
intermediate bulk containers.

     Global Presence. We have facilities in 41 countries and generated
approximately 39% of our consolidated net sales from markets outside North
America for the twelve months ended July 31, 2002. Our global presence provides
us with access to faster growing foreign markets; insulates us from economic
downturns in any one country or region; enables us to respond to our customers'
changing needs; offers us the flexibility to shift resources in response to
changes in global or regional conditions; and allows us to effectively service
multinational customers. Our size and global reach enable us to realize
economies of scale and cost savings by consolidating our purchasing, sales and
marketing efforts.

     Comprehensive Portfolio of Product Lines. We offer a comprehensive
portfolio of product lines in our industrial shipping container segment, which
enables us to offer our customers a single source for their packaging needs and
to be responsive to global market changes. We have also developed numerous
specialty products and applications for our corrugated products customers. Our
ability to tailor our products and services to our customers' needs allows us to
develop strong, long-term customer relationships and enhances profitability.

                                       -5-

     Diverse and Multinational Customer Base. We have developed longstanding
relationships with prominent customers such as BASF Corporation, Bayer
Corporation, BP p.l.c., The Dow Chemical Company, Exxon Mobil Corporation,
Imperial Chemical Industries PLC, International Paper Company, Kraft Foods Inc.,
PPG Industries, Inc., Temple-Inland Inc., Total Fina Elf S.A. and Weyerhaeuser
Company. These large multinational corporations represent a range of industries,
which we believe creates a strong, stable revenue source for our products and
services. Moreover, we do not depend upon any one particular customer, as our
ten largest customers accounted for less than 20% of our net sales in fiscal
2001.

     Significant Operating Leverage. We believe our existing facilities have
sufficient capacity to meet future growth in market demand for our products
without significant capital expenditures. We believe we are positioned to
profitably capitalize on an increase in demand which would result from an
economic recovery.

     Experienced Management Team. We have an experienced management team that
has managed our operations during various industry cycles. This experience
facilitated the acquisition of Van Leer Industrial Packaging and other recent
acquisitions and joint ventures and their successful integration into our
existing operations.

Business Strategy

     We plan to build on our strengths by continuing to develop products and
services that represent comprehensive packaging solutions for our customers. In
addition, we intend to enhance our profitability by continuing to rationalize
our operations, capitalize on our global resources and focus on high-margin
products and services, as well as making targeted acquisitions when the
opportunity is presented.

     Our business segment strategies are as follows:

     Industrial Shipping Containers

          .    Further extend our product and service offerings

          .    Leverage our full product line and global resources to serve our
               multinational customers

          .    Strategically implement packaging solutions

          .    Optimize manufacturing operations

      Containerboard & Corrugated Products

          .    Continue to provide distinctive, value-added corrugated packaging
               and services

          .    Extend product expertise into specialty product offerings

          .    Expand sales in multiwall bag business in targeted industry
               segments

          .    Maintain cost-effectiveness and reliability of our containerboard
               mills and corrugated operations

      Timber

          .    Maintain long-term focus on pine timberland

          .    Grow future value through intensive management and regeneration

          .    Increase timberland holdings by selling timberland with a higher
               and better use, or limited management potential, and reinvesting
               the sale proceeds to acquire additional timberland with a lower
               cost per acre

                                      -6-

Recent Events

     On August 23, 2002, we amended and restated our senior credit facility. As
amended, the senior credit facility consists of a $250.0 million revolving
multicurrency credit facility (the prior revolving credit facility was $150.0
million) maturing in February 2006, and a $300.0 million term loan maturing in
August 2009.

Additional Information About Our Company

     Greif Bros. Corporation is a Delaware corporation. Our principal executive
offices are located at 425 Winter Road, Delaware, Ohio 43015. The telephone
number of our executive offices is (740) 549-6000.

The Exchange Offer

The Initial Offering of Notes ....... On July 31, 2002, we issued in a private
                                      placement 8 7/8% Senior Subordinated Notes
                                      due 2012 (the "original notes") to the
                                      initial purchasers. The initial purchasers
                                      subsequently resold the original notes to
                                      qualified institutional buyers pursuant to
                                      Rule 144A under the Securities Act of
                                      1933, as amended (the "Securities Act")
                                      and to persons outside the United States
                                      under Regulation S.

Registration Rights Agreement ....... Contemporaneously with the initial sale of
                                      the original notes, we entered into a
                                      registration rights agreement with the
                                      initial purchasers in which we agreed,
                                      among other things, to file a registration
                                      statement with the SEC and to complete an
                                      exchange offer as promptly as possible.
                                      This exchange offer is intended to satisfy
                                      those rights set forth in the registration
                                      rights agreement. After the exchange offer
                                      is complete, you will not have any further
                                      rights under the registration rights
                                      agreement, including the right to require
                                      us to register any outstanding notes that
                                      you do not exchange or to pay you
                                      liquidated damages.

The Exchange Offer .................. We are offering to exchange the $250.0
                                      million aggregate principal amount of 8
                                      7/8% Senior Subordinated Notes due 2012
                                      (the "exchange notes"), which have been
                                      registered under the Securities Act, for
                                      the same aggregate principal amount of the
                                      original notes.

                                      The terms of the exchange notes are
                                      identical in all material respects to the
                                      terms of the original notes for which they
                                      are being exchanged.

                                      The original notes may be tendered only in
                                      $1,000 increments. We will exchange the
                                      applicable exchange notes for all original
                                      notes that are validly tendered and not
                                      withdrawn prior to the expiration of the
                                      exchange offer. We will cause the exchange
                                      to be effected promptly after the
                                      expiration of the exchange offer.

                                      The new registered exchange notes will
                                      evidence the same debt as the old original
                                      notes and will be issued under and
                                      entitled to the benefits of the same
                                      indenture that governs the old original
                                      notes. Holders of the original notes do
                                      not have any appraisal or dissenter rights
                                      in connection with the exchange offer.
                                      Because we have registered the exchange
                                      notes, the exchange notes will not be
                                      subject to transfer restrictions and
                                      holders of original notes will have no
                                      registration rights.

If You Fail to Exchange Your
   Outstanding Notes ................ If you do not exchange your outstanding
                                      notes for exchange notes in the exchange
                                      offer, you will continue to be subject to
                                      the restrictions on transfer provided in
                                      the outstanding original notes and
                                      indenture governing those notes. In
                                      general, you may not offer or sell your
                                      outstanding notes unless they are
                                      registered under the federal securities
                                      laws or are sold in a transaction exempt

                                      -7-

                                      from or not subject to the registration
                                      requirements of the federal securities
                                      laws and applicable state securities laws.

Procedures for Tendering Notes ...... If you wish to tender your outstanding
                                      notes for exchange notes, you must:

                                      .   complete and sign the enclosed letter
                                          of transmittal by following the
                                          related instructions, and

                                      .   send the letter of transmittal, as
                                          directed in the instructions, together
                                          with any other required documents, to
                                          the exchange agent either (1) with the
                                          outstanding notes to be tendered, or
                                          (2) in compliance with the specified
                                          procedures for guaranteed delivery of
                                          the outstanding notes.

                                      Brokers, dealers, commercial banks, trust
                                      companies and other nominees may also
                                      effect tenders by book-entry transfer.

                                      Please do not send your letter of
                                      transmittal or certificates representing
                                      your outstanding notes to us. Those
                                      documents should be sent only to the
                                      exchange agent. Questions regarding how to
                                      tender and requests for information should
                                      be directed to the exchange agent. See
                                      "The Exchange Offer - Exchange Agent."

Resale of the Exchange Notes ........ Except as provided below, we believe that
                                      the exchange notes may be offered for
                                      resale, resold and otherwise transferred
                                      by you without compliance with the
                                      registration and prospectus delivery
                                      provisions of the Securities Act provided
                                      that:

                                      .   the exchange notes are being acquired
                                          in the ordinary course of business,

                                      .   you are not participating, do not
                                          intend to participate, and have no
                                          arrangement or understanding with any
                                          person to participate in the
                                          distribution of the exchange notes
                                          issued to you in the exchange offer,

                                      .   you are not an affiliate of ours,

                                      .   you are not a broker-dealer tendering
                                          outstanding notes acquired directly
                                          from us for your account, and

                                      .   you are not prohibited by law or any
                                          policy of the SEC from participating
                                          in the exchange offer.

                                      Our belief is based on interpretations by
                                      the Staff of the SEC, as set forth in
                                      no-action letters issued to third parties
                                      unrelated to us. The Staff has not
                                      considered this exchange offer in the
                                      context of a no-action letter, and we
                                      cannot assure you that the Staff would
                                      make similar determinations with respect
                                      to this exchange offer. If any of these
                                      conditions are not satisfied (or if our
                                      belief is not accurate) and you transfer
                                      any exchange notes issued to you in the
                                      exchange offer without delivering a resale
                                      prospectus meeting the requirements of the
                                      Securities Act or without an exemption
                                      from registration of your exchange notes
                                      from those requirements, you may incur
                                      liability under the Securities Act. We
                                      will not assume, nor will we indemnify you
                                      against, any such liability.

                                      Each broker-dealer that receives exchange
                                      notes for its own account in exchange for
                                      original notes, where the original notes
                                      were acquired by such broker-dealer as a
                                      result of market-making or other trading
                                      activities, must acknowledge that it will
                                      deliver a prospectus in connection with
                                      any resale of such exchange notes. See
                                      "Plan of Distribution."

Record Date ......................... We mailed this prospectus and the related
                                      offer documents to the registered holders
                                      of the original notes on ___________,
                                      2002.

Expiration Date ..................... The exchange offer will expire at 5:00
                                      p.m., New York City time, on

                                      -8-

                                      _________________, 2002, unless we decide
                                      to extend the expiration date; provided,
                                      however, that the latest time and date to
                                      which the exchange offer may be extended
                                      is at 5:00 p.m., New York City time, on
                                      ________, 2002.

Conditions to the Exchange Offer .... The exchange offer is subject to customary
                                      conditions, including that the exchange
                                      offer not violate applicable law or any
                                      applicable interpretation of the staff of
                                      the SEC. This exchange offer is not
                                      conditioned upon any minimum principal
                                      amount of the outstanding notes being
                                      tendered.

Exchange Agent ...................... J.P. Morgan Trust Company, National
                                      Association, is serving as exchange agent
                                      for the exchange offer.

Special Procedures for Beneficial
   Owners ........................... If your outstanding notes are registered
                                      in the name of a broker, dealer,
                                      commercial bank, trust company or other
                                      nominee, we urge you to contact that
                                      person promptly if you wish to tender your
                                      outstanding notes pursuant to this
                                      exchange offer. See "The Exchange Offer -
                                      Procedures for Tendering."

Withdrawal Rights ................... You may withdraw the tender of your
                                      outstanding notes at any time before the
                                      expiration date of the exchange offer by
                                      delivering a written notice of your
                                      withdrawal to the exchange agent. You must
                                      follow the withdrawal procedures as
                                      described under the heading "The Exchange
                                      Offer - Withdrawal of Tenders."

Federal Income Tax Considerations ... The exchange of outstanding notes for the
                                      exchange notes in the exchange offer
                                      should not be a taxable event for U.S.
                                      federal income tax purposes.

Use of Proceeds ..................... We will not receive any proceeds from the
                                      issuance of the exchange notes pursuant to
                                      the exchange offer. We will pay all of our
                                      expenses incident to the exchange offer.

The Exchange Notes

         The form and terms of the exchange notes are the same as the form and
terms of the original notes for which they are being exchanged, except that the
exchange notes will be registered under the Securities Act. As a result, the
exchange notes will not bear legends restricting their transfer and will not
have the benefit of the registration rights and liquidated damage provisions
contained in the original notes. The exchange notes represent the same debt as
the original notes for which they are being exchanged. Both the original notes
and the exchange notes are governed by the same indenture. We use the term
"notes" in this prospectus to collectively refer to the original notes and the
exchange notes.

Issuer .............................. Greif Bros. Corporation

Notes Offered ....................... $250.0 million aggregate principal amount
                                      of 8 7/8% Senior Subordinated Notes due
                                      2012.

Maturity ............................ August 1, 2012.

Interest Payment Dates .............. February 1 and August 1 of each year,
                                      beginning on February 1, 2003.

Ranking ............................. The notes will be:

                                      .   our senior subordinated, unsecured
                                          obligations;

                                      .   subordinate in right of payment to all
                                          of our existing and future senior
                                          debt;

                                      .   pari passu in right of payment with
                                          all of our existing and future senior
                                          subordinated debt; and

                                      .   senior in right of payment to all of
                                          our future subordinated obligations.

                                      -9-

                                      As of July 31, 2002, after giving effect
                                      to the amended and restated senior credit
                                      facility, the notes would have been
                                      subordinated to $403.5 million of senior
                                      debt and the related guarantees of the
                                      senior subordinated guarantors would have
                                      been subordinated to the same amount of
                                      senior debt. In addition, $129.5 million
                                      of additional senior debt would have been
                                      available for borrowing under our amended
                                      and restated senior credit facility. The
                                      indenture governing the notes and our
                                      senior credit facility also permit us,
                                      subject to specified limitations, to incur
                                      additional debt, some or all of which may
                                      be senior debt.

Guarantees .......................... The notes will be fully guaranteed on a
                                      senior subordinated, unsecured basis,
                                      jointly and severally, by all of our
                                      domestic subsidiaries. The guarantees will
                                      be:

                                      .   subordinate in right of payment to all
                                          of the existing and future senior debt
                                          of the guarantors;

                                      .   pari passu in right of payment with
                                          all of the existing and future senior
                                          subordinated debt of the guarantors;
                                          and

                                      .   senior in right of payment to all of
                                          the existing and future subordinated
                                          obligations of the guarantors.

                                      While Soterra, the subsidiary that owns
                                      and operates our timber business in the
                                      United States, will guarantee the notes,
                                      it is an unrestricted subsidiary under the
                                      indenture governing the notes. See "Risk
                                      Factors--The subsidiary that conducts our
                                      timber operations in the United States is
                                      an unrestricted subsidiary."

Optional Redemption ................. Prior to August 1, 2007, we may redeem all
                                      or part of the notes by paying a
                                      "make-whole" premium based on U.S.
                                      Treasury rates as specified in this
                                      prospectus under "Description of the
                                      Notes--Optional Redemption."

                                      At any time on or after August 1, 2007, we
                                      may redeem all or a part of the notes at
                                      the redemption prices specified in this
                                      prospectus under "Description of the
                                      Notes--Optional Redemption."

                                      At any time prior to August 1, 2005, we
                                      may redeem up to 35% of the notes with the
                                      net proceeds of certain equity offerings,
                                      at a price equal to 108.875% of the
                                      principal amount thereof, plus accrued and
                                      unpaid interest, if any, to the redemption
                                      date, provided that at least 65% of the
                                      aggregate principal amount of the notes
                                      remains outstanding after the redemption.

Certain Covenants ................... We will issue the notes under an indenture
                                      among us, the guarantors and J.P. Morgan
                                      Trust Company, National Association, as
                                      trustee. The indenture will include
                                      covenants that limit our ability and the
                                      ability of our restricted subsidiaries to:

                                      .   incur additional indebtedness;

                                      .   pay dividends or make other restricted
                                          payments;

                                      .   create or permit certain liens;

                                      .   sell assets;

                                      .   create or permit restrictions on the
                                          ability of our restricted subsidiaries
                                          to pay dividends or make other
                                          distributions to us;

                                      .   engage in transactions with
                                          affiliates;

                                      .   incur layered indebtedness; and

                                      .   consolidate or merge with or into
                                          other companies or sell all or
                                          substantially all of our assets.

                                      -10-

                                      Soterra is an unrestricted subsidiary
                                      under the indenture governing the notes
                                      and, therefore, will not be subject to the
                                      foregoing restrictions. See "Risk
                                      Factors--The subsidiary that conducts our
                                      timber operations in the United States is
                                      an unrestricted subsidiary."

                                      The covenants in the indenture are subject
                                      to a number of important exceptions and
                                      qualifications.

Change of Control ................... Following a change of control, we will be
                                      required to make an offer to purchase all
                                      of the notes at a purchase price of 101%
                                      of their principal amount, plus accrued
                                      and unpaid interest to the date of the
                                      repurchase. However, our ability to
                                      repurchase your notes upon a change in
                                      control may be limited by the terms of our
                                      senior credit facility.

                                      -11-

                 Summary Historical Consolidated Financial Data

     The following table sets forth summary consolidated financial data and
should be read in conjunction with our consolidated financial statements and
related notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained elsewhere in this prospectus. The
results of the operations of Van Leer Industrial Packaging are included in our
consolidated financial statements from the date it was acquired by us on March
2, 2001 and thereby are included in the consolidated financial statements for
five of the nine months ended July 31, 2001, for eight months of the fiscal year
ended October 31, 2001, for the entire period of the nine months ended July 31,
2002, and for the entire period of the twelve months ended July 31, 2002, but
are not otherwise included in the consolidated financial statements for any
other period.

                                                                                  Pro forma                            As of and
                                                                                 as adjusted                           for the 12
                                                                                  for the       As of and for the        months
                                                   As of and for the years       year ended     nine months ended      ended July
                                                       Ended October 31,         October 31,         July 31,              31,
                                                       -----------------                             --------
                                                   1999      2000      2001        2001(1)        2001       2002        2002
                                                   ----      ----      ----        -------        ----       ----        ----
                                                                         (U.S. Dollars in millions)
                                                                                                   
Statement of Operations Data:
Net sales.......................................  $853.4    $964.0   $1,456.0      $1,746.3     $1,011.2   $1,197.3     $1,642.1
Gain on sale of timberland......................     4.6       9.2       79.7          79.7         78.7        9.7         10.7
Other income, net (2)...........................    10.4       4.9        6.3           4.6          4.3        4.7          6.7
                                                  ------    ------   --------      --------     --------   --------     --------
                                                   868.4     978.1    1,542.0       1,830.6      1,094.2    1,211.7      1,659.5
                                                  ------    ------   --------      --------     --------   --------     --------
Cost of products sold...........................   675.1     737.5    1,152.6       1,399.7        802.7      957.5      1,307.4
Selling, general and administrative expenses....   113.0     128.3      204.7         255.4        141.7      187.8        250.8
Restructuring charge (3)........................      --        --       11.5          11.5         11.5         --           --
Debt extinguishment charge......................      --        --         --            --           --        4.4          4.4
Interest expense, net...........................    13.0      11.8       45.2          61.7         29.3       40.9         56.8
                                                  ------    ------   --------      --------     --------   --------     --------
                                                   801.1     877.6    1,414.0       1,728.3        985.2    1,190.6      1,619.4
                                                  ------    ------   --------      --------     --------   --------     --------
Income before income taxes, minority interest
  in income of consolidated subsidiaries and
  equity in earnings of affiliates..............    67.3     100.5      128.0         102.3        109.0       21.1         40.1
Income taxes....................................    26.7      38.0       48.5          38.8         41.3        7.6         14.8
                                                  ------    ------   --------      --------     --------   --------     --------
Income before minority interest in income of
  consolidated subsidiaries and equity in
  earnings of affiliates........................    40.6      62.5       79.5          63.5         67.7       13.5         25.3
Minority interest in income of consolidated
  subsidiaries..................................      --        --       (0.6)         (0.6)        (0.4)      (0.6)        (0.8)
Equity in earnings of affiliates................    10.8      13.3        9.9           9.9          7.1        5.8          8.6
                                                  ------    ------   --------      --------     --------   --------     --------
Net income......................................  $ 51.4    $ 75.8   $   88.8      $   72.8     $   74.4   $   18.7     $   33.1
                                                  ======    ======   ========      ========     ========   ========     ========
Selected Financial Data:
EBITDA (4)(5)...................................  $122.7    $157.5   $  254.9      $  261.0     $  195.2   $  142.2     $  201.9
Adjusted EBITDA (6).............................  $118.1    $148.3   $  192.6      $  198.7     $  130.0   $  139.7     $  202.3
Capital expenditures............................  $ 49.3    $ 78.8   $   42.7      $   55.0     $   35.8   $   29.9     $   36.8
Ratio of Adjusted EBITDA to interest expense,
  net...........................................     9.1x     12.6x       4.3x          3.2x          --         --          3.6x
Ratio of net debt to Adjusted EBITDA............     2.1x      1.5x       3.6x          3.4x          --         --          3.2x
Ratio of earnings to fixed charges..............     6.0x      8.0x       3.7x          2.6x         4.6x       1.6x         1.7x

Balance Sheet Data (at end of period):
Cash and cash equivalents.......................  $  8.9    $ 13.4   $   29.7      $   29.7     $   56.3   $   21.2     $   21.2
Working capital.................................   145.3     148.2      210.7         210.7        233.6      193.8        193.8
Total assets....................................   911.0     939.3    1,771.2       1,771.2      1,777.4    1,726.2      1,726.2
Total debt......................................   258.0     235.0      714.0         714.0        738.5      672.9        672.9
Total stockholders' equity......................   488.0     542.5      586.3         586.3        599.9      582.2        582.2

- ------------
(1)  Assumes that the Van Leer Industrial Packaging acquisition had occurred on
     November 1, 2000. The pro forma information, as presented above, is not
     necessarily indicative of the results which would have been obtained had
     the transaction occurred on November 1, 2000, nor are they necessarily
     indicative of our future results. See "Unaudited Pro Forma Condensed
     Combined Financial Data" contained elsewhere in this prospectus.
(2)  Other income, net, primarily includes gain (loss) on sale of facilities,
     foreign exchange gain (loss) and rental income.
(3)  In the second quarter of 2001, we recorded a restructuring charge related
     to the consolidation of certain duplicate facilities caused by the Van Leer
     Industrial Packaging acquisition and to improve operating efficiencies and
     capabilities. In addition, certain redundant administrative functions were
     eliminated.
(4)  EBITDA is defined as earnings before interest, income taxes, depreciation,
     depletion, amortization, minority interest in income of consolidated
     subsidiaries, equity in earnings of affiliates and debt extinguishment
     charge. EBITDA is included in this table because it is a basis on which we
     assess our financial performance and debt service capabilities. However,
     EBITDA should not be considered in isolation or viewed as a substitute for
     cash flow from operations, net income or other measures of performance as
     defined by accounting principles generally accepted in the United States or
     as a measure of our

                                       12

     company's profitability or liquidity. While EBITDA is frequently used by
     securities analysts, lenders and others in their evaluation of companies,
     EBITDA as used herein is not necessarily comparable to other similarly
     titled captions of other companies due to potential inconsistencies in the
     method of calculation. For information regarding EBITDA by business
     segment, see "Management's Discussion and Analysis of Financial Condition
     and Results of Operations--Results of Operations."
(5)  Excluding the operations of Soterra, which is an unrestricted subsidiary
     under the indenture governing the notes, EBITDA would have been $157.5
     million for the twelve months ended July 31, 2002. See "Risk Factors--The
     subsidiary that conducts our timber operations in the United States is an
     unrestricted subsidiary."
(6)  Adjusted EBITDA excludes gain on sale of timberland, restructuring charges,
     and additional non-recurring costs related to the relocation of machinery,
     employees and other reorganization costs associated with the integration of
     the Van Leer Industrial Packaging acquisition, as follows:

                                                                                     Pro forma as                      As of and
                                                                                     adjusted for    As of and for    for the 12
                                                                                         the        the nine months     months
                                                         As of and for the years      year ended         ended           ended
                                                             ended October 31,        October 31,       July 31,        July 3
                                                       1999        2000        2001      2001       2001        2002      2002
                                                       ----        ----        ----      ----       ----        ----      ----
                                                                              (U.S. Dollars in millions)
                                                                                                    
   EBITDA ..........................................  $122.7      $157.5      $254.9    $261.0     $195.2      $142.2    $201.9
   Gain on sale of timberland ......................    (4.6)       (9.2)      (79.7)    (79.7)     (78.7)       (9.7)    (10.7)
   Restructuring charge ............................      --          --        11.5      11.5       11.5          --        --
   Other non-recurring costs .......................      --          --         5.9       5.9        2.0         7.2      11.1
                                                      ------      ------      ------    ------     ------      ------    ------
   Adjusted EBITDA .................................  $118.1      $148.3      $192.6    $198.7     $130.0      $139.7    $202.3
                                                      ======      ======      ======    ======     ======      ======    ======

     Excluding the operations of Soterra, which is an unrestricted subsidiary
under the indenture governing the notes, Adjusted EBITDA would have been $168.0
million for the twelve months ended July 31, 2002.

                                      -13-

                                  RISK FACTORS

     Prospective participants in the exchange offer should carefully consider
all of the information contained in this prospectus, including the risks and
uncertainties described below. The risk factors set forth below (with the
exception of the first risk factor) are generally applicable to the original
notes as well as the exchange notes.

Risk Factors Associated with the Exchange Offer

If you fail to follow the exchange offer procedures, your notes will not be
accepted for exchange.

     We will not accept your notes for exchange if you do not follow the
exchange offer procedures. We will issue exchange notes as part of this exchange
offer only after timely receipt of your original notes, properly completed and
duly executed letter of transmittal and all other required documents. Therefore,
if you want to tender your original notes, please allow sufficient time to
ensure timely delivery. If we do not receive your original notes, letter of
transmittal, and all other required documents by the expiration date of the
exchange offer, or you do not otherwise comply with the guaranteed delivery
procedures for tendering your notes, we will not accept your outstanding notes
for exchange. We are under no duty to give notification of defects or
irregularities with respect to the tenders of outstanding notes for exchange. If
there are defects or irregularities with respect to your tender of outstanding
notes, we will not accept your outstanding notes for exchange unless we decide
in our sole discretion to waive such defects or irregularities.

If you fail to exchange your original notes for exchange notes, they will
continue to be subject to the existing transfer restrictions and you may not be
able to sell them.

     We did not register the original notes, nor do we intend to do so following
the exchange offer. Original notes that are not tendered will therefore continue
to be subject to the existing transfer restrictions and may be transferred only
in limited circumstances under the securities laws. As a result, if you hold
original notes after the exchange offer, you may not be able to sell them. To
the extent any original notes are tendered and accepted in the exchange offer,
the trading market, if any, for the original notes that remain outstanding after
the exchange offer may be adversely affected due to a reduction in market
liquidity.

Because there is no public market for the exchange notes, you may not be able to
resell them.

     The exchange notes will be registered under the Securities Act but will
constitute a new issue of securities with no established trading market, and
there can be no assurance as to the liquidity of any trading market that may
develop; the ability of holders to sell their exchange notes; or the price at
which the holders will be able to sell their exchange notes.

     We understand that certain of the initial purchasers presently intend to
make a market in the exchange notes. However, they are not obligated to do so,
and any market-making activity with respect to the exchange notes may be
discontinued at any time without notice. In addition, any market-making activity
will be subject to the limits imposed by the Securities Act and the Securities
Exchange Act of 1934 and may be limited during the exchange offer or the
pendency of an applicable shelf registration statement. There can be no
assurance that an active market will exist for the exchange notes or that any
trading market that does develop will be liquid.

Risk Factors Related to Investment in the Exchange Notes

Our substantial debt could adversely affect our financial condition and prevent
us from fulfilling our obligations under the exchange notes. This debt could
also adversely affect our operating flexibility and put us at a competitive
disadvantage.

     We have a substantial amount of debt. As of July 31, 2002, on a pro forma
basis, after giving effect to the amended and restated senior credit facility,
we would have had approximately $676.9 million of indebtedness.

                                      -14-

     Our substantial level of debt could have important consequences to you.
These consequences may include:

     .    making it more difficult for us to satisfy our obligations with
          respect to the notes and our other debt;

     .    making it more difficult for us to obtain additional financing for
          working capital, capital expenditures, strategic acquisitions or other
          general corporate purposes;

     .    requiring a substantial portion of our cash flow to be dedicated to
          debt service payments instead of other purposes;

     .    increasing our vulnerability to general adverse economic and industry
          conditions;

     .    limiting our financial flexibility in planning for and reacting to
          changes in the industries in which we compete;

     .    placing us at a disadvantage compared to less leveraged competitors;

     .    exposing us to interest rate fluctuations because the interest on the
          debt under our amended and restated senior credit facility will be at
          variable rates; and

     .    having a material adverse affect on us if we fail to comply with the
          covenants in the indenture governing the notes or in the instruments
          governing our other debt.

We may not be able to generate a sufficient amount of cash flow to meet our debt
service obligations, including the notes.

     Our ability to make scheduled payments or to refinance our obligations with
respect to the notes and our other debt will depend on our financial and
operating performance, which, in turn, is subject to prevailing economic
conditions and to certain financial, business and other factors beyond our
control. If our cash flow and capital resources are insufficient to fund our
debt service obligations, we could face substantial liquidity problems and may
be forced to reduce or delay scheduled expansions and capital expenditures, sell
material assets or operations, obtain additional capital or restructure our
debt. We cannot assure you that our operating performance, cash flow and capital
resources will be sufficient for payment of our debt in the future. In the event
that we are required to dispose of material assets or operations or restructure
our debt to meet our debt service and other obligations, we cannot assure you as
to the terms of any such transaction or how quickly any such transaction could
be completed.

     If we cannot make scheduled payments on our debt, we will be in default
and, as a result:

     .    our debt holders could declare all outstanding principal and interest
          to be due and payable;

     .    our senior secured debt lenders could terminate their commitments and
          commence foreclosure proceedings against our assets; and

     .    we could be forced into bankruptcy or liquidation.

     If our operating performance declines in the future, we may need to obtain
waivers from the required lenders under our senior credit facility to avoid
being in default. If we breach our covenants under the senior credit facility
and seek a waiver, we may not be able to obtain a waiver from the required
lenders. If this occurs, we would be in default under the senior credit facility
and the lenders could exercise their rights, as described above, and we could be
forced into bankruptcy or liquidation. See "Description of Senior Credit
Facility" and "Description of Notes."

Our operations are substantially restricted by the terms of our debt, which
could adversely affect us and increase your credit risk.

     The indenture governing the notes and our senior credit facility include a
number of significant restrictive covenants. These covenants restrict, among
other things, our ability to:

                                      -15-

     .    incur additional indebtedness;
     .    pay dividends or make other restricted payments;
     .    create or permit certain liens;
     .    sell assets;
     .    create or permit restrictions on the ability of our restricted
          subsidiaries to pay dividends or make other distributions to us;
     .    engage in transactions with affiliates;
     .    incur layered indebtedness; and
     .    consolidate or merge with or into other companies or sell all or
          substantially all of our assets.

     As a result, these covenants could limit our ability to plan for or react
to market conditions or to meet our capital needs.

     In addition, our senior credit facility requires us to maintain certain
financial ratios and meet other financial tests. Our failure to comply with
these covenants could result in an event of default which, if not cured or
waived, could result in lenders not being required to advance any more funds to
us, as well as our being required to repay the borrowings under our senior
credit facility before their due date. If we were unable to make this repayment
or otherwise refinance these borrowings, the lenders under our senior credit
facility could foreclose on our assets. If we were able to refinance these
borrowings on less favorable terms, our results of operations and financial
condition could be adversely affected by increased costs and rates.

Despite our debt levels, we may incur additional debt.

     Despite the restrictions and limitations described above, we may be able to
incur significant additional indebtedness. Our amended and restated senior
credit facility and the indenture governing the notes permit additional
borrowings under certain circumstances. See "Description of Senior Credit
Facility" and "Description of Notes." As of July 31, 2002, on a pro forma basis,
after giving effect to the amended and restated senior credit facility, we would
have had approximately $129.5 million of additional borrowings available to us
under the senior credit facility, subject to compliance with our financial and
other covenants under the terms of our loan agreements.

The notes and guarantees will rank behind all of our and our guarantors'
existing and future senior indebtedness. There may not be sufficient assets to
make full payment on the notes after all senior indebtedness is paid.

     The notes and the guarantees will be subordinated to the prior payment in
full of our and the guarantors' existing and future senior indebtedness and
equal in right of payment of all other existing and future senior subordinated
indebtedness. As of July 31, 2002, on a pro forma basis, after giving effect to
the amended and restated senior credit facility, we would have had $403.5
million of senior indebtedness and the guarantors would have had the same amount
of senior indebtedness. All of the senior indebtedness of the guarantors will
consist of their respective guarantees of senior indebtedness under the senior
credit facility. Our and the guarantors' obligations under the notes are
unsecured, while our and the guarantors' obligations under the senior credit
facility are secured. Because of the subordination provisions of the notes, in
the event of bankruptcy, liquidation or dissolution of our company or any
guarantor, our assets or the assets of the guarantors would be available to pay
obligations under the notes only after all payments have been made on our or the
guarantor's senior indebtedness. We cannot assure you that sufficient assets
will remain after all such payments have been made to make any payments on the
notes. In addition, certain events of default under our senior indebtedness
would prohibit us from making any payments on the notes, including payments of
interest when due. The term "senior debt" is defined in the "Description of
Notes-- Certain Definitions" section of this prospectus.

                                      -16-

The subsidiary that conducts our timber operations in the United States is an
unrestricted subsidiary.

     Soterra, the subsidiary that owns and manages our timber operations in the
United States, is an unrestricted subsidiary under the indenture governing the
notes. For the twelve months ended July 31, 2002, Soterra generated net sales of
$39.3 million and EBITDA of $44.2 million (EBITDA, but not net sales, included a
$10.1 million gain on timberland sales which occurred during that period).

     As an unrestricted subsidiary, Soterra will not be subject to the
restrictive covenants in the indenture governing the notes and at any time will
have the ability to, among other things, dispose of its assets or incur
additional indebtedness, including secured and layered indebtedness. In the
event that Soterra takes any of these actions, the holders of Soterra's
indebtedness or liens will be entitled to payment on their claims from the
assets of Soterra before any of those assets are made available to us, and we
cannot assure you that any assets of Soterra will be available to us. We will
also have the ability to dispose of our ownership interest in Soterra, including
by way of dividends or distributions to our stockholders whereupon Soterra's
guarantee of the notes would be released, and we cannot assure you that there
will be any proceeds from a disposition of our ownership interest in Soterra.

Not all of our subsidiaries will guarantee the notes, and assets of our
non-guarantor subsidiaries may not be available to make payments on the notes.

     None of our foreign subsidiaries will guarantee the notes. These entities
generate a significant portion of our consolidated revenues and cashflow. In the
event that any non-guarantor subsidiary becomes insolvent, liquidates,
reorganizes, dissolves or otherwise winds up, holders of its indebtedness and
its trade creditors will generally be entitled to payment on their claims from
the assets of that subsidiary before any of those assets are made available to
us. Consequently, your claims in respect of the notes will be effectively
subordinated to all of the liabilities of our non-guarantor subsidiaries. If we
enter into an asset securitization transaction in the future, the securitization
subsidiary used in the transaction will not be a guarantor of the notes.

     For information concerning the assets and results of operations of
guarantor and non-guarantor subsidiaries, see Note 16 of the Notes to the
Consolidated Financial Statements for the Years Ended October 31, 2001, 2000 and
1999 and Note 14 of the Notes to the Consolidated Interim Financial Statements
for the Nine Months Ended July 31, 2002 and 2001 included elsewhere in the
prospectus.

Our ability to meet our obligations under our indebtedness depends on the
earnings and cash flows of our subsidiaries and the ability of our subsidiaries
to pay dividends or advance or repay funds to us.

     We conduct a significant portion of our operations through our
subsidiaries. Consequently, our ability to service our debt and pay dividends is
dependent, in part, upon the earnings from the businesses conducted by our
subsidiaries. Our subsidiaries are separate and distinct legal entities and have
no obligation to pay any amounts to us, whether by dividends, loans, advances or
other payments. Additionally, some of our subsidiaries are not wholly-owned by
us, and thus, may not be subject to our control. The ability of our subsidiaries
to pay dividends and make other payments to us depends on their earnings,
capital requirements and general financial conditions and is restricted by,
among other things, applicable corporate and other laws and regulations as well
as, in the future, agreements to which our subsidiaries may be a party.

A court may void the guarantees of the notes or subordinate the guarantees to
other obligations of our subsidiary guarantors.

     Although standards may vary depending upon the applicable law, generally
under U.S. federal bankruptcy law and comparable provisions of state fraudulent
transfer laws, a court could void all or a portion of the guarantees of the
notes or subordinate the guarantees to other obligations of our subsidiary
guarantors. If the claims of the holders of the notes against any guarantor were
held to be subordinated in favor of other creditors of that guarantor, the other
creditors would be entitled to be paid in full before any payment could be made
on the notes. If one or more of the

                                      -17-

guarantees is voided or subordinated, we cannot assure you that after providing
for all prior claims, there would be sufficient assets remaining to satisfy the
claims of the holders of the notes.

We may not have sufficient funds or be permitted by our senior credit facility
to purchase notes upon a change of control.

     Upon a change of control, we will be required to make an offer to purchase
all outstanding notes. However, we cannot assure you that we will have or will
be able to borrow sufficient funds at the time of any change of control to make
any required repurchases of notes, or that restrictions in our senior credit
facility or other senior secured indebtedness we may incur in the future would
permit us to make the required repurchases. For the foreseeable future, the
covenants in our amended and restated senior credit facility will not permit us
to make the required repurchases.

Risk Factors Related to Our Business

     Our business is sensitive to general economic conditions. The cyclicality
of our customers' industries could negatively impact our sales volume and
revenues and our ability to respond to competition or take advantage of business
opportunities.

     Our revenues are derived from many customers in industries and businesses
that are cyclical in nature and subject to changes in general economic
conditions, which can cause our operating results to reflect this general
cyclical pattern. In addition, because we conduct our operations in a variety of
markets, we are subject to economic conditions in each of these markets.
Accordingly, general economic downturns or localized downturns in markets where
we have operations could have a material adverse effect on us and our business,
results of operations and financial condition.

     The majority of our products are commodities. Some of the industries in
which we compete have had substantial overcapacity for several years. In
addition, the industries in which we compete are capital intensive, which leads
to high fixed costs and generally results in continued production as long as
prices are sufficient to cover marginal costs. Historically, these conditions
have contributed to substantial price competition and volatility in our
industries. In the event of a recession, demand and prices are likely to drop
substantially. Increased production by our competitors will also depress prices
for our products.

     Our sales and profitability have historically been more sensitive to price
changes than changes in volume. Future decreases in prices for our products
would adversely affect our operating results. These factors, coupled with our
highly leveraged financial position, may adversely impact our ability to respond
to competition and to other market conditions or to otherwise take advantage of
business opportunities.

Our industries are highly competitive and price fluctuations could diminish our
sales volume and revenues.

     The industrial shipping containers and containerboard and corrugated
products industries are highly competitive. Our competitors include large,
vertically integrated industrial shipping containers and containerboard and
corrugated products companies and numerous smaller companies. Because the
majority of our products are commodities, the industries in which we compete are
particularly sensitive to price fluctuations, as well as other factors including
innovation, design, quality and service, with varying emphasis on these factors
depending on the product line. To the extent that one or more of our competitors
become more successful with respect to any key competitive factor, we could lose
customers and our sales could decline. In addition, due to the tendency of
certain customers to diversify their suppliers, we could be unable to increase
or maintain sales volumes with particular customers.

     Many of our competitors are less leveraged and have financial and other
resources greater than ours and are able to better withstand adverse business
cycles. If our facilities and processes are not as cost effective as those of

                                      -18-

our competitors, we may need to temporarily or permanently close such facilities
and suffer a consequent reduction in our revenues.

The continuing consolidation of our customer base for our containerboard and
corrugated products may intensify pricing pressures and have a material adverse
effect on operations.

     Over the last few years, many of our large customers for our containerboard
and corrugated products have acquired companies with similar or complementary
product lines. This consolidation has increased the concentration of this
segment of our business with our largest customers. In many cases, this
consolidation has been accompanied by pressure from customers for lower prices,
reflecting the increase in the total volume of product purchased or the
elimination of a price differential between the acquiring customer and the
company acquired. Increased pricing pressures from our customers may have a
material adverse effect on our profitability and results of operations.

Our foreign operations are subject to currency exchange, political, investment
and other risks that could hinder us from making our debt service payments,
increase our operating costs and adversely affect our results of operations.

     We have operations in 41 countries. For the twelve months ended July 31,
2002, consolidated net sales from operations outside North America were
approximately $635.7 million, which represented approximately 39% of our
consolidated net sales. As a result of our foreign operations, we are subject to
certain risks which could disrupt our operations or force us to incur
unanticipated costs and have an adverse effect on our ability to make payments
on our debt obligations, including our ability to make payments on the notes.
Our operating performance is affected by devaluations and fluctuations in
currency exchange rates by:

     .    translations into U.S. dollars for financial reporting purposes of the
          assets and liabilities of our foreign operations conducted in local
          currencies; and
     .    gains or losses from foreign operations conducted in currencies other
          than their functional currency.

     We are subject to various other risks associated with operating in foreign
countries, such as the following:

     .    political, social and economic instability;
     .    war, civil disturbance or acts of terrorism;
     .    taking of property by nationalization or expropriation without fair
          compensation;
     .    changes in government policies and regulations;
     .    imposition of limitations on conversions of foreign currencies into
          dollars or remittance of dividends and other payments by foreign
          subsidiaries.
     .    imposition or increase of withholding and other taxes on remittances
          and other payments by foreign subsidiaries;
     .    hyperinflation in certain foreign countries; and
     .    impositions or increase of investment and other restrictions or
          requirements by foreign governments.

Price fluctuations in raw materials and energy costs could adversely affect our
ability to obtain the materials needed to manufacture our products and could
adversely affect our manufacturing costs.

     The principal raw materials used in the manufacture of our products are
steel, resins, pulpwood, waste paper for recycling, and paper, which we purchase
in highly competitive, price sensitive markets. These raw materials have
historically exhibited price and demand cyclicality. Some of these materials
have been, and in the future may be, in short supply. While we have not recently
experienced any significant difficulty in obtaining our principal raw materials,
we cannot assure you that this will continue to be the case in the future for
any or all of our mills. We do not have long-term supply contracts or hedging
arrangements in place for obtaining our principal raw materials.

                                      -19-

     The cost of producing our products is sensitive to the price of energy.
Energy prices, in particular oil and natural gas, have increased significantly
over the past year, with a corresponding effect on our production costs. We
cannot assure you that energy prices will not remain at current rates or rise to
even higher levels, or that our production costs, competitive position and
results of operations will not be adversely affected thereby.

We are subject to environmental regulations and liabilities that could weaken
our operating results.

     Complying with existing and future environmental laws and regulations,
particularly those relating to air and water quality, is a significant factor in
our business and could impose material costs and liabilities on us. Our
operations are subject to extensive federal, state, local and foreign laws,
regulations, rules and ordinances relating to pollution, the protection of the
environment, the generation, storage, handling, transportation, treatment,
disposal and remediation of hazardous substances and waste materials and
numerous other environmental laws and regulations. In the ordinary course of
business, we are subject to periodic environmental inspections and monitoring by
governmental enforcement authorities. In addition, our production facilities
require environmental permits that are subject to revocation, modification and
renewal.

     We have incurred, and in the future may face, environmental liability for
the costs of remediating soil or groundwater that is or was contaminated by us
or a third party at various sites which are now or were previously owned or
operated by us. There also may be similar liability at sites with respect to
which either we have received, or in the future may receive, notice that we may
be a potentially responsible party and which are the subject to cleanup activity
under the Comprehensive Environmental Response, Compensation and Liability Act,
analogous state laws and other laws concerning hazardous substance
contamination. We have incurred in the past, and may incur in the future, civil
and criminal fines and sanctions relating to environmental matters, including
violations of environmental permits.

     In the past we have made, and in the future may need to make, significant
expenditures to comply with environmental laws and regulations. We have reserves
based on current information to address environmental liabilities. However, we
could incur additional significant expenditures due to changes in law or
discovery of new information, and those expenditures could have a material
adverse effect on our financial condition. The ultimate costs under
environmental laws and the timing of such costs are difficult to predict and
potentially significant expenditures could be required in order to comply with
environmental laws that may be adopted or imposed in the future.

Our business may be adversely impacted by work stoppages and other labor
relations matters.

     We are subject to risk of work stoppages and other labor relations matters
because approximately 58% of our domestic employees are represented by
collective bargaining units. We have experienced work stoppages and strikes in
the past, and there may be work stoppages and strikes in the future. Any
prolonged work stoppage or strike at any one of our principal manufacturing
facilities could have a negative impact on our business, financial condition or
results of operations.

Various Dempsey family members and trusts own a significant interest in us and
may exercise their control in a manner detrimental to your interests.

     Various members of the Dempsey family and their trusts currently control
approximately 66% of the voting power of our company. Therefore, the Dempsey
family has the power to direct our affairs and is able to determine the outcome
of substantially all matters required to be submitted to stockholders for
approval, including the election of all our directors. In addition, Naomi C.
Dempsey and Michael H. Dempsey, members of the Dempsey family, are directors of
our company. We cannot assure you that members of the Dempsey family will not
exercise their control over us in a manner detrimental to your interests.

                                      -20-

We may incur material product liability costs.

     We are subject to the risk of exposure to product liability claims in the
event that the failure of any of our products results in personal injury or
death, and we cannot assure you that we will not experience material product
liability losses in the future. We maintain insurance against product liability
claims, but we cannot assure you that such coverage will be adequate for
liabilities ultimately incurred or that, due to escalating costs, it will
continue to be available on terms acceptable to us. A successful claim brought
against us that exceeds available insurance coverage could have a negative
impact on our business, financial condition or results of operations.

We may encounter difficulties arising from acquisitions or consolidation
efforts.

     During the past several years, we have invested, and in the future we may
invest, a substantial amount of capital in acquisitions. Acquisitions involve
numerous risks, including:

     .    difficulty in assimilating the operations and personnel of the
          acquired company with our existing operations and realizing
          anticipated synergies;
     .    the loss of key employees of the acquired company;
     .    difficulty in maintaining uniform standards, controls, procedures and
          policies; and
     .    unrecorded liabilities of acquired companies that we failed to
          discover during our due diligence investigations.

     We cannot assure you that we will realize the expected benefits from future
acquisitions or that our existing operations will not be harmed as a result of
any such acquisitions. In addition, the cost of unsuccessful acquisition efforts
could adversely affect our financial performance.

     We have undertaken consolidation efforts in the past in connection with our
acquisitions, and in connection with future acquisitions, we may need to
undertake consolidation plans to eliminate duplicate facilities and to otherwise
improve operating efficiencies. These future consolidation efforts may divert
the attention of management, disrupt our ordinary operations or those of our
subsidiaries or otherwise adversely affect our financial performance.

We may be subject to losses that might not be covered in whole or in part by
existing insurance coverage. These uninsured losses could aversely affect our
business, financial condition and results of operations.

     We carry comprehensive liability, fire and extended coverage insurance on
most of our facilities, with policy specifications and insured limits
customarily carried for similar properties. However, there are certain types of
losses, such as losses resulting from wars, acts of terrorism, or natural
disasters, that generally are not insured because they are either uninsurable or
not economically insurable. Should an uninsured loss or a loss in excess of
insured limits occur, we could lose capital invested in that property, as well
as the anticipated future revenues derived from the manufacturing activities
conducted at that property, while remaining obligated for any mortgage
indebtedness or other financial obligations related to the property. Any such
loss would adversely impact our business, financial condition and results of
operations.

We are dependent on key personnel.

     Our continued success will depend largely on the efforts and abilities of
our executive officers and certain other key employees, some of whom have
employment agreements with us. If, for any reason, these officers or key
employees do not remain with us, our operations could be adversely affected
until suitable replacements with appropriate experience can be found.

                                      -21-

The frequency and volume of our timber and timberland sales will impact our
financial performance.

     We have a significant inventory of standing timber and timberlands. The
decisions we make concerning the frequency and volume of sales of timber and
timberlands will impact our financial performance.

                                      -22-

                                 USE OF PROCEEDS

     The exchange offer is intended to satisfy our obligations under the
Registration Rights Agreement that we entered into in connection with the
private offering of the original notes. We will not receive any cash proceeds
from the issuance of the exchange notes. The original notes that are surrendered
in exchange for the exchange notes will be retired and cancelled and cannot be
reissued. As a result, the issuance of the exchange notes will not result in any
increase or decrease in our indebtedness.

     Our net proceeds from the private offering of the original notes, after
deducting initial purchaser discounts and our expenses, were approximately
$242.0 million. We used the proceeds from the private offering of the original
notes to repay borrowings under our senior credit facility. As of July 31, 2002,
our senior credit facility consisted of a $31.5 million outstanding U.S. Dollar
Term Loan A, a $47.7 million outstanding Euro Term Loan A, a $293.3 million
outstanding U.S. Dollar Term Loan B, and a $150 million revolving multicurrency
credit facility, with $27.0 million outstanding, all of which accrued interest
at either a LIBOR rate or an alternative base rate plus a calculated margin
amount and reset on a periodic basis. On August 23, 2002, we amended and
restated our senior credit facility. As amended, the senior credit facility
consists of a $250.0 million revolving multicurrency credit facility maturing in
February 2006, and a $300.0 million term loan maturing in August 2009.

                                      -23-

                                 CAPITALIZATION

     The following table sets forth our unaudited historical capitalization as
of July 31, 2002, which includes the effect of the offering of the original
notes, and our unaudited pro forma capitalization as of such date after giving
effect to the amended and restated senior credit facility. You should read this
table in conjunction with the consolidated financial statements and the notes
thereto and other financial data included elsewhere in this prospectus. See
"Selected Historical Consolidated Financial Data."

                                                                                      As of July 31, 2002
                                                                                      -------------------
                                                                                                      As
                                                                                    Actual         Adjusted
                                                                                    ------         --------
                                                                                        (in millions)
                                                                                            
Cash ...........................................................................  $     21.2      $     21.2
                                                                                  ==========      ==========
Senior credit facility(1):
      Revolving credit facility ................................................  $     27.0      $    103.5
      Term loan facilities .....................................................       372.5           300.0
                                                                                  ----------      ----------
            Total senior credit facility .......................................       399.5           403.5
Senior subordinated notes ......................................................       248.0           248.0
Other debt .....................................................................        25.4            25.4
                                                                                  ----------      ----------

Total debt .....................................................................       672.9           676.9
                                                                                  ----------      ----------

Total stockholders' equity .....................................................       582.2           582.2
                                                                                  ----------      ----------

Total capitalization ...........................................................  $  1,255.1      $  1,259.1
                                                                                  ==========      ==========

- --------------
(1)  On August 23, 2002, we amended and restated our senior credit facility. As
     amended, the senior credit facility consists of a $250.0 million revolving
     multicurrency credit facility maturing in February 2006, and a $300.0
     million term loan maturing in August 2009.

                                      -24-

                 SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

     In the following table, we have provided the selected historical
consolidated financial data for each of the five years in the period ended
October 31, 2001, which are derived from our audited consolidated financial
statements. The following table also sets forth the selected consolidated
financial data for the nine-month periods ended July 31, 2002 and 2001, which
are derived from our unaudited consolidated financial statements. The unaudited
financial statements include all adjustments, consisting of normal recurring
accruals which we consider necessary for a fair presentation of the financial
position and the results of operations for these periods. The operating results
for the nine months ended July 31, 2002 are not necessarily indicative of the
results that may be expected for the entire year ending October 31, 2002. You
should read the consolidated financial data below in conjunction with the
consolidated financial statements and related notes thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
contained elsewhere in this prospectus. The results of the operations of Van
Leer Industrial Packaging are included in our consolidated financial statements
from March 2, 2001, the date of acquisition, and thereby are included for five
months of the nine months ended July 31, 2001, for eight months of the fiscal
year ended October 31, 2001, for the entire period of the nine months ended July
31, 2002, and for the entire period of the twelve months ended July 31, 2002,
but are not otherwise included in the consolidated financial statements for any
other period. See also "Unaudited Pro Forma Condensed Combined Financial Data"
contained elsewhere in this prospectus for the pro forma effects of the Van Leer
Industrial Packaging acquisition as if that transaction had occurred as of
November 1, 2000.

                                      -25-

                                                                                                                As of and for the
                                                                                                                nine months ended
                                                         As of and for the years ended October 31,                  July 31,
                                                         -----------------------------------------                  --------
                                                     1997       1998       1999       2000        2001          2001         2002
                                                     ----       ----       ----       ----        ----          ----         ----
                                                                            (U.S. Dollars in millions)
                                                                                                      
Statement of Operations Data:
Net sales ......................................... $688.0     $845.8     $853.4     $964.0     $1,456.0      $1,011.2     $1,197.3

Gain on sale of timberland ........................    0.8        8.1        4.6        9.2         79.7          78.7          9.7
Other income, net (1) .............................   10.6        3.2       10.4        4.9          6.3           4.3          4.7
                                                    ------     ------     ------     ------     --------      --------     --------

                                                     699.4      857.1      868.4      978.1      1,542.0       1,094.2      1,211.7
                                                    ------     ------     ------     ------     --------      --------     --------
Cost of products sold .............................  589.4      676.2      675.1      737.5      1,152.6         802.7        957.5
Selling, general and
   administrative expenses ........................   74.9       90.3      113.0      128.3        204.7         141.7        187.8
Restructuring charge (2) ..........................    5.3       27.5         --         --         11.5          11.5           --
Debt extinguishment charge ........................     --         --         --         --           --            --          4.4
Interest expense, net .............................    0.3        7.5       13.0       11.8         45.2          29.3         40.9
                                                    ------     ------     ------     ------     --------      --------     --------

                                                     669.9      801.5      801.1      877.6      1,414.0         985.2      1,190.6
                                                    ------     ------     ------     ------     --------      --------     --------
Income before income taxes, minority
   interest in income of consolidated
   subsidiaries and equity in earnings
   of affiliates ..................................   29.5       55.6       67.3      100.5        128.0         109.0         21.1
Income taxes ......................................   11.4       22.5       26.7       38.0         48.5          41.3          7.6
                                                    ------     ------     ------     ------     --------      --------     --------
Income before minority interest
   in income of consolidated subsidiaries and
   equity in earnings of affiliates ...............   18.1       33.1       40.6       62.5         79.5          67.7         13.5
Minority interest in income of consolidated
subsidiaries ......................                     --         --         --         --         (0.6)         (0.4)        (0.6)
Equity in earnings of affiliates ..................    4.4        4.3       10.8       13.3          9.9           7.1          5.8
                                                    ------     ------     ------     ------     --------      --------     --------

Net income ........................................ $ 22.5     $ 37.4     $ 51.4     $ 75.8     $   88.8      $   74.4     $   18.7
                                                    ======     ======     ======     ======     ========      ========     ========
Selected Financial Data:
EBITDA (3) ........................................ $ 61.8     $102.8     $122.7     $157.5     $  254.9      $  195.2     $  142.2
Adjusted EBITDA (4) ............................... $ 66.3     $122.2     $118.1     $148.3     $  192.6      $  130.0     $  139.7
Capital expenditures .............................. $ 36.2     $ 38.1     $ 49.3     $ 78.8     $   42.7      $   35.8     $   29.9
Ratio of earnings to fixed charges ................   19.9x       8.1x       6.0x       8.0x         3.7x          4.6x         1.6x

Balance Sheet Data
   (at end of period):
Cash and cash equivalents ......................... $ 17.7     $ 41.3     $  8.9     $ 13.4     $   29.7      $   56.3     $   21.2
Working capital ...................................  112.5      160.3      145.3      148.2        210.7         233.6        193.8
Total assets ......................................  594.5      878.4      911.0      939.3      1,771.2       1,777.4      1,726.2
Total debt ........................................   52.2      235.0      258.0      235.0        714.0         738.5        672.9
Total stockholders' equity ........................  439.0      460.1      488.0      542.5        586.3         599.9        582.2

     -------------
     (1)  Other income, net, primarily includes gain (loss) on sale of
          facilities, foreign exchange gain (loss) and rental income.
     (2)  In the second quarter of 2001, we recorded a restructuring charge
          related to the consolidation of certain duplicate facilities caused by
          the Van Leer Industrial Packaging acquisition and to improve operating
          efficiencies and capabilities. In addition, certain redundant
          administrative functions were eliminated. A similar restructuring plan
          was undertaken in relation to our acquisition of the industrial
          container division of Sonoco Products Company in 1998, and there was a
          restructuring charge related to the consolidation of certain
          administrative facilities in 1997.
     (3)  EBITDA is defined as earnings before interest, income taxes,
          depreciation, depletion, amortization, minority interest in income of
          consolidated subsidiaries, equity in earnings of affiliates and debt
          extinguishment charge. EBITDA is included in this table because it is
          a basis on which we assess our financial performance and debt service
          capabilities. However, EBITDA should not be considered in isolation or
          viewed as a substitute for cash flow from operations, net income or
          other measures of performance as defined by accounting principles
          generally accepted in the United States or as a measure of our
          company's profitability or liquidity. While EBITDA is frequently used
          by securities analysts, lenders and others in their evaluation of
          companies, EBITDA as used herein is not necessarily comparable to
          other similarly titled captions of other companies due to potential
          inconsistencies in the method of calculation. For information
          regarding EBITDA by business segment, see "Management's Discussion and
          Analysis of Financial Condition and Results of Operations--Results of
          Operations."

                                      -26-

     (4)  Adjusted EBITDA excludes gain on sale of timberland, restructuring
          charges, and additional non-recurring costs related to the relocation
          of machinery, employees and other reorganization costs associated with
          the integration of the Van Leer Industrial Packaging acquisition, as
          follows:

                                                                                                             As of and for the
                                                                                                             nine months ended
                                                    As of and for the years ended October 31,                     July 31,
                                                    -----------------------------------------                     --------
                                              1997        1998         1999         2000         2001         2001         2002
                                              ----        ----         ----         ----         ----         ----         ----
                                                                         (U.S. Dollars in millions)
                                                                                                    
EBITDA ...................................  $  61.8     $  102.8     $  122.7     $  157.5     $  254.9     $  195.2     $  142.2
Gain on sale of timberland ...............     (0.8)        (8.1)        (4.6)        (9.2)       (79.7)       (78.7)        (9.7)
Restructuring charge .....................      5.3         27.5           --           --         11.5         11.5           --
Other non-recurring costs ................       --           --           --           --          5.9          2.0          7.2
                                            -------     --------     --------     --------     --------     --------     --------
Adjusted EBITDA ..........................  $  66.3     $  122.2     $  118.1     $  148.3     $  192.6     $  130.0     $  139.7
                                            =======     ========     ========     ========     ========     ========     ========

                                      -27-

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The purpose of this section is to discuss and analyze our consolidated
financial condition, liquidity and capital resources and results of operations.
This analysis should be read in conjunction with the consolidated financial
statements and notes which appear elsewhere in this prospectus. This section
contains certain "forward-looking statements" within the meaning of federal
securities laws that involve risks and uncertainties, including statements
regarding our plans, objectives, goals, strategies and financial performance.
Our actual results could differ materially from the results anticipated in these
forward-looking statements as a result of factors set forth under "Disclosure
Regarding Forward-Looking Statements" and "Risk Factors" and elsewhere in this
prospectus. Our fiscal year begins on November 1 and ends on October 31 of the
following year. Any references in this prospectus to the years 2002, 2001, 2000
or 1999, or to any quarter of those years relates to the fiscal year ending in
that year.

General

Business Segments

     We operate in three business segments: Industrial Shipping Containers;
Containerboard & Corrugated Products; and Timber.

     We are a leading global provider of industrial shipping container products
such as steel, fibre and plastic drums, intermediate bulk containers ("IBCs"),
closure systems for industrial shipping containers, and polycarbonate water
bottles. We seek to provide complete packaging solutions to our customers by
offering a comprehensive range of products and services on a global basis. We
sell our products to customers in industries such as chemicals, paints and
pigments, food and beverage, petroleum, industrial coatings, agricultural,
pharmaceutical and mineral, among others.

     We sell our containerboard, corrugated sheets and other corrugated products
and multiwall bags to customers in North America in industries such as
packaging, automotive, food, and building products. Our corrugated container
products are used to ship such diverse products as home appliances, small
machinery, grocery products, building products, automotive components, books and
furniture, as well as numerous other applications. Our full line of industrial
and consumer multiwall bag products is used to ship a wide range of industrial
and consumer products, such as fertilizers, chemicals, concrete, flour, sugar,
feed, seed, pet foods, popcorn, charcoal, and salt, primarily for the
agricultural, chemical, building products and food industries.

     We also provide our customers with a variety of value-added packaging
services to complement our industrial shipping and corrugated container
products, such as total supply chain management services (including on-site
packaging, warehousing, outgoing logistics, inventory management, vendor
management, on-site labor management and contract filling), as well as research
and development, engineering and design and testing services.

     As of July 31, 2002, we owned approximately 272,500 acres of timberland in
the southeastern United States. Our timber management is focused on the active
harvesting and regeneration of our timber properties to achieve sustainable
long-term yields on our timberland. While timber sales are subject to
fluctuations, we seek to maintain a consistent cutting schedule, within the
limits of market and weather conditions. Soterra, our subsidiary that owns and
manages our timber operations in the United States, is an unrestricted
subsidiary under the indenture governing the notes. See "Risk Factors--The
subsidiary that conducts our timber operations in the United States is an
unrestricted subsidiary."

Recent Acquisitions and Joint Ventures

     Van Leer Industrial Packaging. In March 2001, we acquired Royal Packaging
Industries Van Leer N.V., a Dutch company, Huhtamaki Holdings do Brasil Ltda., a
Brazilian company, Van Leer France Holding S.A.S., a

                                      -28-

French company, Van Leer Containers, Inc., a U.S. company, and American Flange
and Manufacturing Co., Inc., a U.S. company, which are collectively referred to
as "Van Leer Industrial Packaging." We acquired Van Leer Industrial Packaging
for $555.0 million less the amount of certain of its debt and other obligations
($206.4 million) as of the closing date. Van Leer Industrial Packaging was a
worldwide provider of industrial packaging and components, including steel,
fibre and plastic drums, polycarbonate water bottles, IBCs and closure systems
for industrial shipping containers.

     In connection with the Van Leer Industrial Packaging acquisition, we
acquired a 25% interest in Socer-Embalagens, Lda. and a 40.06% interest in
Balmer Lawrie-Van Leer. Socer-Embalagens reconditions used drums at its facility
in Brazil and resells them to customers. Balmer Lawrie-Van Leer manufactures
closure systems for industrial shipping containers and plastic drums at its two
facilities in India.

     The results of the operations of Van Leer Industrial Packaging are included
in the consolidated financial statements for eight months of 2001 and for the
entire period of 2002, but are not included in the consolidated financial
statements for 1999 or 2000, or for the first four months of 2001. See also
"Unaudited Pro Forma Condensed Combined Financial Data" contained elsewhere in
this prospectus for the pro forma effects of the Van Leer Industrial Packaging
acquisition as if that transaction had occurred as of November 1, 2000.

     Great Lakes and Trend Pak. In April 1999, we purchased Great Lakes
Corrugated Corp. ("Great Lakes") and Trend Pak, Inc. ("Trend Pak") for $20.8
million. Great Lakes manufactures corrugated containers in Toledo, Ohio. Trend
Pak adds foam and other packaging materials to corrugated containers
manufactured by Great Lakes.

     Intermediate Bulk Container Business. In January 1999, we purchased the
assets constituting the IBC business of Sonoco Products Company for $38.0
million. This business included one location in Lavonia, Georgia.

     CorrChoice Joint Venture. In November 1998, we entered into a joint venture
agreement to form CorrChoice, Inc. ("CorrChoice") with the then two shareholders
of RDJ Holdings Inc. ("RDJ"), which owned one-half of the outstanding stock of
Ohio Packaging Corporation ("OPC"), and the then minority shareholder (the
"Minority Shareholder") of a subsidiary of OPC. CorrChoice manufactures
corrugated sheets at seven locations in Georgia, Kentucky, Michigan, North
Carolina and Ohio. We sell containerboard to CorrChoice, which it uses to
produce corrugated sheets, and we purchase corrugated sheets from CorrChoice,
with all transactions effected at prevailing market prices. Under the terms of
the joint venture agreement, we contributed to CorrChoice all of our stock of
Michigan Packaging Company and OPC in exchange for 63.24% of the outstanding
stock of CorrChoice. In addition, under the terms of that joint venture
agreement, the two shareholders of RDJ contributed all of their stock of RDJ and
the Minority Shareholder contributed his stock in the subsidiary of OPC in
exchange for an aggregate 36.76% of the outstanding stock of CorrChoice. In
connection with the joint venture agreement, we entered into a voting agreement
under which we can elect one-half of CorrChoice's board of directors, and
therefore, we do not control CorrChoice. CorrChoice has been, and is expected to
continue to be, self-supporting. Under certain circumstances, we may purchase,
or be required to purchase, the other parties' interest in CorrChoice, or we may
be required to sell our interest to the other parties, at a price determined in
the manner described in the relevant agreement.

     The joint venture agreement and related agreements contain certain
covenants and restrictions on certain business activities. These restrictions
have not affected our business or operations in any material respect and have
not prevented us from pursuing any business opportunities that we desired to
pursue.

Critical Accounting Policies

     The discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements, in accordance with
these principles, require us to make estimates and assumptions that affect the
reported amount of assets and liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities at the date of our financial
statements.

                                      -29-

     A summary of our significant accounting policies is included in the Notes
to Consolidated Financial Statements included in this prospectus. We believe
that the consistent application of these policies enable us to provide readers
of the financial statements with useful and reliable information about our
operating results and financial condition. The following are the accounting
policies that we believe are most important to the portrayal of our financial
condition and results and require our most difficult, subjective or complex
judgments.

     .    Allowance for Accounts Receivable--We evaluate the collectibility of
          our accounts receivable based on a combination of factors. In
          circumstances where we are aware of a specific customer's inability to
          meet its financial obligations to us, we record a specific allowance
          for bad debts against amounts due to reduce the net recognized
          receivable to the amount we reasonably believe will be collected. For
          all other customers, we recognize allowances for bad debts based on
          the length of time receivables are past due with allowance
          percentages, based on our historical experiences, applied on a
          graduated scale relative to the age of the receivable amounts. If
          circumstances change (i.e., higher than expected bad debt experience
          or an unexpected material adverse change in a major customer's ability
          to meet its financial obligations to us), our estimates of the
          recoverability of amounts due to us could be reduced by a material
          amount.

     .    Inventory Reserves--Reserves for slow moving and obsolete inventories
          are provided based on historical experience and product demand. We
          continuously evaluate the adequacy of these reserves, and make
          adjustments to these reserves as required.

     .    Net Assets Held for Sale--Net assets held for sale represent land,
          buildings and land improvements less accumulated depreciation for
          locations that have been closed, primarily as a result of the
          consolidation plans in the Industrial Shipping Containers segment. We
          record net assets held for sale in accordance with Statement of
          Financial Accounting Standards ("SFAS") No. 121 at the lower of
          carrying value or fair value less cost to sale. Fair value is based on
          the estimated proceeds from the sale of the facility utilizing recent
          buy offers, market comparables and/or data obtained from our
          commercial real estate broker. Our estimate as to fair value is
          regularly reviewed and subject to changes in the commercial real
          estate markets and our continuing evaluation as to the facility's
          acceptable sale price.

     .    Properties, Plants and Equipment--Depreciation on properties, plants
          and equipment is provided on the straight-line method over the
          estimated useful lives of our assets. Depletion on timber properties
          is computed on the basis of cost and the estimated recoverable timber
          acquired. We believe that the lives and methods of determining
          depreciation and depletion are reasonable; however, using other lives
          and methods could provide materially different results.

     .    Derivative Financial Instruments--We enter into interest rate swap
          agreements for the purpose of hedging our exposure to fluctuations in
          interest rates. Our interest rate swap contracts are considered cash
          flow hedges. We entered into interest rate swap contracts to assist us
          in managing our exposure to variable rate debt. The differentials
          payable or receivable under these agreements are recorded as
          adjustments to interest expense and are included in interest
          receivable or payable. An asset or liability is recorded on our
          balance sheet for the fair value of the interest rate swap agreements.
          A corresponding charge or credit is reflected, net of tax, in other
          comprehensive income (loss).

          We enter into foreign currency forward contracts to hedge certain
          short-term intercompany loan transactions with our foreign businesses.
          Such contracts limit our exposure to both favorable and unfavorable
          currency fluctuations. These contracts are adjusted to reflect market
          value as of each balance sheet date, with the resulting changes in
          fair value being recognized in other income, net.

     .    Restructuring Liabilities--Restructuring liabilities are determined in
          accordance with appropriate accounting guidance, including Emerging
          Issues Task Force ("EITF") No. 94-3, EITF No. 95-3 and Staff
          Accounting Bulletin No. 100 depending upon the facts and circumstances
          surrounding the situation. Restructuring liabilities recorded in
          connection with existing and acquired businesses are further discussed
          in the Notes to Consolidated Financial Statements included in this
          prospectus.

                                      -30-

     .    Pension and Postretirement Benefits--Pension and postretirement
          benefit expenses are determined by our actuaries using assumptions
          about the discount rate, expected return on plan assets, rate of
          compensation increase and health care cost trend rates. Further
          discussion of our pension and postretirement benefit plans and related
          assumptions is included in the Notes to Consolidated Financial
          Statements included in this prospectus. The actual results would be
          different using other assumptions.

     .    Income Taxes--Our effective tax rate, taxes payable and the tax bases
          of our assets and liabilities reflect current tax rates in our
          domestic and foreign tax jurisdictions and our best estimate of the
          ultimate outcome of on-going and potential future tax audits.
          Valuation allowances are established where expected future taxable
          income does not support the realization of the deferred tax assets.

     .    Environmental Cleanup Costs--We expense environmental expenditures
          related to existing conditions caused by past or current operations
          and from which no current or future benefit is discernable. Our
          estimates of environmental remediation costs are based upon an
          evaluation of currently available facts with respect to each
          individual site, including the results of environmental studies and
          testing, and considering existing technology, presently enacted laws
          and regulations, and prior experience in remediation of contaminated
          sites. Expenditures that extend the life of the related property, or
          mitigate or prevent future environmental contamination are
          capitalized. We determine our liability on a site-by-site basis and
          record a liability at the time when it is probable and can be
          reasonably estimated. Our estimated liability is reduced to reflect
          insurance coverage that is in place for environmental contingencies
          assumed in our acquisition of Van Leer Industrial Packaging and the
          anticipated participation of other potentially responsible parties in
          those instances where it is probable that such parties are legally
          responsible and financially capable of paying their respective shares
          of the relevant costs. Actual costs to be incurred in future periods
          at the identified sites may vary from the estimates, given the
          inherent uncertainties in evaluating environmental exposures. Future
          information and developments will require us to continually reassess
          the expected impact of these environmental matters.

     .    Contingencies--Various lawsuits, claims and proceedings have been or
          may be instituted or asserted against us, including those pertaining
          to environmental, product liability, safety and health matters. We are
          continually consulting legal counsel and evaluating requirements to
          reserve for contingencies in accordance with SFAS No. 5. While the
          amounts claimed may be substantial, the ultimate liability cannot
          currently be determined because of the considerable uncertainties that
          exist. Based on the facts currently available, we believe the
          disposition of matters that are pending will not have a material
          effect on the consolidated financial statements.

     .    Goodwill, Other Intangible Assets and Other Long-Lived
          Assets--Goodwill is amortized on a straight-line basis over 15 or 25
          year periods based on consideration regarding the age of the acquired
          businesses, their customers and the risk of obsolescence of their
          products. The costs of acquired intangible assets are amortized on a
          straight-line basis over their estimated economic lives of 2 to 25
          years. Our policy is to periodically review goodwill, other intangible
          assets and other long-lived assets based upon the evaluation of such
          factors as the occurrence of a significant adverse event or change in
          the environment in which the business operates, or if the expected
          future net cash flows (undiscounted and without interest) would become
          less than the carrying amount of the asset. An impairment loss would
          be recorded in the period such determination is made based on the fair
          value of the related assets.

          In June 2001, the Financial Accounting Standards Board ("FASB") issued
          SFAS No. 142, "Goodwill and Other Intangible Assets," which requires
          that goodwill no longer be amortized, but instead be periodically
          reviewed for impairment. The provisions of SFAS No. 142 will be
          effective for fiscal years beginning after December 15, 2001. As such,
          we will adopt SFAS No. 142 at the beginning of our 2003 fiscal year.

          We anticipate that the application of the non-amortization provisions
          of SFAS No. 142 will increase our net income upon adoption.
          Amortization expense related to our goodwill and indefinite-lived
          assets was $6.5 million and $8.4 million for our nine-month period
          ended July 31, 2002 and 2001, respectively, and $9.2 million for the
          fiscal year ended October 31, 2001.

          At this time, the effect of the impairment provisions provided by SFAS
          No. 142 is not known.

                                      -31-

     Other items that could have a significant impact on the financial
statements include the risks and uncertainties listed in this prospectus under
"Disclosure Regarding Forward-Looking Statements" and "Risk Factors." Actual
results could differ materially using different estimates and assumptions, or if
conditions are significantly different in the future.

Results of Operations

     Historically, revenues and earnings may or may not be representative of
future operating results due to various economic and other factors. Our
year-to-year and period-to-period comparisons have been significantly effected
by our acquisition of Van Leer Industrial Packaging in March 2001.

     We define EBITDA as earnings from continuing operations before interest,
income taxes, depreciation, depletion, amortization, minority interest in income
of consolidated subsidiaries, equity in earnings of affiliates and debt
extinguishment charge. EBITDA is included in this section because it is a basis
on which we assess our financial performance and debt service capabilities.
However, EBITDA should not be considered in isolation or viewed as a substitute
for cash flow from operations, net income or other measures of performance as
defined by accounting principles generally accepted in the United States or as a
measure of our company's profitability or liquidity. While EBITDA is frequently
used by securities analysts, lenders and others in their evaluation of
companies, EBITDA as used herein is not necessarily comparable to other
similarly titled captions of other companies due to potential inconsistencies in
the method of calculation.

     The following table sets forth the net sales and EBITDA for each business
segment for 2001, 2000 and 1999, and for the first nine months of 2002 and 2001.

                                                                                                                    For the
                                                                                 For the years ended           nine months ended
                                                                                     October 31,                    July 31,
                                                                                     -----------                    --------
                                                                            1999        2000        2001        2001        2002
                                                                            ----        ----        ----        ----        ----
                                                                                                           
Net sales
      Industrial Shipping Containers ..................................   $  477.4    $  490.9    $1,038.9    $  697.6    $  927.6
      Containerboard & Corrugated Products ............................      351.9       428.4       379.3       285.1       239.7
      Timber ..........................................................       24.1        44.7        37.8        28.5        30.0
                                                                          --------    --------    --------    --------    --------
            Total net sales ...........................................   $  853.4       964.0    $1,456.0    $1,011.2    $1,197.3
                                                                          ========    ========    ========    ========    ========
EBITDA
      Industrial Shipping Containers ..................................   $   53.7    $   46.2    $   88.5    $   54.9    $   89.7
      Containerboard & Corrugated Products ............................       51.6        80.5        82.4        61.4        32.3
      Timber ..........................................................       25.3        46.7       111.5       103.0        35.7
                                                                          --------    --------    --------    --------    --------
            Total segment .............................................      130.6       173.4       282.4       219.3       157.7
      Restructuring charge ............................................         --          --       (11.5)      (11.5)         --
      Corporate and other(1) ..........................................       (7.9)      (15.9)      (16.0)      (12.6)      (15.5)
                                                                          --------    --------    --------    --------    --------
            Total EBITDA ..............................................      122.7       157.5       254.9       195.2       142.2
Depreciation, depletion and amortization ..............................      (42.4)      (45.2)      (81.5)      (57.5)      (74.9)
Debt extinguishment charge ............................................         --          --          --          --        (4.4)
Interest expense, net .................................................      (13.0)      (11.8)      (45.2)      (29.3)      (40.9)
Foreign currency effects ..............................................         --          --        (0.2)        0.6        (0.9)
                                                                          --------    --------    --------    --------    --------
        Income before income taxes, minority interest in income of
         consolidated subsidiaries and equity in earnings of
         affiliates ...................................................   $   67.3    $  100.5    $  128.0    $  109.0    $   21.1
                                                                          ========    ========    ========    ========    ========

- ------------
(1)  Amounts prior to 2002 for corporate and other have been adjusted to reflect
     the allocation of corporate costs consistent with the 2002 presentation.

Nine Months Ended July 31, 2002 Compared to Nine Months Ended July 31, 2001

Overview

     Net sales increased to $1,197.3 million, an increase of 18.4%, in the first
nine months of 2002 from $1,011.2 million in the first nine months of 2001. This
increase resulted from a $189.5 million increase in net sales from

                                      -32-

outside North America, partially offset by a $3.5 million decrease in net sales
from the North American operations. The decrease in the North American
operations was due to lower net sales in the Containerboard & Corrugated
Products segment ($45.4 million decrease), which were partially offset by the
Industrial Shipping Containers segment ($40.4 million increase) and the Timber
segment ($1.5 million increase). The higher net sales in the North American
operations of the Industrial Shipping Containers segment, as well as the higher
net sales outside North America, were primarily due to the inclusion of Van Leer
Industrial Packaging sales volume for nine months in 2002 compared to five
months in 2001.

      EBITDA was $142.2 million for the first nine months of 2002 as compared to
$206.7 million, before the $11.5 million second quarter restructuring charge,
for the first nine months of 2001. The $64.5 million decrease in EBITDA was
attributable to lower gains on the sale of timberland ($69.0 million decrease)
and the Containerboard & Corrugated Products segment ($29.1 million decrease),
which were partially offset by the inclusion of the Van Leer Industrial
Packaging operations and higher timber sales.

Segment Review

      Industrial Shipping Containers

      The Industrial Shipping Containers segment had an increase in net sales of
$229.9 million, or 33.0%, for the first nine months of 2002 as compared to the
first nine months of 2001. This increase was primarily due to an increase of
$189.5 million in net sales outside North America and an increase of $40.4
million in net sales in North America due to additional sales volume from the
inclusion of nine months of the Van Leer Industrial Packaging operating results
in 2002 compared to five months in 2001. A decrease in customer demand,
particularly in the chemical industry, partially offset this increase in net
sales.

      EBITDA for Industrial Shipping Containers increased to $89.7 million for
the first nine months of 2002 as compared to $54.9 million, before the $11.5
million second quarter restructuring charge, for the first nine months of 2001.
The primary reasons for this increase relate to improved sales volumes as a
result of the Van Leer Industrial Packaging acquisition, lower raw materials as
a percentage of net sales, and positive contributions from the prior year
consolidation plan.

      Containerboard & Corrugated Products

      The Containerboard & Corrugated Products segment had a decrease in net
sales of $45.4 million, or 15.9%, for the first nine months of 2002 as compared
to the first nine months of 2001. This decrease in net sales was primarily due
to lower customer demand, consistent with the industry, for corrugated
containers and containerboard due to continued weakness in the U.S. economy.
Lower average sales price for linerboard and medium also affected net sales
during the first nine months of 2002 as compared to the first nine months of
2001.

      EBITDA for the Containerboard & Corrugated Products segment decreased to
$32.3 million for the first nine months of 2002 as compared to $61.4 million for
the first nine months of 2001. Improved operating efficiencies partially offset
the decline caused by lower net sales for this segment.

       Timber

      The Timber segment had an increase in net sales of $1.5 million, or 5.3%,
for the first nine months of 2002 as compared to the first nine months of 2001.
While timber sales are subject to fluctuations, we seek to maintain a consistent
cutting schedule, within the limits of market and weather conditions.

      The sales of timber are recorded as net sales, while timberland sales are
included in gain on sale of timberland. The gain on sale of timberland was $9.5
million for the first nine months of 2002 as compared to $78.4 million for the
first nine months of 2001. See "Timberland Transactions" below.

      EBITDA for the Timber segment decreased to $35.7 million for the first
nine months of 2002 as compared to $103.0 million for the first nine months of
2001. The decrease in EBITDA was primarily the result of the significant gain on
sale of timberland in the prior period slightly offset by higher timber sales.

                                      -33-

Other Income Statement Changes

      Gain on Sale of Timberland

      Gain on sale of timberland decreased $69.0 million in the first nine
months of 2002 as compared to the first nine months of 2001 primarily due to the
timberland sales described in the "Timberland Transactions" section below.

      Other Income, Net

      Other income, net increased $0.4 million in the first nine months of 2002
as compared to the first nine months of 2001. The change in other income was
primarily due to additional gains on the sale of facilities.

      Cost of Products Sold

      The cost of products sold, as a percentage of net sales, increased to
80.0% in the first nine months of 2002 from 79.4% in the first nine months of
2001. The increase was primarily due to weakening in the Containerboard &
Corrugated Products segment, which was affected by increased raw material costs,
especially old corrugated containers ("OCC"), without a corresponding increase
in sales prices. The increase was partially offset by an overall improvement in
the Industrial Shipping Containers segment, which resulted from improved
operating efficiencies and lower raw material costs, and higher Timber segment
sales, which had very low cost associated with them.

      Selling, General and Administrative Expenses

      Selling, general and administrative ("SG&A") expenses increased to $187.8
million (15.7% of net sales) in the first nine months of 2002 as compared to
$141.7 million (14.0% of net sales) in the first nine months of 2001. The $46.1
million increase was primarily due to additional SG&A expenses related to Van
Leer Industrial Packaging, including $2.8 million of additional amortization
expense related to the goodwill and other intangible assets. SG&A expenses, as a
percentage of net sales, primarily increased as a result of lower sales volumes,
on a comparable structure basis, for Industrial Shipping Containers and lower
net sales in the Containerboard & Corrugated Products segment. In addition, the
year-to-date results were impacted by higher employee benefit costs and certain
non-recurring costs related to our organizational improvement initiatives and
on-going reorganization activities.

      Debt Extinguishment Charge

      During the third quarter of 2002, we recorded a debt extinguishment charge
of $4.4 million related to the partial extinguishment of the $900 million Senior
Secured Credit Agreement.

      Restructuring Charge

      As further described in the "Restructuring Charge" section below, we
recognized a restructuring charge of $11.5 million during the second quarter of
2001.

      Interest Expense, Net

      Interest expense, net increased to $40.9 million during the first nine
months of 2002 as compared to $29.3 million in the first nine months of 2001.
The increase was primarily due to higher average debt outstanding of $689.7
million during the first nine months of 2002 as compared to $500.0 million
during the first nine months of 2001. The increase in average debt outstanding
was primarily the result of borrowings made in connection with the Van Leer
Industrial Packaging acquisition. Because the acquisition occurred on March 2,
2001, the acquisition related debt was outstanding for only five months in 2001
as compared to nine months in 2002.

                                      -34-

       Income Taxes

       The effective tax rate decreased to 36.0% for the first nine months of
2002 as compared to 37.9% in the first nine months of 2001, primarily as a
result of a change in the mix of income outside North America.

       Minority Interest in Income of Consolidated Subsidiaries

       As part of the Van Leer Industrial Packaging acquisition, we acquired
majority holdings in various companies. The operating results of these companies
have been included in the consolidated results following the acquisition on
March 2, 2001, and the minority interest of other persons in the respective net
income of these companies has been reflected as an expense.

       Equity in Earnings of Affiliates

       Equity in earnings of affiliates decreased to $5.8 million for the first
nine months of 2002 as compared to $7.1 million in the first nine months of
2001. This income represents our equity interest in the net income of
CorrChoice, Inc. and, to a lesser extent, Abzac-Greif, Socer-Embalagens, Lda.
and Balmer Lawrie-Van Leer.

       Net Income

       Based on the foregoing, net income decreased $55.8 million, or 74.9%, to
$18.7 million for the first nine months of 2002 from $74.4 million in the first
nine months of 2001.

Fiscal Year 2001 Compared to Fiscal Year 2000 and
Fiscal Year 2000 Compared to Fiscal Year 1999

Overview

       Net sales increased to $1,456.0 million, an increase of 51.0%, in 2001
from $964.0 million in 2000. This increase resulted from a $446.2 million
increase in net sales from outside North America and a $45.8 million increase in
net sales from the North American operations. The increase in net sales from the
North American operations was due to the Industrial Shipping Containers segment
($101.8 million increase), which was partially offset by lower net sales in the
Containerboard & Corrugated Products segment ($49.1 million decrease) and the
Timber segment ($6.9 million decrease). The higher net sales in the North
American operations of the Industrial Shipping Containers segment was primarily
due to the inclusion of additional sales volume from the operations of Van Leer
Industrial Packaging. The weaker economic conditions in the United States that
prevailed throughout 2001 compared to 2000 caused lower sales volumes and
increased competitive pricing in both the Industrial Shipping Containers and
Containerboard & Corrugated Products segments.

       EBITDA was $266.4 million, before the $11.5 million second quarter
restructuring charge, for 2001 as compared to $157.5 million for 2000. The
$108.9 million increase in EBITDA was attributable to higher gains on the sale
of timberland ($70.4 million increase) and the inclusion of the operations of
Van Leer Industrial Packaging. The factors that caused a reduction in EBITDA
included weaker economic conditions in the United States for both the Industrial
Shipping Containers and Containerboard & Corrugated Products segments. In
addition, lower timber sales partially offset the improvement in EBITDA.

Segment Review

       Industrial Shipping Containers

       2001 Compared to 2000

       The Industrial Shipping Containers segment had an increase in net sales
of $548.0 million, or 111.6%, for 2001 as compared to 2000. This increase was
primarily due to the inclusion of $446.2 million of net sales outside

                                      -35-

      North America resulting from the operations of Van Leer Industrial
Packaging. Net sales for the North American operations increased $101.8 million
for 2001 as compared to 2000 due to additional sales volume from the operations
of Van Leer Industrial Packaging during the eight months included in that year.
A decrease in customer demand caused by weaknesses in the U.S. economy,
particularly in the chemical industry, partially offset this increase in net
sales. In addition, net sales to the agricultural sector were lower in the first
quarter of 2001 compared to 2000, which benefited from a late harvest of certain
crops during 1999 that extended into the first quarter of 2000.

      EBITDA for the Industrial Shipping Containers segment increased to $88.5
million, before the $11.5 million second quarter restructuring charge, for 2001
as compared to $46.2 million for 2000. The primary reason for this increase
relates to $48.8 million in EBITDA from outside North America related to the
inclusion of the operations of Van Leer Industrial Packaging.

      2000 Compared to 1999

      The Industrial Shipping Containers segment had an increase in net sales of
$13.5 million, or 2.8%, in 2000 as compared to 1999. This increase was due to an
improvement in general market conditions, especially in the chemical industry,
improved pricing to offset higher raw material prices and regained sales volumes
lost as a result of the 1998 and 1999 plant closings and consolidation efforts.
In addition, there was an increase in activities related to container leasing
and reconditioning.

      EBITDA for the Industrial Shipping Containers segment decreased to $46.2
million for 2000 as compared to $53.7 million for 1999. The primary reason for
this decrease was due to a larger corporate allocation, caused by improvements
in our infrastructure, during 2000.

      Containerboard & Corrugated Products

      2001 Compared to 2000

      The Containerboard & Corrugated Products segment had a decrease in net
sales of $49.1 million, or 11.5%, for 2001 as compared to 2000. This reduction
in net sales was caused by lower customer demand for corrugated containers and
containerboard due to continued weaknesses in the U.S. economy. Lower average
sales price for linerboard and medium also affected net sales during 2001 as
compared to 2000.

      EBITDA for the Containerboard & Corrugated Products segment increased to
$82.4 million for 2001 as compared to $80.5 million for 2000. Lower raw material
prices, especially for old corrugated containers, a higher containerboard
integration percentage and improved operating efficiencies more than offset the
decline caused by lower net sales for this segment.

      2000 Compared to 1999

      The Containerboard & Corrugated Products segment had an increase in net
sales of $76.5 million, or 21.7%, for 2000 as compared to 1999. This increase
was primarily due to a 32.5% increase in the average sales price of
containerboard. In addition, there were $16.0 million of additional net sales
from the Great Lakes and Trend Pak operations, which were acquired in 1999.

      EBITDA for the Containerboard & Corrugated Products segment increased to
$80.5 million for 2000 as compared to $51.6 million for 1999. This increase
resulted from improved gross margins resulting from the higher sales prices of
this segment's products without a corresponding increase in its costs. The
increase was partially offset by higher costs allocated from corporate to
support improvements in our infrastructure.

                                      -36-

      Timber

      2001 Compared to 2000

      The Timber segment had a decrease in net sales of $6.9 million, or 15.4%,
for 2001 as compared to 2000. While timber sales are subject to fluctuations, we
seek to maintain a consistent cutting schedule within the limits of market and
weather conditions.

      The sales of timber are recorded as net sales, while timberland sales are
included in gain on sale of timberland. The gain on sale of timberland was $79.7
million for 2001 as compared to $9.2 million for 2000. See "Timberland
Transactions" below.

      EBITDA for the Timber segment increased to $111.5 million for 2001 as
compared to $46.7 million for 2000. The increase was primarily the result of
significant gains on the sale of timberland which were partially offset by lower
timber sales.

      2000 Compared to 1999

      The Timber segment had an increase in net sales of $20.6 million, or
85.5%, for 2000 as compared to 1999. This increase was primarily due to a full
year of net sales resulting from the timber marketing agreement with Bennett &
Peters, Inc. initiated in May 1999. Our timber marketing strategy is focused on
the active harvesting and regeneration of our timber properties in the United
States to achieve sustainable long-term yields on our timberland. We seek to
maintain a consistent cutting schedule for the sale of timber within the limits
of market and weather conditions.

      EBITDA for the Timber segment increased to $46.7 million for 2000 as
compared to $25.3 million in 1999. This increase was due to the significant
improvement in net sales as well as $4.7 million of additional gains on the sale
of timberland.

Other Income Statement Changes

      Gain on Sale of Timberland

      Gain on sale of timberland increased $70.5 million in 2001 as compared to
2000 primarily due to the timber property sales described in the "Timberland
Transactions" section below.

      The gain on sale of timberland increased $4.6 million in 2000 as compared
to 1999.

      Other Income, Net

      Other income, net increased $1.4 million in 2001 as compared to 2000. The
increase in other income was primarily due to an increase from gains on the sale
of facilities in comparison to 2000. See "Restructuring Charge" below.

      Other income, net decreased $5.5 million in 2000 as compared to 1999. This
decrease was primarily due to a decrease of $7.5 million from gains on the sale
of facilities in comparison to 1999.

      Cost of Products Sold

      The cost of products sold, as a percentage of net sales, increased to
79.2% in 2001 from 76.5% in 2000. The increase was primarily due to the
inclusion of the operations of Van Leer Industrial Packaging, which contributed
to a higher cost of products sold as a percentage of net sales because products
from those operations have lower gross margins than our other products. In
addition, Timber segment sales, which have a much lower cost associated with

                                      -37-

them, were below those in 2000. This increase was partially offset by lower raw
material costs, which more than offset the lower sales volume, in the
Containerboard & Corrugated Products segment.

     Cost of products sold, as a percentage of net sales, decreased to 76.5% for
2000 as compared to 79.1% for 1999. The improvement was primarily due to the
higher Timber segment net sales in 2000. Our timber sales have a very low cost
associated with them. In addition, the cost of products sold, as a percentage of
net sales, for the Containerboard & Corrugated Products segment decreased as a
result of the higher sales prices of its products without a corresponding
increase in the cost of products sold. The cost of products sold, as a
percentage of net sales, decreased slightly for the Industrial Shipping
Containers segment.

     Selling, General and Administrative Expenses

     SG&A expenses increased to $204.7 million (14.1% of net sales) for 2001 as
compared to $128.3 million (13.3% of net sales) for 2000. The $76.4 million
increase was primarily due to additional SG&A expenses related to the operations
of Van Leer Industrial Packaging. In addition, there was $5.3 million of
amortization expense related to the goodwill and other intangible assets
acquired in the Van Leer Industrial Packaging transaction included in the 2001
results.

     Despite increasing to $128.3 million in 2000 from $113.0 million in 1999,
SG&A expenses only increased slightly to 13.3% of net sales in 2000 from 13.2%
of net sales in 1999. The increased expenditures primarily represented higher
costs to support infrastructure improvements for current and future growth
initiatives at that time. In addition, $3.2 million of additional commission
expense resulted from the sale of timber and timberland in 2000. The increase
was partially offset by a $2.9 million reduction in Year 2000 remediation
expenses.

     Restructuring Charges

     As further described in the "Restructuring Charge" section below, we
recognized a pretax restructuring charge of $11.5 million during the second
quarter of 2001.

     Interest Expense, Net

     Interest expense, net increased to $45.2 million in 2001 as compared to
$11.8 million in 2000. This increase was primarily due to higher average debt
outstanding in 2001 as compared to 2000 as a result of the Van Leer Industrial
Packaging acquisition.

     Interest expense, net decreased to $11.8 million in 2000 as compared to
$13.0 million in 1999. This decrease was primarily due to $2.5 million of
capitalized interest in 2000 compared to $0.4 million in 1999. The increase in
capitalized interest related to several large capital projects, including our
management information system, a new steel drum line in LaPorte, Texas, and a
new corrugated container plant in Louisville, Kentucky. This decrease was
partially offset by higher interest rates that prevailed throughout 2000 as
compared to 1999.

     Income Taxes

     The effective tax rate remained at 37.9% for 2001 and 2000.

     The effective tax rate decreased to 37.9% for 2000 as compared to 39.7% for
1999. The decrease, which was due to lower state and local taxes, had a positive
effect on net income in 2000.

     Minority Interest in Income of Consolidated Subsidiaries

     As part of the Van Leer Industrial Packaging acquisition, we assumed
minority holdings in various companies. From the date of acquisition, these
companies have been included in the consolidated results for 2001, and the
minority interests in their respective net incomes have been eliminated.

                                      -38-

     Equity in Earnings of Affiliates

     Equity in earnings of affiliates decreased to $9.9 million for 2001 as
compared to $13.3 million in 2000. This income represents our equity interest in
the net income of CorrChoice and, to a lesser extent, Abzac-Greif,
Socer-Embalagens, Lda. and Balmer Lawrie-Van Leer.

     Equity in earnings of affiliates increased to $13.3 million in 2000 as
compared to $10.8 million in 1999.

     Net Income

     Based on the foregoing, net income increased $13.0 million, or 17.1%, to
$88.8 million in 2001 from $75.8 million in 2000.

     Based on the foregoing, net income increased $24.4 million, or 47.5%, to
$75.8 million in 2000 from $51.4 million in 1999.

Restructuring Charge

     During the second quarter of 2001, we approved a plan to consolidate some
of our locations in order to eliminate duplicate facilities caused by the Van
Leer Industrial Packaging acquisition and to improve operating efficiencies and
capabilities (see Note 5 to the Consolidated Financial Statements for the year
ended October 31, 2001 and Note 3 to the Consolidated Interim Financial
Statements for the nine months ended July 31, 2002, contained elsewhere in this
prospectus). The plan was the result of an in-depth study to determine whether
certain locations, either existing or newly acquired, should be closed and the
sales and manufacturing volume associated with such plants relocated to a
different facility. Six existing company-owned plastic drum and steel drum
plants were identified to be closed. These plants are located in North America.
In addition, certain redundant administrative functions were identified to be
eliminated. As a result of this plan, during the second quarter of 2001, we
recognized a pretax restructuring charge of $11.5 million, consisting of $8.0
million in employee separation costs (approximately 250 employees) and a $3.5
million loss on disposal of equipment and facilities. We have sold or are in the
process of selling these six company-owned facilities.

     In addition, in connection with the March 2001 acquisition of Van Leer
Industrial Packaging and the consolidation plan described in the preceding
paragraph, five facilities purchased as part of that acquisition have been or
will be closed. These facilities are owned by our subsidiaries. The facilities
are located in North America, South America, United Kingdom and Asia Pacific. In
addition, certain redundant administrative functions have been or will be
eliminated. Accordingly, we recognized a $19.7 million restructuring liability
in our purchase price allocation related to these locations. This liability was
accounted for under EITF No. 95-3, "Recognition of Liabilities in Connection
with a Purchase Business Combination." The liability consisted of $16.5 million
in employee separation costs (approximately 300 employees) and $3.2 million in
other exit costs. We have sold or are in the process of selling these
company-owned facilities.

     We expect to complete these restructuring activities during 2002. We have
incurred additional costs of $5.9 million in 2001, $4.3 million for the nine
months ended July 31, 2002, and will continue to incur additional costs during
the remainder of 2002 related to the relocation of machinery, employees and
other reorganization activities, all of which have been or will be charged to
the results of operations. We believe that upon the completion of the
consolidation plan, positive contributions to earnings on an annualized basis
from these actions will be approximately $27.5 million.

Timberland Transactions

     In December 2000, we sold certain hardwood timberland for $44.4 million. As
such, we recognized a gain of $43.0 million during the first quarter of 2001
related to this transaction. In a related agreement, we sold other hardwood
timberland for $30.0 million in March 2001, and we recognized a gain of $27.7
million during the second

                                      -39-

quarter of 2001. A total of approximately 65,000 acres of timber properties
situated in Arkansas, Mississippi and Louisiana were sold as a result of these
transactions.

     In a separate transaction in December 2000, we purchased certain pine
timberland for $42.8 million. In a related agreement, we purchased other pine
timberland for $43.1 million in March 2001. A total of approximately 63,000
acres of timber properties situated in Louisiana were purchased as a result of
these transactions.

     For tax purposes, these sale and purchase transactions were treated as
like-kind exchanges pursuant to Section 1031 of the Internal Revenue Code, which
resulted in a deferral of the tax gain on the sale transactions.

Liquidity and Capital Resources

     Our primary sources of liquidity are operating cash flows and borrowings
under our senior credit facility, discussed below. We have used these sources to
fund our working capital needs, capital expenditures, cash dividends, common
stock repurchases and acquisitions. We anticipate continuing to fund these items
in a like manner. We currently expect that operating cash flows, the proceeds
from the original notes offering, and borrowings under our amended and restated
senior credit facility will be sufficient to fund our working capital, capital
expenditure, debt repayment and other liquidity needs for the foreseeable
future.

Capital Expenditures and Business Acquisitions

     During 2001, we invested $42.7 million in capital expenditures, excluding
the purchase of timberland properties ($89.5 million), and we invested $29.9
million in capital expenditures, excluding the purchase of timberland properties
($8.9 million), during the nine months ended July 31, 2002. During the last
three years, we have invested $170.8 million in capital expenditures, $89.5
million in timberland purchases and $387.1 million in acquisitions of
businesses, net of cash acquired. See "--Recent Acquisitions" for a description
of the businesses acquired since the beginning of our 1999 fiscal year.

     We have approved future capital expenditures of approximately $21 million
through July 31, 2003. These expenditures are primarily to replace and improve
equipment and to continue implementation of a new management information system.

Balance Sheet Changes

July 31, 2002 Compared to October 31, 2001

     The reduction in trade accounts receivable was due to lower net sales in
the third quarter of 2002 compared to the fourth quarter of 2001.

     Inventories were higher primarily due to the increases in our raw material
costs and the build up of inventory related to our agricultural markets.

     The increase in accounts payable was due to higher raw material costs and
the timing of payments made to our suppliers.

     Accrued payrolls and employee benefits were higher at July 31, 2002 as
compared to October 31, 2001 as a result of the increase in these costs as well
as timing of our payments.

     The restructuring reserves decreased as a result of plant closings and
other reorganization costs. See "Restructuring Charge" section above.

                                      -40-

     The reduction in total debt was due to the repayment of amounts borrowed
under our existing $900 million Senior Secured Credit Agreement, partially
offset by the issuance of $250 million Senior Subordinated Notes. See "Borrowing
Arrangements" section below.

     The decrease in other long-term liabilities was primarily due to a lower
liability related to the swap contracts on our existing $900 million Senior
Secured Credit Agreement, the timing of payments on workers' compensation, and
other changes not individually significant.

October 31, 2001 Compared to October 31, 2000

     In general, the increases in our assets and liabilities were primarily due
to the acquisition of Van Leer Industrial Packaging in March 2001. In addition,
our timberland assets increased due to our purchase of 63,000 acres of pine
timber property in Louisiana in 2001. See "Timberland Transactions" above.

     The increase in restructuring reserves was due to our 2001 consolidation
plan, which has been reduced due to payments of severance and restructuring
costs. See "Restructuring Charge" above.

     The increase in long-term debt was the result of borrowings under our
existing senior credit facility, which was used to fund the Van Leer Industrial
Packaging acquisition and to refinance amounts outstanding under our then
existing credit facility. This increase was partially offset by debt repayments.

     The increase in deferred tax liability was primarily due to our timberland
sales in 2001 and the Van Leer Industrial Packaging acquisition. See "Timberland
Transactions" above.

Borrowing Arrangements

     See "Description of Senior Credit Facility" for a description of our
amended and restated credit facility. Prior to its amendment, the senior credit
facility consisted of three terms loans and a $150 million revolving
multicurrency credit facility. The proceeds from this senior credit facility
were used to fund the Van Leer Industrial Packaging acquisition and to refinance
amounts outstanding under a prior revolving credit facility. As of July 31,
2002, there was a total of $399.5 million outstanding under the senior credit
facility and $248.0 million of Senior Subordinated Notes.

Contractual Obligations

     As of July 31, 2002, we had the following contractual obligations (U.S.
dollars in millions):

                                                                              Payments Due By Period
                                                                              ----------------------
                                                                           Less than      1-3        4-5     After 5
                                                                  Total      1 Year      Years      Years     Years
                                                                  -----      ------      -----      -----     -----
                                                                                             
Long-term debt ...............................................     $650        $18         $50       $123      $459
Short-term borrowings ........................................       25         25          --         --        --
Non-cancelable operating leases ..............................       32          4          12          5        11
                                                                   ----        ---         ---       ----      ----
Total contractual cash obligations ...........................     $707        $47         $62       $128      $470
                                                                   ====        ===         ===       ====      ====

Share Repurchase Program

     In February 1999, our Board of Directors authorized a one million share
stock repurchase program. During 2001, we repurchased 34,500 shares, including
10,000 shares of Class A Common Stock and 24,500 shares of Class B Common Stock,
and during the first nine months of 2002 we repurchased 50,000 shares of Class B
Common Stock. As of July 31, 2002, we had repurchased 644,410 shares, including
415,476 shares of Class A Common Stock and 228,934 shares of Class B Common
Stock. The total cost of the shares repurchased during 1999 through July 31,
2002 was $18.7 million. Future share repurchases will be limited under our
amended and restated senior credit facility and the indenture governing the
notes.

                                      -41-

Effects of Inflation

     The effects of inflation did not have a material impact on our operations
during 2001, 2000 or 1999, or during the nine months ended July 31, 2002.

Recent Accounting Standards

Goodwill and Other Intangible Assets

     In June 2001, FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets," which requires that goodwill no longer be amortized, but instead be
periodically reviewed for impairment. The provisions of SFAS No. 142 are
required for fiscal years beginning after December 15, 2001. As such, we will
adopt SFAS No. 142 at the beginning of our 2003 fiscal year.

     The application of the non-amortization provisions of SFAS No. 142 will
increase our net income upon adoption. Amortization expense related to our
goodwill and indefinite-lived assets was $8.4 million and $6.5 million for the
nine months ended July 31, 2002 and 2001, respectively, and $9.2 million for the
fiscal year ended October 31, 2001.

     At this time, the effect of the impairment provisions provided by SFAS No.
142 is not known.

Impairment or Disposal of Long-Lived Assets

     In August 2001, FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 addresses the accounting and
reporting for the impairment or disposal of long-lived assets and supersedes
FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed of" and Accounting Principles Board Opinion
No. 30, "Reporting the Results of Operations--Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions." SFAS No. 144 establishes a single accounting
model for long-lived assets to be disposed of by sale and resolves
implementation issues related to Statement No. 121.

     SFAS No. 144 is effective for financial statements issued for fiscal years
beginning after December 15, 2001, or November 1, 2002 for us. We do not expect
the adoption of this Statement to have a material impact on our results of
operations or financial position.

Quantitative and Qualitative Disclosures about Market Risk

     Interest Rate Risk

     We are subject to interest rate risk related to our financial instruments
that include borrowings under our amended and restated senior credit facility
and interest rate swap agreements with an aggregate notional amount of $280.0
million as of July 31, 2002. We do not enter into financial instruments for
trading or speculative purposes. The interest rate swap agreements have been
entered into to manage our interest rate exposure.

     The table below provides information about our derivative financial
instruments and other financial instruments that are sensitive to changes in
interest rates. For the existing senior credit facility, the table presents
scheduled amortizations of principal and the current weighted average interest
rate by contractual maturity dates. For interest rate swaps, the table presents
annual amortizations of notional amounts and weighted average interest rates by
contractual maturity dates. Under the swap agreements, we receive interest
quarterly from the counterparties and pay interest quarterly to the
counterparties. The fair value of the existing senior credit facility is based
on current

                                      -42-

  rates available to us for debt of the same remaining maturity. The fair value
  of the interest rate swap agreements have been determined based upon the
  current market settlement prices of comparable contracts.

                              FINANCIAL INSTRUMENTS
                           (U.S. dollars in millions)

                                                           Expected Maturity Date
                                                           ----------------------

                                                                                                  After                Fair
                                             2002      2003      2004       2005       2006       2006       Total     Value
                                             ----      ----      ----       ----       ----       ----       -----     -----
                                                                                               
Existing senior credit facility:
Scheduled amortizations...................   $4.2     $19.1     $23.6      $28.2      $16.7     $280.7      $372.5    $372.5
Average interest rate (1).................   5.23%     5.23%     5.23%      5.23%      5.23%      5.23%       5.23%

Interest rate swaps:
Scheduled amortizations...................   $  0      $ 70      $ 15       $ 45       $100       $ 50        $ 80      $(12)
Average fixed pay rate....................   5.43%     5.48%     5.54%      5.78%      5.99%      6.15%       5.56%
Average receive rate (2)..................   1.92%     1.92%     1.92%      1.92%      1.92%      1.92%       1.92%

- -----------------
  (1) Variable rate specified is based on the LIBOR rate or an alternative base
      rate plus a calculated margin at July 31, 2002.

  (2) The average receive rate is based upon the LIBOR rates we were scheduled
      to receive at July 31, 2002. The rates presented are not intended to
      project our expectations for the future.

       Based on a sensitivity analysis performed by the counterparties at July
31, 2002, a 100 basis point increase in interest rates would improve the fair
value of the swap agreements to a liability of $8.1 million. Conversely, a 100
basis point decrease in interest rates would result in a fair value liability of
$8.1 million.

Foreign Currency Risk

       As a result of our acquisition of Van Leer Industrial Packaging, our
operating income is subject to fluctuations in foreign currency exchange rates.
The geographic presence of our operations mitigates this exposure to some
degree. Additionally, our transaction exposure is somewhat limited because we
produce and sell a majority of our products within each country in which we
operate.

       We have entered into foreign currency forward contracts to hedge certain
short-term intercompany loan balances among our foreign businesses. At July 31,
2002, we had contracts outstanding of $23.8 million. The fair value of these
contracts at July 31, 2002, was $0.2 million. Each of these contracts hedges the
exposure of the euro against the fluctuation of various other currencies. A
sensitivity analysis to changes in the euro against these other currencies
indicates that if the euro uniformly weakened by 10% against all of the hedged
currency exposures, the fair value of these instruments would increase by $0.9
million. Conversely, if the euro uniformly strengthened by 10% against all of
the hedged currency exposures, the fair value of these instruments would
decrease by $1.1 million. Any resulting changes in fair value would be offset by
changes in the underlying hedged balance sheet position. The sensitivity
analysis assumes a parallel shift in foreign currency exchange rates. The
assumption that exchange rates change in parallel fashion may overstate the
impact of changing exchange rates on assets and liabilities denominated in a
foreign currency.

Commodity Price Risk

       Our operating income is potentially affected to a significant degree by
fluctuations in the cost of our raw materials and energy. See "Risk Factors." We
do not have long-term supply contracts or hedging arrangements in place for
obtaining our principal raw materials. In general, we do not use derivative
instruments to hedge against fluctuations in commodity prices, although we have
entered into forward purchase contracts related to the supply of natural gas at
one of our containerboard mills.

                                      -43-

                                    BUSINESS

General

      We are a leading global producer of industrial shipping containers with
manufacturing facilities located in 41 countries. We offer a comprehensive line
of industrial shipping container products, such as steel, fibre and plastic
drums, intermediate bulk containers, closure systems for industrial shipping
containers, and polycarbonate water bottles, which we complement with a variety
of value-added services. Our global presence and full range of products uniquely
position this business to offer our customers a single source for their
packaging needs and to be responsive to global market changes. We also produce
containerboard and value-added corrugated products for niche markets in the
United States and Canada. We own timberland in the southeastern United States
which we cut and sell to third parties, as well as manage to maximize long-term
value. Our customers range from Fortune 500 companies to medium and small-sized
companies in a cross section of industries. Our manufacturing facilities are
strategically located near many of our customers, reducing transportation costs.

      For the twelve months ended July 31, 2002, we had consolidated net sales
of $1.64 billion and Adjusted EBITDA of $202.3 million (including the results of
our unrestricted timber subsidiary). During this same period, we generated
approximately 39% of our consolidated net sales from markets outside North
America. For the twelve months ended July 31, 2002, our Industrial Shipping
Containers segment represented 77% of consolidated net sales, our Containerboard
& Corrugated Products segment represented 20% of consolidated net sales and our
Timber segment represented 3% of our consolidated net sales.

      Our company's history goes back to 1877 when our predecessor manufactured
wooden barrels, casks and kegs to transport post-Civil War U.S. goods nationally
and internationally. We were incorporated as a Delaware corporation in 1926.

Competitive Strengths

      Leading Market Position. We are a leading global producer of a
comprehensive line of industrial shipping container products. Based on our
internal estimates, we believe that we are the largest global and United States
producer of steel drums, fibre drums, and closure systems, and we hold leading
global and United States market positions in the production of plastic drums and
intermediate bulk containers.

      Global Presence. We have facilities in 41 countries and generated
approximately 39% of our consolidated net sales from markets outside North
America for the twelve months ended July 31, 2002. Our global presence provides
us with access to faster growing foreign markets; insulates us from economic
downturns in any one country or region; enables us to respond to our customers'
changing needs; offers us the flexibility to shift resources in response to
changes in global or regional conditions; and allows us to effectively service
multinational customers. Our size and global reach enable us to realize
economies of scale and cost savings by consolidating our purchasing, sales and
marketing efforts.

      Comprehensive Portfolio of Product Lines. We offer a comprehensive
portfolio of product lines in our industrial shipping container segment, which
enables us to offer our customers a single source for their packaging needs and
to be responsive to global market changes. We have also developed numerous
specialty products and applications for our corrugated products customers. Our
ability to tailor our products and services to our customers' needs allows us to
develop strong, long-term customer relationships and enhances profitability.

      Diverse and Multinational Customer Base. We have developed longstanding
relationships with prominent customers such as BASF Corporation, Bayer
Corporation, BP p.l.c., The Dow Chemical Company, Exxon Mobil Corporation,
Imperial Chemical Industries PLC, International Paper Company, Kraft Foods Inc.,
PPG Industries Inc., Temple-Inland Inc., Total Fina Elf S.A. and Weyerhaeuser
Company. These large multinational corporations represent a range of industries,
which we believe creates a strong, stable revenue source for our products and
services. Moreover, we do not depend upon any one particular customer, as our
ten largest customers accounted for less than 20% of our net sales in fiscal
2001.

                                      -44-

      Significant Operating Leverage. We believe our existing facilities have
sufficient capacity to meet future growth in market demand for our products
without significant capital expenditures. We believe we are positioned to
profitably capitalize on an increase in demand which would result from an
economic recovery.

      Experienced Management Team. We have an experienced management team that
has managed our operations during various industry cycles. This experience
facilitated the acquisition of Van Leer Industrial Packaging and other recent
acquisitions and joint ventures and their successful integration into our
existing operations.

Business Strategy

      We plan to build on our strengths by continuing to develop products and
services that represent comprehensive packaging solutions for our customers. In
addition, we intend to enhance our profitability by continuing to rationalize
our operations, capitalize on our global resources and focus on high-margin
products and services, as well as making targeted acquisitions when the
opportunity is presented.

      Our business segment strategies are as follows:

      Industrial Shipping Containers

      . Further extend our product and service offerings
      . Leverage our full product line and global resources to serve our
        multinational customers
      . Strategically implement packaging solutions
      . Optimize manufacturing operations

      Containerboard & Corrugated Products

      . Continue to provide distinctive, value-added corrugated packaging and
        services
      . Extend product expertise into specialty product offerings
      . Expand sales in multiwall bag business in targeted industry segments
      . Maintain cost-effectiveness and reliability of our containerboard mills
        and corrugated operations

      Timber

      . Maintain long-term focus on pine timberland
      . Grow future value through intensive management and regeneration
      . Increase timberland holdings by selling timberland with a higher and
        better use, or limited management potential, and reinvesting the sale
        proceeds to acquire additional timberland with a lower cost per acre

Products and Services

      Our products are divided into three business segments: Industrial Shipping
Containers; Containerboard & Corrugated Products; and Timber.

                                      -45-

Industrial Shipping Containers

         Our acquisition of Van Leer Industrial Packaging in March 2001
transformed us into a global provider with a full range of industrial shipping
container products and services. The successful integration of this business
allowed us to realize significant synergies by improving operating efficiencies
from the consolidation of facilities and personnel, achieving economies of scale
in purchasing, sales and marketing efforts, and enhancing manufacturing
flexibility. Our Industrial Shipping Containers segment generated net sales of
$1,268.9 million and EBITDA of $123.3 million for the twelve months ended July
31, 2002.

      We seek to provide complete packaging solutions to our customers by
offering a comprehensive range of products and services on a global basis. Our
full range of shipping container products and numerous manufacturing facilities
uniquely position us to offer our customers a single source for their packaging
needs, respond to global market changes, and capitalize on faster growing
markets such as Eastern Europe and Asia. With increasing customer demand for
container life-cycle management, we also offer packaging services that include
cleaning, recycling, disposal, trip leasing, filling, warehousing, outgoing
logistics, onsite packaging and vendor management. We sell our products globally
to customers in industries such as chemicals, paints and pigments, food and
beverage, petroleum, industrial coatings, agricultural, pharmaceutical and
mineral, among others.

      The primary products of our Industrial Shipping Containers segment are
steel drums, plastic drums and polycarbonate water bottles, fibre drums, IBCs
and closure systems (caps on industrial packaging containers).

      Steel Drums. We offer customers an extensive steel drum product line, with
drums ranging in size from eight to 85 gallons. Our steel drums are sold to
customers in the chemical, petroleum, food/juice, pharmaceutical and hazard
waste industries. We manufacture several types of steel drums, including open
head drums, tight head drums, and drums that are sold internally coated or
uncoated. Open head drums are used primarily for granules and pastes while tight
head drums are used mainly for liquids. Internally coated drums are sold to the
chemicals industry since the coating prevents contact between the contents
(i.e., chemical to be transported) and the steel body of the drum, preventing
corrosion inside the drum. Uncoated drums are most often used to store
petroleum-based oil and other non water-based materials. We also manufacture one
of the industry's latest technologies--collapsible steel drums.

      Plastic Drums. We manufacture a variety of tight-head and open-head drums
ranging from one to 65 gallons. In addition, we manufacture plastic pails and
small 250 ml. plastic bottles for the lube and oil industry. Our global presence
allows us to service detergent, lubricant, pharmaceutical and agrochemical
companies worldwide. Since plastic technologies are changing more rapidly than
in any other segments of the industrial packaging products industry, we maintain
a comprehensive research and development facility for plastic drums.

      Fibre Drums. We sell fibre drums in various sizes ranging from 2 1/2
gallons to 55 gallons, which are used primarily in the fine chemical,
pharmaceutical, paint and food industries. Relatively high valued, dry,
granulated products are the most common filling goods of these drums. Fibre
drums are attractive to customers as an inexpensive, safe and reliable storage
and shipping medium. We manufacture fibre drums using high quality raw materials
designed for product performance and durability. We also make specialty drums
such as cheese drums, meat drums, a feedpak (tapered drum) and a harvestpak that
transports certain food items.

      Intermediate Bulk Containers. An IBC is a high-density polyethylene bottle
contained in a steel reinforced cage attached to a pallet designed for greater
efficiencies in shipping large quantities of liquid or viscous products. We sell
IBCs to companies in the chemical, pharmaceutical and food industries. We
provide a wide array of products, including rigid single and multiple trip use
containers and customized IBCs.

      Closure Systems. Closure systems are the caps on industrial shipping
containers and are manufactured for both metal and plastic containers. Closures
are marketed and sold under the Tri-Sure(R) brand name.

      Other Services. We offer our industrial shipping container customers a
variety of value-added packaging services that include cleaning, recycling,
disposal, trip leasing, filling, warehousing, outgoing logistics, onsite
packaging and vendor management. We also offer research and development,
engineering and design and testing services.

                                      -46-

Containerboard & Corrugated Products

     We concentrate on providing value-added, higher-margin corrugated products
to niche markets complemented by a comprehensive range of packaging services, in
comparison to many large paper companies which focus on high-volume, commodity
production. We sell containerboard, corrugated sheets and other corrugated
products and multiwall bags to customers in North America in industries such as
the packaging, automotive, food, and building products, among others. Our
corrugated container products are used to ship such diverse products as home
appliances, small machinery, grocery products, building products, automotive
components and books and furniture. Our full line of industrial and consumer
multiwall bags is used to ship a wide range of industrial and consumer products
primarily for the agricultural, chemical, building products and food industries.
Our Containerboard & Corrugated Products segment generated net sales of $333.9
million and EBITDA of $53.3 million for the twelve months ended July 31, 2002.

     The primary products of our Containerboard & Corrugated Products segment
are containerboard, corrugated sheets and other corrugated products and
multiwall bags.

     Containerboard. Our two containerboard mills produce both semi-chemical and
100% recycled medium and 100% recycled linerboard. We produced approximately
531,292, 541,413, and 558,837 tons of linerboard and medium in 2001, 2000, and
1999, respectively, and have the capacity to produce approximately 570,000 tons
per year of linerboard and medium at our two mills. We believe the cost
positions of our containerboard mills are among the lowest in North America. Our
capacity utilization rates are consistent with or slightly exceed typical
industry rates.

     Our containerboard mills and corrugated container operations are highly
integrated. In fiscal 2001, our corrugated sheet, multiwall and fibre drum
operations, including our CorrChoice, Inc. joint venture, consumed an amount of
containerboard equal to approximately 70% of the containerboard tons produced by
our two mills, which helps stabilize the results of this business. Our
converting facilities have the capacity to produce approximately 4.0 billion
square feet a year of corrugated products.

     Corrugated Products. We manufacture corrugated sheets and other corrugated
products in value-added shapes, sizes and designs. Our specialty corrugated
products include honeycomb, airbag/void fillers, and promotional and storage
packages. Our packaging specialists design and construct corrugated products to
meet the specific packaging, point-of-purchase display, handling, transportation
and protection needs of our customers' products. One of our products is a
corrugated pallet packet which is collapsible, weighs less than ten pounds and
is recyclable. This corrugated product eliminates the need to store or dispose
of wooden pallets. Our corrugated container products are used by manufacturers
of consumer goods to ship such diverse products as home appliances, small
machinery, grocery products, building products, automotive products, books, and
furniture, as well as numerous other applications.

     We have developed numerous specialty products and applications for
particular customers, which utilize processes such as die-cutting, folding,
gluing and color printing. We offer our customers total supply chain management
services that include on-site packaging, warehousing and outgoing logistics of
our customers' products, inventory management, vendor management, on-site labor
management and contract filling.

     Multiwall Bags. We manufacture a full line of industrial and consumer
multiwall bags, ranging in size from one to 100 pounds. These products are
designed to ship a wide range of industrial and consumer products, including
fertilizers, chemicals, concrete, flour, sugar, feed, seed and pet foods,
primarily for the agricultural, chemical, building products and food industries.

Timber

     We purchased approximately 300,000 acres of timberland in the late 1800's
and the early 1900's to provide raw materials for our wooden barrel plants.
While no longer used as a source of raw materials, we still owned approximately
272,500 acres of timberland in the southeastern United States as of July 31,
2002. Our timber

                                      -47-

management is focused on the active harvesting and regeneration of our timber
properties to achieve sustainable long-term yields on our timberland. We seek to
maintain a consistent cutting schedule for the sale of timber within the limits
of market and weather conditions.

     This segment includes both the sale of timber, which is recorded as net
sales, and the sale of timberland, which is recorded in gain on sale of
timberland. The Timber segment generated net sales of $39.3 million and EBITDA
of $44.2 million for the twelve months ended July 31, 2002, including a $10.1
million gain on sale of timberland.

Marketing

     Our marketing strategy is to sell a broad range of industrial shipping
container and corrugated packaging products to marketers of industrial and
consumer products. In managing the marketing activities of our containerboard
mills, we seek to meet the quality and service needs of the customers of our
package converting plants at the most efficient cost, while balancing those
needs against the demands of our open market customers. Our converting plants
focus on supplying both specialized packaging with high value graphics that
enhance a product's market appeal and high-volume sales of commodity products.

     We seek to serve a broad customer base for each of our segments and as a
result serve thousands of accounts. Each plant has a sales force, and many have
product design engineers and other service professionals who are in close
contact with customers to respond to their specific needs. We complement the
local plants' marketing and service capabilities with regional and national
design and service capabilities. We also maintain national and, with respect to
industrial shipping containers, global sales offices. National account business
may be allocated to more than one plant because of production capability and
equipment requirements.

Raw Materials

     Steel, resin and paper are the principal raw materials for our Industrial
Shipping Container segment, and pulpwood, waste paper for recycling, and paper
are the principal raw materials for our Containerboard & Corrugated Products
segment. We satisfy virtually all of our need for these raw materials through
purchases on the open market or under short-term supply agreements. All of these
raw materials are purchased in highly competitive, price-sensitive markets,
which have historically exhibited price and demand cyclicality. From time to
time, some of these raw materials have been in short supply, but to date these
shortages have not had a significant effect on our operations. However, we
cannot assure you that this situation will continue to be the case for any or
all raw materials.

Competition

     The markets in which we sell our products are highly competitive and
comprised of many participants. Although no single company dominates, we face
significant competitors in each of our businesses. Our competitors include large
vertically integrated companies as well as numerous smaller companies. The
industries in which we compete are particularly sensitive to price fluctuations
caused by shifts in industry capacity and other cyclical industry conditions.
Other competitive factors include design, quality and service, with varying
emphasis depending on product line.

     In the industrial container shipping industry, we compete by offering a
comprehensive line of products on a global basis. In the containerboard and
corrugated products industry, we compete by concentrating on providing
value-added, higher-margin corrugated products to niche markets. In addition,
over the past several years we have closed higher cost facilities and otherwise
restructured our operations, which we believe has significantly improved our
cost competitiveness.

                                      -48-

Backlog

     Seasonal fluctuations in marketing, production, shipments and inventories
of our products are not significant. Because we supply a cross-section of
industries and must make spot deliveries on a day-to-day basis as our products
are required by our customers, we do not operate on a backlog to any significant
degree and maintain only a limited level of finished goods. Many customers place
their orders weekly for delivery during the week.

Research and Development

     Our research and development centers use state-of-the-art technology to
assist all levels of the manufacturing and sales processes, from raw materials
supply through finished packaging performance. Research programs have provided
improvements in many areas of our products, such as nestable plastic drums,
transportation protection products and other specialty corrugated products and
ro-con fibre drums. The technical staff conducts basic, applied and diagnostic
research, develops processes and products and provides a wide range of other
technical services.

     We actively pursue applications for patents on new inventions and designs
and attempt to protect our patents against infringement. Nevertheless, we
believe that our success and growth are more dependent on the quality of our
products and our relationships with our customers than on the extent of our
patent protection. We hold or are licensed to use certain patents, licenses,
trademarks and trade names on products. However, we do not consider that the
successful continuation of any material aspect of our business depends on such
intellectual property.

Employees

     We had approximately 10,000 employees as of July 31, 2002, of whom
approximately 4,000 were employees of our North American operations and the
remainder of whom were employees outside of North America. Of the North American
employees, approximately 58% are represented by collective bargaining units. We
believe that our employee relations are generally good. From time to time we are
in the process of bargaining with unions representing production employees at a
number of our operations. While the terms of these agreements may vary, we
believe that the material terms of our collective bargaining agreements are
customary for the industry and the type of facility, the classification of the
employees and the geographic location covered by such agreements.

Properties

     We maintain manufacturing, warehouse, and research and development
facilities and sales offices in 41 countries throughout the world. Our
facilities are properly maintained and equipped with machinery suitable for
their use. Our manufacturing, warehouse, and research and development facilities
as of May 31, 2002, are summarized below:

                                                          Number of Facilities
                                                          --------------------
                                                        Total    Owned    Leased
                                                        -----    -----    ------

North America
Industrial shipping container facilities .............     55       40       15
Containerboard mills .................................      2        2        0
Corrugated container facilities ......................     21       19        2
Warehouse facilities .................................     12        5        7
Research and development facilities ..................      2        0        2

Europe and Other
Industrial shipping container facilities .............     79       60       19
Warehouse facilities .................................      2        1        1
Research and development facilities ..................      1        1        0
                                                          ---      ---       --
      Total ..........................................    174      128       46
                                                          ===      ===       ==

                                      -49-

Litigation

     We are a defendant in a number of lawsuits and claims arising out of the
conduct of our business. While we cannot predict with certainty the ultimate
results of such suits or proceedings, our management believes that the
resolution of these matters will not have a material adverse effect on our
consolidated financial results or results of operations.

Environmental Compliance

     Our operations are subject to extensive federal, state, local and foreign
laws, regulations, rules and ordinances relating to pollution, the protection of
the environment, the generation, storage, handling, transportation, treatment,
disposal and remediation of hazardous substances and waste materials and
numerous other environmental laws and regulations. In the ordinary course of
business, we are subject to periodic environmental inspections and monitoring by
governmental enforcement authorities. In addition, our production facilities
require environmental permits that are subject to revocation, modification and
renewal.

     In the past we have made significant capital expenditures to comply with
environmental matters, such as environmental control facilities, and from time
to time we have been cited for violations of environmental regulations. However,
none of these violations have involved sanctions of $100,000 or more.
Furthermore, we do not currently anticipate material capital expenditures for
environmental control facilities or for compliance with any other environmental
matters for the remainder of this year. However, we could incur significant
expenditures due to changes in environmental laws or regulations or the
discovery of new information, and in that case expenditures could have a
material adverse effect on our financial condition. It is difficult to predict
with certainty the amount of capital expenditures that will be required to
comply with future environmental laws and regulations.

     We are currently investigating and, in some cases, remediating soil and/or
groundwater that is or was contaminated by us or a third party at various sites
owned by us. We believe that the total costs to bring all of our company-owned
sites into compliance with applicable environmental laws will not be material to
the results of our operations. Furthermore, we have established reserves for
these environmental cleanup costs which, based on current information, we
believe will be sufficient to cover our potential liability.

     We also face potential liability as a result of releases, or threatened
releases, of hazardous substances into the environment from various sites owned
and operated by third parties at which company-generated wastes have allegedly
been deposited. Generators of hazardous substances sent to off-site disposal
locations at which environmental problems exist, as well as the owners of those
sites and certain other classes of persons (generally referred to as
"potentially responsible parties" or "PRPs"), are, in most instances, subject to
joint and several liability for response costs for the investigation and
remediation of such sites under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA") and analogous state laws,
regardless of fault or the lawfulness of the original disposal. We have received
notice that we are or may be a PRP at a number of federal and/or state sites
where response action may be required, and as a result may have joint and
several liability for cleanup costs at such sites. However, liability for CERCLA
sites is typically shared with other PRPs and costs are commonly allocated
according to relative amounts of waste deposited. Our relative percentage of
waste deposited at a majority of these sites is quite small. In addition to
participating in remediation of sites owned by third parties, we have entered
into consent orders for investigation and/or remediation of certain
company-owned properties. Except with respect to our steel drum plant in
Winfield, Kansas, to date we have been classified only as a "de minimus" PRP. At
the CERCLA site in Winfield, Kansas, we are responsible for approximately
one-third of the environmental cleanup costs. We believe our environmental
cleanup costs at this site will be approximately $750,000, which was fully
reserved on our financial statements as of July 31, 2002. To date, we have not
been subject, in any instance, to sanctions of $100,000 or more.

     Based on current information, we believe that the probable costs of the
remediation of company-owned property and response costs under CERCLA and
similar state laws will not have a material adverse effect on our financial
condition or results of operations. We believe that our liability for these
matters was adequately reserved as of July 31, 2002.

                                      -50-

                                   MANAGEMENT

     Our directors and executive officers are as follows:

Name                                    Age       Position
                                            
Michael J. Gasser ................       51       Director, Chairman of the Board and Chief Executive Officer
William B. Sparks, Jr ............       61       Director, President and Chief Operating Officer
Charles R. Chandler ..............       66       Director, Vice Chairman of the Board and President of Soterra LLC
Michael H. Dempsey ...............       45       Director
Naomi C. Dempsey .................       86       Director
Daniel J. Gunsett ................       53       Director
John C. Kane .....................       62       Director
Robert C. Macauley ...............       78       Director
David J. Olderman ................       66       Director
John S. Lilak ....................       55       Executive Vice President, Containerboard & Corrugated Products
Donald S. Huml ...................       56       Chief Financial Officer
Maureen A. Conley ................       43       Senior Vice President, New Business Development
Gary R. Martz ....................       44       Senior Vice President, General Counsel and Secretary
Michael L. Roane .................       46       Senior Vice President, Human Resources & Communications
Michael J. Barilla ...............       51       Vice President, Business Information Services
John K. Dieker ...................       38       Vice President and Corporate Controller
Robert A. Young ..................       47       Vice President and Director of Taxation
Sharon R. Maxwell ................       52       Assistant Secretary
Robert S. Zimmerman ..............       30       Assistant Treasurer

     Michael J. Gasser, Director, Chairman of the Board of Directors and Chief
Executive Officer. Mr. Gasser has been a director since 1991 and our Chairman of
the Board and Chief Executive Officer since 1994. He has been an executive
officer of our company since 1988, and joined our company in 1979. He is a
member of the Executive, Nominating and Stock Repurchase Committees. He is also
a director for Bob Evans Farms, Inc., a restaurant and food products company.

     William B. Sparks, Jr., Director, President and Chief Operating Officer.
Mr. Sparks has been a director and our President and Chief Operating Officer
since 1995. Prior to that time, and for more than five years, Mr. Sparks was
Chief Executive Officer of Down River International, Inc., a former subsidiary
of our company. He is a member of the Executive Committee.

     Charles R. Chandler, Director, Vice Chairman of the Board and President of
Soterra LLC. Mr. Chandler has been a director since 1987. He has been our Vice
Chairman of the Board since 1996. During 1999, Mr. Chandler also became
President of Soterra LLC, a subsidiary of our company. Prior to 1996, and for
more than five years, Mr. Chandler had been the President and Chief Operating
Officer of Virginia Fibre Corporation, a former subsidiary of our company. He is
a member of the Executive Committee. Mr. Chandler plans to retire as an employee
of our company on September 30, 2002, but he will continue to serve as a
director.

     Michael H. Dempsey, Director. Mr. Dempsey has been a director since 1996.
He is an investor. Prior to 1997, and for more than five years, he had been the
President of Kuschall of America, a wheelchair manufacturing company. He is a
member of the Compensation, Executive and Stock Option Committees. Mr. Dempsey
is the son of Naomi C. Dempsey.

     Naomi C. Dempsey, Director. Mrs. Dempsey has been a director since 1995.
She is an investor. She is a member of the Nominating Committee. Mrs. Dempsey is
the mother of Michael H. Dempsey.

     Daniel J. Gunsett, Director. Mr. Gunsett has been a director since 1996.
For more than five years, he has been a partner with the law firm of Baker &
Hostetler LLP. He is a member of the Audit, Compensation, Executive, Nominating,
Stock Option and Stock Repurchase Committees. In the past, we have retained
Baker & Hostetler LLP

                                      -51-

to perform legal services on our behalf, and that firm is representing us on
certain legal matters regarding the issuance of the notes. See "Certain
Relationships and Related Party Transactions" and "Legal Matters."

     John C. Kane, Director. Mr. Kane has been a director since 1999. Prior to
2001 and for more than five years, he was a director and President and Chief
Operating Officer of Cardinal Health, Inc., a healthcare services company. He is
a member of the Audit, Compensation and Stock Option Committees. He is also a
director of Connetics Corporation, a biopharmaceutical company.

     Robert C. Macauley, Director. Mr. Macauley has been a director since 1979.
He is an investor. He is the founder of AmeriCares Foundation. Prior to 1998,
and for more than five years, he had been the Chief Executive Officer of
Virginia Fibre Corporation, a former subsidiary of the Company.

     David J. Olderman, Director. Mr. Olderman has been a director since 1996.
He is an investor. Prior to 1997, and for more than five years, he had been
Chairman, owner and Chief Executive Officer of Carret and Company, Inc., an
investment consulting firm. He is a member of the Audit, Compensation and Stock
Option Committees.

     John S. Lilak, Executive Vice President, Containerboard & Corrugated
Products. Mr. Lilak has served as Executive Vice President, Containerboard &
Corrugated Products, since joining our company in 1999. Mr. Lilak will become
the President of Soterra LLC upon Mr. Chandler's retirement. From 1997 to 1999,
Mr. Lilak served as General Sales and Marketing Manager, Kraft Paper and Board
Division, for Union Camp Corporation. Prior to that time, and for more than five
years, he served as Group General Manager, Container Division, of Union Camp.

     Donald S. Huml, Chief Financial Officer. Mr. Huml has served as Chief
Financial Officer since joining our company in April 2002. From 1994 until
joining our company, he served as Senior Vice President, Finance, and Chief
Financial Officer of Snap-on Incorporated, a global developer, manufacturer and
marketer of tools and equipment.

     Maureen A. Conley, Senior Vice President, New Business Development. Ms.
Conley has served as Senior Vice President, New Business Development, since
joining our company in 2000. Prior to that time, she served as a senior
management consultant for IBM Global Services for almost three years. During
1998, she was Director of Corporate Development for BioCrystal Limited, a
biotechnical company. Prior to that time, and for more than five years, she
served as Director of Administrative Services for the City of Columbus, Ohio.

     Gary R. Martz, Senior Vice President, General Counsel and Secretary. Mr.
Martz has served as Senior Vice President and General Counsel since joining our
company in January 2002, and has served as Secretary since June 2002. Prior to
that time, and for more than five years, he served as a partner in the law firm
of Baker & Hostetler LLP.

     Michael L. Roane, Senior Vice President, Human Resources and
Communications. Mr. Roane has served as Senior Vice President, Human Resources
since joining our company in 1998. Prior to that time, and for more than five
years, Mr. Roane served as Vice President, Human Resources, for Owens and Minor,
Inc., a medical/surgical supply company.

     Michael J. Barilla, Vice President, Business Information Service. Mr.
Barilla has served as Vice President, Business Information Services, since
joining our company in 1999. From 1997 to 1999, Mr. Barilla served as a Senior
Consultant for IBM Corporation. Prior to 1997, and for more than five years, he
served as Chief Financial Officer of Medex, Inc.

     John K. Dieker, Vice President and Corporate Controller. Mr. Dieker has
served as Vice President and Corporate Controller since his election in 1996.
Mr. Dieker joined our company in 1992.

     Robert A. Young, Vice President and Director of Taxation. Mr. Young has
served as Vice President and Director of Taxation since December 2001. From 1999
to 2001, Mr. Young served as our Director of Taxes. Prior to that time, and for
more than five years, he was the Tax Manager of Consolidated Papers, Inc.

                                      -52-

     Sharon R. Maxwell, Assistant Secretary. Ms. Maxwell has served as Assistant
Secretary since 1997. Prior to that time, and for more than five years, she
served as administrative assistant to the Chairman. Ms. Maxwell joined our
company in 1967.

     Robert S. Zimmerman, Assistant Treasurer. Mr. Zimmerman has served as
Assistant Treasurer since September 2001. From 1999 until joining our company,
he served as Treasury Manager at Mettler-Toledo International, Inc. From 1997 to
1998, he was a Risk Advisor at Bank One. Prior to 1997, and for more than five
years, Mr. Zimmerman served as a Portfolio Analyst at Chase Manhattan Mortgage
Corporation.

                                      -53-

                             EXECUTIVE COMPENSATION

Executive Compensation Matters

      The following table sets forth the compensation for the three years ended
October 31, 2001, for our chief executive officer and our four other most highly
compensated executive officers:

                                                                                                         Long-term
                                                                                                        Compensation
                                                                                                        ------------
                                                                                                          Number of
                                              Annual Compensation         Deferred                      Stock Options
         Name & Position          Year        Salary        Bonus     Compensation (2)  All Other (3)      Granted
         ---------------          ----        ------        -----     ----------------  -------------      -------
                                                             (1)
                                                             ---
                                                                                      
Michael J. Gasser ............    2001      $  568,351   $   301,600                        $   2,970       35,000
    Chairman and Chief            2000      $  510,090   $   298,403                        $   3,000       28,000
    Executive Officer             1999      $  486,667   $   171,378                        $   4,513       25,000

Charles R. Chandler ..........    2001      $  346,037   $   126,689      $193,554          $   5,340         -0-
    Vice Chairman and             2000      $  492,609   $   221,675      $312,121          $   6,544       16,000
    President of Soterra LLC      1999      $  470,174   $   165,623      $325,757          $  14,034       16,000

John S. Lilak ................    2001      $  274,342   $   112,000                        $   3,750       12,500
    Executive Vice President,     2000      $  246,045   $   110,720                        $ 162,576       12,500
    Containerboard &              1999      $   78,333   $    59,792                        $   2,009       10,000
    Corrugated Products

Joseph W. Reed ...............    2001      $  263,677   $   120,000                        $   1,980         -0-
    Senior Vice President (4)     2000      $  247,054   $   111,175                        $   1,980       10,000
                                  1999      $  235,802   $    83,063                        $   2,415        5,000

William B. Sparks, Jr ........    2001      $  413,191   $   184,801                        $   3,679       20,000
    President and Chief           2000      $  379,132   $   187,671                        $   4,134       17,000
    Operating Officer             1999      $  361,834   $   127,470                        $   6,300       16,000

- ------------
(1)  Cash bonuses are paid pursuant to a discretionary bonus plan implemented by
     the Compensation Committee of the Board of Directors which links the
     payment of bonuses to the achievement of predetermined return on asset
     thresholds.
(2)  Mr. Chandler's deferred compensation is paid in accordance with his
     deferred compensation contract we entered into with him in June 1992. This
     contract will supplement Mr. Chandler's retirement benefits under the Greif
     Bros. Riverville Mill's defined benefit pension plan (the "Riverville Mill
     Plan"). The annual amounts payable to Mr. Chandler or his surviving spouse
     under this contract will be reduced by the amounts he receives under the
     Riverville Mill Plan. Mr. Chandler's estimated accrued benefits under this
     contract is currently $339,290 per year for 10 years and $234,103 per year
     for an additional five years.
(3)  For 2001, the dollar amount in the all other category relates to our
     company's match for the 401(k) plan and premiums paid for life insurance.

(4)  Mr. Reed retired as an employee of our company on September 15, 2002.

      Mr. Gasser has an employment agreement principally providing for his
employment as Chairman and Chief Executive Officer until 2010; his right to
extend his employment on a year-to-year basis until age of 65; and the fixing of
his minimum basic salary. The minimum basic salary is currently fixed at
$470,000 per year.

      Mr. Sparks has an employment agreement principally providing for his
employment as President and Chief Operating Officer until 2006; and the fixing
of the minimum basic salary. The minimum basic salary is currently fixed at
$350,000 per year.

                                      -54-

     The following table sets forth certain information with respect to options
to purchase Class A Common Stock granted during the fiscal year ended October
31, 2001 to each of the named executive officers:

                                                                                                    Potential Net Realizable
                                                        Individual Grants                           Value at Assumed Annual
                                                        -----------------
                                                   Percent of Total                                  Rates of Stock Price
                                    Number of      Options Granted                                     Appreciation For
                                     Options       to Employees in    Exercise Price    Date            Option Term
                                                                                                        -----------
Name                               Granted (1)       Fiscal Year        Per Share      Expires       5%(2)        10%(2)
                                   -----------       -----------        ---------      -------       -----        ------
                                                                                              
Michael J. Gasser ...............     35,000              8%              $30.59        9/5/11     $ 673,326    $ 1,706,340
John S. Lilak ...................     12,500              3%              $30.59        9/5/11     $ 240,474    $   609,407
William B. Sparks, Jr ...........     20,000              4%              $30.59        9/5/11     $ 384,758    $   975,052

- ---------------
(1)  The options are exercisable on September 5, 2003.
(2)  The values shown are based on the indicated assumed rates of appreciation
     compounded annually. Actual gains realized, if any, are based on the
     performance of the Class A Common Stock. There is no assurance that the
     values shown will be achieved.

      The following table sets forth certain information with the respect to the
exercise of options to purchase Class A Common Stock during the fiscal year
ended October 31, 2001, and the unexercised options held and the value thereof
at that date, by each of the named executive officers:

                                                      Value
                                         Shares      Realized       Number of Unexercised         Value of In-The-Money
                                        Acquired       Upon       Options Held at Year-End      Options Held at Year-End
                                                                   ------------------------     ------------------------
                                       On Exercise   Exercise    Exercisable    Unexercisable    Exercisable  Unexercisable
                                       -----------   --------    -----------    -------------    -----------  -------------
                                                                                            
Michael J. Gasser ...............          -0-          $-0-       130,000          63,000         $13,750         $-0-
Charles R. Chandler .............          -0-          $-0-        81,000          16,000         $ 8,800         $-0-
John S. Lilak ...................          -0-          $-0-        10,000          25,000         $ 5,500         $-0-
Joseph W. Reed ..................          -0-          $-0-        26,000          10,000         $ 2,750         $-0-
William B. Sparks, Jr ...........          -0-          $-0-        81,000          37,000         $ 8,800         $-0-

      The following table illustrates the amount of annual pension benefits for
eligible employees upon retirement on the specified remuneration and years of
service classifications under our defined benefit pension plan:

                                       Annual Benefit for Years of Service
         Remuneration                15          20           25          30
                                     --          --           --          --
         $300,000 .............   $28,000      $37,333     $46,667      $56,000
         $600,000 .............   $28,000      $37,333     $46,667      $56,000
         $900,000 .............   $28,000      $37,333     $46,667      $56,000

     The following table sets forth certain information with respect to the
benefits under the defined benefit pension plans of our company and Greif Bros.
Riverville Mill for each of the named executive officers:

                                                                                            Estimated annual
                                                        Remuneration                         benefit under
                                           Credited       used for      Estimated annual      supplemental
                                           years of    calculation of     benefit under        retirement
Name of individual                          service    annual benefit    retirement plan    benefit agreement
                                            -------    --------------    ---------------    -----------------
                                                                                
Michael J. Gasser ........................    22          $778,830           $41,067           $158,833
Charles R. Chandler (1) ..................    29          $219,224           $63,575           $    -0-
John S. Lilak ............................     2          $256,411           $ 3,733           $  2,250
Joseph W. Reed ...........................     4          $353,590           $ 7,467           $ 40,000(2)
William B. Sparks, Jr ....................     7          $551,366           $13,067           $ 31,962

- ----------
(1)  Defined benefit pension plan of Greif Bros. Riverville Mill.
(2)  Individual supplemental employee retirement benefits.

      Our pension plan is a defined benefit pension plan with benefits based
upon the average of the three consecutive highest-paying years of salary and
bonus and upon years of credited service up to 30 years.

                                      -55-

Supplementing the pension benefits of our pension plan, a supplemental
retirement benefit agreement has been entered into with a select group of
management and highly compensated employees to replace any benefits that the
executive would otherwise receive if not for limitations imposed by the Internal
Revenue Code of 1986.

     The annual retirement benefits under the defined benefit pension plan of
Greif Bros. Riverville Mill are calculated at 1% per year based upon the average
of the five highest out of the last ten years of salary compensation.

     None of the pension benefits described in this item is subject to offset
because of the receipt of Social Security benefits or otherwise.

Director Compensation Matters

     No directors fees are paid to directors who are full-time employees of our
company or our subsidiary companies. Directors who are not our employees receive
a retainer of $30,000 per year, plus $1,500 for each board meeting and $1,250
for each committee meeting attended. Committee chairs also receive an additional
fee of $4,000 per year. Directors may defer all or a portion of their fees
pursuant to a deferred compensation plan.

     Under our Directors' Stock Option Plan, each outside director is granted an
annual option to purchase 2,000 shares of our Class A Common Stock immediately
following each annual meeting of stockholders. Options are granted at an
exercise price equal to the market value of the Class A Common Stock on the date
the options are granted. Options are immediately exercisable. In 2001, options
to purchase a total of 10,000 shares of Class A Common Stock were granted to
outside directors at an exercise price of $27.375 per share. Options expire ten
years after the date of grant.

Compensation Committee Interlocks and Insider Participation

     John C. Kane, David J. Olderman, Michael H. Dempsey and Daniel J. Gunsett
served as members of our Compensation Committee for the 2001 fiscal year. During
fiscal 2001, as well as in the current year, we retained the law firm of Baker &
Hostetler LLP to perform legal services on our behalf, including representing us
on certain legal matters regarding the issuance of the notes. Mr. Gunsett is a
partner of Baker & Hostetler LLP. See "Legal Matters."

     None of our executive officers served during the 2001 fiscal year as a
member of a compensation committee or as a director of any entity of which any
of our directors served as an executive officer.

                                      -56-

              CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     During our 2001 fiscal year, as well as the current fiscal year, we
retained the law firm of Baker & Hostetler LLP to perform legal services on our
behalf, including representing us on certain legal matters regarding the
issuance of the notes. Daniel J. Gunsett, a partner of that firm, is one of our
directors and a member of the Audit, Compensation, Executive, Nominating, Stock
Option, and Stock Repurchase Committees. See "Legal Matters."

     In February 1999, our Board of Directors authorized a stock repurchase
program which provides for both open-market and privately negotiated stock
repurchases of our Class A and Class B Common Stock. In accordance with this
program, during our 2001 fiscal year we repurchased 24,500 shares of Class B
Common Stock at a total purchase price of $672,000 from the John C. Dempsey
Trust, and during the current fiscal year we have repurchased 50,000 shares of
Class B Common Stock at a total purchase price of $1,608,800 from this trust.
Michael H. Dempsey, a director of our company, is the trustee and a beneficiary
of this trust. The purchase prices for these repurchases were determined by a
formula based upon the average of the high and low sale prices for the Class B
Common Stock on the Nasdaq Market during the 30 calendar days immediately
preceding the date of each respective sale.

     Prior to the enactment of the Sarbanes-Oxley Act of 2002, from time to time
we made loans to employees, including our executive officers. The following
table summarizes the activity related to loans to our executive officers during
the period from November 1, 2000 to August 31, 2002.

                                                      Principal
                                                      Balance at       New
                                                      November 1,   Principal    Principal     Balance at
Name of Debtor                                           2000        Advances      Paid     August 31, 2002
- --------------                                           ----        --------      ----     ---------------
                                                                                  
Charles R. Chandler (1) ........................       $306,972     $     -0-    $306,972     $    -0-
Michael J. Gasser (2) ..........................        119,973           -0-      39,612       80,361
Donald S. Huml (3) .............................            -0-       306,186         -0-      306,186
Sharon R. Maxwell (4) ..........................         92,073           -0-       5,491       86,582
William B. Sparks, Jr. (5) .....................        345,759           -0-      41,413      304,346
                                                       --------     ---------    --------     --------
                                                       $864,777     $ 306,186    $393,488     $777,475
                                                       ========     =========    ========     ========

- ----------
(1)  The loan is secured by a first mortgage on a house and lot in Ohio an d
     interest is payable at 5% per annum.

(2)  The loan is secured by 5,599 shares of our Class B Common Stock and a first
     mortgage on a house and lot in Ohio. Interest is payable at 3% per annum.

(3)  Under the then-existing benefits of our relocation program, Donald S. Huml
     received a short-term advance on June 27, 2002, in the amount of $305,000
     for his purchase of a house in connection with his joining our Company.
     This advance is payable upon the earlier of the closing of the sale of his
     previous home or 120 days from the date of the advance.

(4)  The loan is secured by a first mortgage on a house and lot in Ohio and
     interest is payable at 7 1/4% per annum.

(5)  The loan is secured by 6,248 shares of our Class B Common Stock and 1,000
     shares of our Class A Common Stock. Interest is payable at 3% per annum. An
     additional loan is secured by a first mortgage on a house and lot in Ohio
     with interest payable at 5% per annum.

     In accordance with the Sarbanes-Oxley Act of 2002, we will no longer extend
or maintain credit, or arrange for the extension of credit, or renew an
extension of credit, in the form of a personal loan to or for any of our
directors or executive officers, other than an extension of credit in existence
on the date of the enactment of the Sarbanes-Oxley Act.

                                      -57-

                      DESCRIPTION OF SENIOR CREDIT FACILITY

Amended and Restated Senior Credit Facility

General

         On August 23, 2002, we entered into an amended and restated senior
secured credit agreement with a syndicate of financial institutions, as lenders,
Salomon Smith Barney Inc., as joint lead arranger and sole book-runner, Citicorp
North America, Inc., as administrative agent, Deutsche Bank Trust Company
Americas and KeyBank National Bank Association, as co-syndication agents, Sun
Trust Bank, as documentation agent, and Deutsche Bank Securities, Inc. as joint
lead arranger. Certain of our foreign subsidiaries are also borrowers under the
amended and restated senior credit facility.

         The amended and restated senior credit facility consists of a $300
million term loan and a $250 million revolving multicurrency credit facility.
The term loan periodically reduces through its maturity date of August 23, 2009.
In addition, we are required to make mandatory prepayments under certain
conditions. The revolving credit facility matures on February 28, 2006. The
interest component of this facility has three base rates, a Eurocurrency rate,
an alternate base rate and an overnight rate, depending on the type of loan,
plus a margin which depends on the type of loan. The Eurocurrency rate is
determined by the currency in which the loan is denominated (i.e., U.S. $,
Euros, Australian Dollars, etc.). We are required to pay a commitment fee each
quarter based upon the total unused commitment amount and upon our leverage
ratio.

         The amended and restated senior credit facility is guaranteed by our
domestic subsidiaries. The repayment of this facility is secured by a first
priority lien (subject to permitted encumbrances) on substantially all of our
and each guarantor's personal property and certain of our and each guarantor's
real property, all capital stock of the guarantors and, in part, the capital
stock of the foreign subsidiary borrowers and any intercompany notes payable to
them.

Covenants

         The amended and restated senior credit facility requires us to meet
certain financial tests, including, but not limited to, maximum leverage and
minimum interest coverage ratios. In addition, the amended and restated senior
credit facility contains certain covenants which, among other things, limit the
incurrence of additional debt, guarantees, liens, investments, asset sales,
dividends, restricted payments, acquisitions, mergers and consolidations, change
of business, transactions with affiliates, prepayments, repurchases and
redemptions of certain other indebtedness and other matters customarily
restricted in such agreements.

Events of Default

         The amended and restated senior credit facility contains events of
default, including nonpayment of principal, interest and fees, violation of
covenants, inaccuracy of representations or warranties in any material respect,
cross default and cross acceleration to certain other indebtedness, bankruptcy,
ERISA, environmental matters, material judgments and material liabilities and
change of control.

                                      -58-

                               THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

     On July 31, 2002, we sold $250.0 million in aggregate principal amount at
maturity of the outstanding original notes (the "original notes" or the
"outstanding notes") in a private placement. The original notes were sold to the
initial purchasers who in turn resold the notes to a limited number of
"Qualified Institutional Buyers," as defined under the Securities Act. In
connection with the sale of the outstanding notes, we and the initial purchasers
entered into a registration rights agreement. Under the registration rights
agreement, we have agreed to file a registration statement regarding the
exchange of the outstanding notes for new exchange notes which are registered
under the Securities Act. We have also agreed to use our best efforts to cause
the registration statement to become effective with the SEC, and we have agreed
to conduct this exchange offer after the registration statement is declared
effective. We will use our best efforts to keep this registration statement
continuously effective during the one-year period following the closing of the
exchange offer. You are a holder with respect to the exchange offer if you are a
person in whose name any outstanding notes are registered on our books or any
person who has obtained a properly completed assignment of outstanding notes
from the registered holder.

     We are making the exchange offer to comply with our obligations under the
registration rights agreement. A copy of the registration rights agreement has
been filed as an exhibit to the registration statement of which this prospectus
is a part.

     In order to participate in the exchange offer, you must represent to us,
among other things, that:

          .    you are acquiring the exchange notes under the exchange offer in
               the ordinary course of your business;

          .    you are not engaged in, and do not intend to engage in, a
               distribution of the exchange notes;

          .    you do not have any arrangement or understanding with any person
               to participate in the distribution of the exchange notes;

          .    you are not a broker-dealer tendering outstanding notes acquired
               directly from us for your own account;

          .    you are not one of our "affiliates," as defined in Rule 405 of
               the Securities Act; and

          .    you are not prohibited by law or any policy of the SEC from
               participating in the exchange offer.

Resale of the Exchange Notes

          Based on a previous interpretation by the Staff of the SEC set forth
in no-action letters issued to third parties, including Exxon Capital Holdings
Corporation (available May 13, 1988) and Morgan Stanley & Co. Incorporated
(available June 5, 1991), we believe that the exchange notes issued in the
exchange offer may be offered for resale, resold and otherwise transferred by
you, except if you are an affiliate of us, without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that the representations set forth in "-Purpose and Effect of the Exchange
Offer" apply to you.

          If you tender in the exchange offer with the intention of
participating in a distribution of the exchange notes, you cannot rely on the
interpretation by the Staff of the SEC as set forth in the Morgan Stanley & Co.
Incorporated no-action letter and other similar letters, and you must comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with a secondary resale transaction. If our belief regarding
resale is inaccurate, those who transfer exchange notes in violation of the
prospectus delivery provisions of the Securities Act and without an exemption
from registration under the federal securities laws may incur liability under
these laws. We do not assume or indemnify you against this liability.

          The exchange offer is not being made to, nor will we accept surrenders
for exchange from, holders of outstanding notes in any jurisdiction in which the
exchange offer or the acceptance thereof would not be in compliance with the
securities or blue sky laws of the particular jurisdiction. Each broker-dealer
that receives exchange notes for its own account in exchange for outstanding
notes, where the outstanding notes were acquired by that broker-dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of the exchange
notes. See "Plan of Distribution." In order to

                                      -59-

facilitate the disposition of exchange notes by broker-dealers participating in
the exchange offer, we have agreed, subject to specific conditions, to make this
prospectus, as it may be amended or supplemented from time to time, available
for delivery by those broker-dealers to satisfy their prospectus delivery
obligations under the Securities Act. Any holder that is a broker-dealer
participating in the exchange offer must notify the exchange agent at the
telephone number set forth in the enclosed letter of transmittal and must comply
with the procedures for broker-dealers participating in the exchange offer. We
have not entered into any arrangement or understanding with any person to
distribute the exchange notes to be received in the exchange offer.

Terms of the Exchange Offer

         This prospectus and the accompanying letter of transmittal together
constitute the exchange offer. Upon the terms and subject to the conditions set
forth in this prospectus and in the letter of transmittal, we will accept for
exchange outstanding notes which are properly tendered on or before the
expiration date and are not withdrawn as permitted below. The expiration date
for this exchange offer is 5:00 p.m., New York City time, on __________, 2002,
or such later date and time to which we, in our sole discretion, extend the
exchange offer; provided, however, that the latest time and date to which we can
extend the exchange offer is 5:00 p.m., New York City time, on _______, 2002.

         As of the date of this prospectus, $250.0 million in aggregate
principal amount at maturity of the original notes are outstanding. This
prospectus, together with the letter of transmittal, is being sent to all
registered holders of the original notes on this date. There will be no fixed
record date for determining registered holders of the original notes entitled to
participate in the exchange offer; however, holders of the original notes must
tender their certificates therefor or cause their original notes to be tendered
by book-entry transfer before the expiration date of the exchange offer to
participate.

         The form and terms of the new notes being issued in the exchange offer
are the same as the form and terms of the old securities, except that:

     .   the exchange notes being issued in the exchange offer will have been
         registered under the Securities Act;

     .   the exchange notes being issued in the exchange offer will not bear the
         restrictive legends restricting their transfer under the Securities
         Act; and

     .   the exchange notes being issued in the exchange offer will not
         contain the registration rights and liquidated damages provisions
         contained in the old securities.

         Outstanding capital securities being tendered in the exchange offer
must be in denominations of the principal amount of $1,000 and integral
multiples of that amount.

         We intend to conduct the exchange offer in accordance with the
provisions of the registration rights agreement and applicable federal
securities laws. Original notes that are not tendered for exchange under the
exchange offer will remain outstanding and will be entitled to the rights under
the related indenture. Any original notes not tendered for exchange will not
retain any rights under the registration rights agreement and will remain
subject to transfer restrictions. See " - Consequences of Failure to Exchange."

         We will be deemed to have accepted validly tendered outstanding notes
when, as and if we will have given oral or written notice of its acceptance to
the exchange agent. The exchange agent will act as agent for the tendering
holders for the purposes of receiving the exchange notes from us. If any
tendered outstanding notes are not accepted for exchange because of an invalid
tender, the occurrence of other events set forth in this prospectus, or
otherwise, certificates for any unaccepted outstanding notes will be returned,
or, in the case of outstanding notes tendered by book-entry transfer, those
unaccepted outstanding notes will be credited to an account maintained with The
Depository Trust Company, without expense to the tendering holder of those
outstanding notes as promptly as practicable after the expiration date of the
exchange offer. See " - Procedures for Tendering."

         Those who tender outstanding notes in the exchange offer will not be
required to pay brokerage commission or fees or, subject to the instruction in
the letter of transmittal, transfer taxes with respect to the exchange under the
exchange offer. We will pay all charges and expenses, other than applicable
taxes described below, in connection with the exchange offer. See " - Fees and
Expenses."

                                      -60-

Expiration Date; Extensions, Amendments

         The expiration date is 5:00 p.m., New York City time on ___________,
2002, unless we, in our sole discretion, extend the expiration date of the
exchange offer, in which case, the expiration date will be the latest date and
time to which the exchange offer may be extended; provided, however, that the
latest time and date to which we can extend the exchange offer is 5:00 p.m., New
York City time, on _______, 2002. We may, in our sole discretion, terminate the
exchange offer.

         To extend the expiration date, we will notify the exchange agent of any
extension by oral or written notice prior to 9:00 a.m., New York City time, on
the next business day after the previously scheduled expiration date, and we
will notify the holders of outstanding notes, or cause them to be notified, by
making a public announcement of the extension, as promptly as practicable
thereafter. Such notification may state that we are extending this exchange
offer for a specified period of time, but in no event later than _________,
2002.

         We reserve the right (1) to refuse to accept any outstanding notes, to
extend the expiration date of this exchange offer or to terminate this exchange
offer and not accept any outstanding notes for exchange if any of the conditions
set forth herein under "-Conditions to the Exchange Offer" shall not have been
satisfied or waived by us prior to the expiration date, by giving oral or
written notice of such delay, extension or termination to the exchange agent; or
(2) to amend the terms of this exchange offer in any manner deemed by us to be
advantageous to the holders of the outstanding notes. Any such refusal in
acceptance, extension, termination or amendment will be followed as promptly as
practicable by oral or written notice thereof to the exchange agent. If this
exchange offer is amended in a manner determined by us to constitute a material
change, we will promptly disclose such amendment in a manner reasonably
calculated to inform the holders of the outstanding notes of such amendment.

         Without limiting the manner in which we may choose to make a public
announcement of any delay, extension, amendment or termination of the exchange
offer, we will have no obligation to publish, advertise or otherwise communicate
that public announcement, other than by making a timely release to an
appropriate news agency.

Conditions to the Exchange Offer

     Without regard to other terms of the exchange offer, we are not required to
accept for exchange, or to issue exchange notes in the exchange offer for, any
outstanding notes and we may terminate or amend the exchange offer, if at any
time before the acceptance of outstanding notes for exchange, if:

     .   any federal law, statute, rule or regulation is proposed, adopted or
         enacted which, in our judgment, might reasonably be expected to impair
         our ability to proceed with the exchange offer;

     .   any action or proceeding is instituted or threatened in any court or
         by or before any governmental agency with respect to the exchange
         offer that, in our judgment, might impair our ability to proceed with
         the exchange offer;

     .   any stop order is threatened or in effect with respect to the
         registration statement of which this prospectus constitutes a part or
         the qualification of the indenture under the Trust Indenture Act of
         1939;

     .   any governmental approval or approval by holders of the outstanding
         notes has not been obtained if we, in our reasonable judgment, deem
         this approval necessary for the consummation of the exchange offer; or

     .   there occurs a change in the current interpretation by the Staff of
         the SEC which permits the exchange notes to be issued in the exchange
         offer to be offered for resale, resold and otherwise transferred by
         the holders of the exchange notes, other than broker-dealers and any
         holder which is an "affiliate" of ours within the meaning of Rule 405
         under the Securities Act, without compliance with the registration and
         prospectus delivery provisions of the Securities Act, provided that
         the exchange notes acquired in the exchange offer are acquired in the
         ordinary course of that holder's business and that holder has no
         arrangement or understanding with any person to participate in the
         distribution of the exchange notes to be issued in the exchange offer.

                                      -61-

     The preceding conditions are for our sole benefit and we may assert them
regardless of the circumstances giving rise to any such condition. The failure
by us at any time to exercise any of the foregoing rights shall not be deemed a
waiver of any such right, and each such right shall be deemed an ongoing right
which may be asserted any time and from time to time by us. If we determine that
any of these conditions is not satisfied, we may:

          .  refuse to accept any outstanding notes and return all tendered
             outstanding notes to the tendering holders, or, in the case of
             outstanding notes tendered by book-entry transfer, credit those
             outstanding notes to an account maintained with The Depository
             Trust Company ("DTC");
          .  extend the expiration date of the exchange offer and retain all
             outstanding notes tendered before the expiration date of the
             exchange offer, subject, however, to the rights of the holders who
             have tendered the outstanding notes to withdraw their outstanding
             notes; or
          .  waive unsatisfied conditions with respect to the exchange offer and
             accept all properly tendered outstanding notes that have not been
             withdrawn. If the waiver constitutes a material change to the
             exchange offer, we will promptly disclose the waiver by means of a
             prospectus supplement that will be distributed to the registered
             holders of the outstanding notes, and we will extend the exchange
             offer for a period of up to ten business days, depending on the
             significance of the waiver and the manner of disclosure of the
             registered holders of the outstanding notes, if the exchange offer
             would otherwise expire during this period.

Procedures for Tendering

          To effectively tender outstanding notes held in physical form, a
holder of the outstanding notes must complete, sign and date the letter of
transmittal, or a facsimile thereof, have the signatures thereon guaranteed if
required by the letter of transmittal, and mail or otherwise deliver such letter
of transmittal or a facsimile thereof, together with the certificates
representing such outstanding notes and any other required documents, to the
exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

          A holder may also, in lieu of the above, deposit outstanding notes
held in physical form with DTC and make a book-entry transfer as set forth
below.

          To effectively tender outstanding notes by book-entry transfer to the
account maintained by the exchange agent at DTC, holders of outstanding notes
may request a DTC participant to, on their behalf, in lieu of physically
completing and signing the letter of transmittal and delivering it to the
exchange agent, electronically transmit their acceptance through DTC's Automated
Tender Offer Program ("ATOP"), and DTC will then edit and verify the acceptance
and send an agent's message (an "Agent's Message") to the exchange agent for its
acceptance. An Agent's Message is a message transmitted by DTC to, and received
by, the exchange agent and forming a part of the Book-Entry Confirmation (as
defined below), which states that DTC has received an express acknowledgment
from the DTC participant tendering outstanding notes on behalf of the holder of
such outstanding notes that such DTC participant has received and agrees to
bound by the terms and conditions of the exchange offer as set forth in this
prospectus and the related letter of transmittal and that we may enforce such
agreement against such participant. Certificates representing outstanding notes,
or a timely confirmation of a book-entry transfer of the outstanding notes into
the exchange agent's account at DTC (a "Book-Entry Confirmation"), pursuant to
the book-entry transfer procedures described below, as well as either a properly
completed and duly executed consent and letter of transmittal (or manually
signed facsimile thereof), or an Agent's Message pursuant to DTC's ATOP system,
and any other documents required by the letter of transmittal, must be mailed or
delivered to the exchange agent on or prior to 5:00 p.m., New York City time, on
the expiration date of the exchange offer.

          Holders of outstanding notes whose certificates for outstanding notes
are not lost but are not immediately available or who cannot deliver their
certificates and all other documents required by the letter of transmittal to
the exchange agent on or prior to the expiration date, or who cannot complete
the procedures for book-entry transfer on or prior to the expiration date, may
tender their outstanding notes according to the guaranteed delivery procedures
set forth in "--The Exchange Offer-Guaranteed Delivery Procedures" section of
this prospectus.

                                      -62-

        The method of delivery of the letter of transmittal, any required
signature guarantees, the outstanding notes and all other required documents,
including delivery of outstanding notes through DTC, and transmission of an
Agent's Message through DTC's ATOP system, is at the election and risk of the
tendering holders, and the delivery will be deemed made only when actually
received or confirmed by the exchange agent. If outstanding notes are sent by
mail, it is suggested that the mailing be registered mail, properly insured,
with return receipt requested, made sufficiently in advance of the expiration
date, as desired, to permit delivery to the exchange agent prior to 5:00 p.m. on
the expiration date. Holders tendering outstanding notes through DTC's ATOP
system must allow sufficient time for completion of the ATOP procedures during
the normal business hours of DTC on such respective date.

        No outstanding notes, letters of transmittal, Agent's Messages or other
required documents should be sent to us. Delivery of all outstanding notes,
letters of transmittal, Agent's Messages and other documents must be made to the
exchange agent. Holders may also request their respective brokers, dealers,
commercial banks, trust companies or nominees to effect such tender for such
holders.

        The tender by a holder of outstanding notes will constitute an agreement
between such holder and us in accordance with the terms and subject to the
conditions set forth herein and in the letter of transmittal. Holders of
outstanding notes registered in the name of a broker, dealer, commercial bank,
trust company or other nominee who wish to tender must contact such registered
holder promptly and instruct such registered holder how to act on such
non-registered holder's behalf.

        Signatures on a letter of transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office or correspondent in the
United States or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Exchange Act (each an "Eligible Institution") unless the
outstanding notes tendered pursuant thereto are tendered (1) by a registered
holder of outstanding notes who has not completed the box entitled "Special
Issuance Instructions" or "Special Delivery Instructions" on the letter of
transmittal or (2) for the account of an Eligible Institution.

        If a letter of transmittal is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such person should so indicate
when signing, and, unless waived by us, evidence satisfactory to us of their
authority to so act must be submitted with such letter of transmittal.

        All questions as to the validity, form, eligibility, time of receipt and
withdrawal of the tendered outstanding notes will be determined by us in our
sole discretion, which determination will be final and binding. We reserve the
absolute right to reject any and all outstanding notes not validly tendered or
any outstanding notes which, if accepted, would, in the opinion of our counsel,
be unlawful. We also reserve the absolute right to waive any irregularities or
conditions of tender as to particular outstanding notes. Our interpretation of
the terms and conditions of this exchange offer, including the instructions in
the letter of transmittal, will be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders of outstanding
notes must be cured within such time as we shall determine. None of us, the
exchange agent, or any other person shall be under any duty to give notification
of defects or irregularities with respect to tenders of outstanding notes, nor
shall any of them incur any liability for failure to give such notification.
Tenders of outstanding notes will not be deemed to have been made until such
irregularities have been cured or waived. Any outstanding notes received by the
exchange agent that are not validly tendered and as to which the defects or
irregularities have not been cured or waived will be returned without cost to
such holder by the exchange agent, unless otherwise provided in the letter of
transmittal, as soon as practicable following the expiration date of the
exchange offer.

        We reserve the right, in our sole discretion, to purchase or make offers
for any outstanding notes after the expiration date of the exchange offer, from
time to time, through open market or privately negotiated transactions, one or
more additional exchange or tender offers, or otherwise, as permitted by law,
the indenture and our other debt agreements. Following consummation of this
exchange offer, the terms of any such purchases or offers could differ
materially from the terms of this exchange offer.

                                      -63-

        By tendering, each holder will represent to us that, among other things,
the person acquiring the exchange notes in the exchange offer is obtaining them
in the ordinary course of its business, whether or not such person is the
holder, and that neither the holder nor such other person has any arrangement or
understanding with any person to participate in the distribution of the exchange
notes issued in the exchange offer. If any holder or any such other person is an
"affiliate," as defined under Rule 405 of the Securities Act, of us, or is
engaged in or intends to engage in or has an arrangement or understanding with
any person to participate in a distribution of exchange notes to be acquired in
the exchange offer, that holder or any such other person:

     .  may not rely on the applicable interpretations of the staff of the SEC;
        and
     .  must comply with the registration and prospectus delivery requirements
        of the Securities Act in connection with any resale transaction.

        Each broker-dealer who acquired its outstanding notes as a result of
market-making activities or other trading activities and thereafter receives
exchange notes issued for its own account in the exchange offer, must
acknowledge that it will deliver a prospectus in connection with any resale of
such exchange notes issued in the exchange offer. The letter of transmittal
states that by so acknowledging and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act. See "Plan of Distribution" for a discussion of the exchange
and resale obligations of broker-dealers in connection with the exchange offer.

Acceptance of Outstanding Notes for Exchange; Delivery of Exchange Notes Issued
in the Exchange Offer

        Upon satisfaction or waiver of all of the conditions to the exchange
offer, we will accept, promptly after the expiration date, all outstanding notes
properly tendered and will issue exchange notes registered under the Securities
Act. For purposes of the exchange offer, we will be deemed to have accepted
properly tendered outstanding notes for exchange when, as and if we have given
oral or written notice to the exchange agent, with written confirmation of any
oral notice to be given promptly thereafter. See " - Conditions to the Exchange
Offer" for a discussion of the conditions that must be satisfied before we
accept any outstanding notes for exchange.

        For each outstanding note accepted for exchange, the holder will receive
an exchange note registered under the Securities Act having a principal amount
equal to that of the surrendered outstanding note. Accordingly, registered
holders of exchange notes issued in the exchange offer on the relevant record
date for the first interest payment date following the completion of the
exchange offer will receive interest accruing from the most recent date to which
interest has been paid or, if no interest has been paid on the outstanding
notes, from July 31, 2002. Outstanding notes that we accept for exchange will
cease to accrue interest from and after the date of completion of the exchange
offer. Under the registration rights agreement, we may be required to make
additional payments in the form of liquidated damages to the holders of the
outstanding notes under circumstances relating to the timing of the exchange
offer.

        In all cases, we will issue exchange notes in the exchange offer for
outstanding notes that are accepted for exchange only after the exchange agent
timely receives:

     .  certificates for such outstanding notes or a timely book-entry
        confirmation of such outstanding notes into the exchange agent's account
        at DTC;
     .  a properly completed and duly executed letter of transmittal or an
        agent's message; and
     .  all other required documents.

        If for any reason set forth in the terms and conditions of the exchange
offer we do not accept any tendered outstanding notes, or if a holder submits
outstanding notes for a greater principal amount than the holder desires to
exchange, we will return such unaccepted or non-exchanged outstanding note
without cost to the tendering holder. In the case of outstanding notes tendered
by book-entry transfer into the exchange agent's account at DTC, such
non-exchanged outstanding notes will be credited to an account maintained with
DTC. We will return the outstanding notes or have them credited to the DTC
account as promptly as practicable after the expiration or termination of the
exchange offer.

                                      -64-

Book-Entry Transfer

          The exchange agent will make a request to establish an account with
respect to the outstanding notes at DTC for purposes of this exchange offer
within two business days after the date of this prospectus. Any financial
institution that is a participant in DTC's ATOP systems may use DTC's ATOP
procedures to tender outstanding notes. Such participant may make book-entry
delivery of outstanding notes by causing DTC to transfer such outstanding notes
into the exchange agent's account at DTC in accordance with DTC's procedures for
transfer. However, although delivery of outstanding notes may be effected
through book-entry transfer at DTC, the letter of transmittal, or facsimile
thereof, with any required signature guarantees, or an Agent's Message pursuant
to the ATOP procedures and any other required documents must, in any case, be
transmitted to and received by the exchange agent at the address set forth in
this prospectus on or prior to the expiration date of the exchange offer, or the
guaranteed delivery procedures described below must be complied with. Delivery
of documents to DTC will not constitute valid delivery to the exchange agent.

Guaranteed Delivery Procedures

          Holders whose certificates for outstanding notes are not lost but are
not immediately available or who cannot deliver their certificates and all other
required documents to the exchange agent on or prior to the expiration date, or
who cannot complete the procedures for book-entry transfer on or prior to the
expiration date, may nevertheless effect a tender of their outstanding notes if:

          .  the tender is made through an eligible institution;

          .  prior to the expiration date of the exchange offer, the exchange
             agent receives by facsimile transmission, mail or hand delivery
             from such eligible institution a validly completed and duly
             executed letter of transmittal (or facsimile thereof) or an Agent's
             Message pursuant to DTC's ATOP system, and a notice of guaranteed
             delivery, substantially in the form provided with this prospectus,
             which

               .  sets forth the name and address of the holder of the
                  outstanding notes and the amount of outstanding notes
                  tendered;
               .  states that the tender is being made thereby; and
               .  guarantees that within three NYSE trading days after the date
                  of execution of the notice of guaranteed delivery, the
                  certificates for all physically tendered outstanding notes, in
                  proper form for transfer, or a Book-Entry Confirmation, as the
                  case may be, and any other documents required by the letter of
                  transmittal will be deposited by the eligible institution with
                  the exchange agent; and

          .  the certificates for all physically tendered outstanding notes, in
             proper form for transfer, or a Book-Entry Confirmation, as the case
             may be, and all other documents required by the letter of
             transmittal are received by the exchange agent within three NYSE
             trading days after the date of execution of the notice of
             guaranteed delivery.

Withdrawal of Tenders

          Tenders of outstanding notes may be properly withdrawn at any time
prior 5:00 p.m., New York City time, on the expiration date of the exchange
offer.

          For a withdrawal of a tender to be effective, a written notice of
withdrawal delivered by hand, overnight by courier or by mail, or a manually
signed facsimile transmission, or a properly transmitted "Request Message"
through DTC's ATOP system, must be received by the exchange agent prior to 5:00
p.m., New York City time, on the expiration date of the exchange offer. Any such
notice of withdrawal must:

          .  specify the name of the person that tendered the outstanding notes
             to be properly withdrawn;

                                      -65-

          .  identify the outstanding notes to be properly withdrawn, including
             the principal amount of such outstanding notes;
          .  in the case of outstanding notes tendered by book-entry transfer,
             specify the number of the account at DTC from which the outstanding
             notes were tendered and specify the name and number of the account
             at DTC to be credited with the properly withdrawn outstanding notes
             and otherwise comply with the procedures of such facility;
          .  contain a statement that such holder is withdrawing its election to
             have such outstanding notes exchanged for exchange notes;
          .  other than a notice transmitted through DTC's ATOP system, be
             signed by the holder in the same manner as the original signature
             on the letter of transmittal by which such outstanding notes were
             tendered, including any required signature guarantees, or be
             accompanied by documents of transfer to have the Trustee with
             respect to the outstanding notes register the transfer of such
             outstanding notes in the name of the person withdrawing the tender;
             and
          .  specify the name in which such outstanding notes are registered, if
             different from the person who tendered such outstanding notes.

          All questions as to the validity, form, eligibility and time of
receipt of such notice will be determined by us, and our determination shall be
final and binding on all parties. Any outstanding notes so properly withdrawn
will be deemed not to have been validly tendered for exchange for purposes of
this exchange offer and no exchange notes will be issued with respect thereto
unless the outstanding notes so withdrawn are validly retendered thereafter. Any
outstanding notes that have been tendered for exchange but are not exchanged for
any reason will be returned to the tendering holder thereof without cost to such
holder, or, in the case of outstanding notes tendered by book-entry transfer
into the exchange agent's account at DTC pursuant to the book-entry transfer
procedures described above, such outstanding notes will be credited to an
account maintained with DTC for the outstanding notes as soon as practicable
after withdrawal, rejection of tender or termination of the exchange offer.
Properly withdrawn outstanding notes may be retendered by following the
procedures described above at any time on or prior to the expiration date of the
exchange offer.

Termination of Certain Rights

          All rights given to holders of outstanding notes under the
registration rights agreement will terminate upon the consummation of the
exchange offer except with respect to our duty:

          .  to use our best efforts to keep the registration statement
             continuously effective during the one-year period following the
             closing of the exchange offer; and
          .  to provide copies of the latest version of this prospectus to any
             broker-dealer that requests copies of this prospectus for use in
             connection with any resale by that broker-dealer of exchange notes
             received for its own account pursuant to the exchange offer in
             exchange for outstanding notes acquired for its own account as a
             result of market-making or other trading activities, subject to the
             conditions described above under " - Resale of the Exchange Notes."

Exchange Agent

          J.P. Morgan Trust Company, National Association, has been appointed as
exchange agent for this exchange offer. Letters of transmittal, Agent's or
Request Messages through DTC's ATOP system, notices of guaranteed delivery and
all correspondence in connection with this exchange offer should be sent or
delivered by each holder of outstanding notes or a beneficial owner's broker,
dealer, commercial bank, trust company or other nominee to the exchange agent at
the addresses set forth in the letter of transmittal. We will pay the exchange
agent reasonable and customary fees for its services and will reimburse it for
its reasonable out-of-pocket expenses in connection therewith.

                                      -66-

Fees and Expenses

          The expenses of soliciting tenders pursuant to this exchange offer
will be paid by us.

          Except as described above, we will not make any payments to brokers,
dealers or other persons soliciting acceptances of this exchange offer. We will,
however, pay the reasonable and customary fees and out-of-pocket expenses of the
exchange agent, the Trustee, and legal, accounting, and related fees and
expenses. We may also pay brokerage houses and other custodians, nominees and
fiduciaries their reasonable out-of-pocket expenses incurred in forwarding
copies of this prospectus and related documents to the beneficial owners of the
outstanding notes, and in handling or forwarding tenders for exchange.

          We will also pay all transfer taxes, if any, applicable to the
exchange of outstanding notes pursuant to this exchange offer. If, however,
outstanding notes are to be issued for principal amounts not tendered or
accepted for exchange in the name of any person other than the registered holder
of the outstanding notes tendered or if tendered outstanding notes are
registered in the name of any person other than the person signing the letter of
transmittal, or if a transfer tax is imposed for any reason other than the
exchange of outstanding notes pursuant to this exchange offer, then the amount
of any such transfer taxes, whether imposed on the registered holder or any
other persons, will be payable by the tendering holder. If satisfactory evidence
of payment of such taxes or exemption therefrom is not submitted with the
consent and letter of transmittal, the amount of such transfer taxes will be
billed directly to such tendering holder.

          The estimated cash expenses to be incurred in connection with the
exchange offer are estimated in the aggregate to be approximately $75,000. These
expenses include registration fees, fees and expenses of the exchange agent,
accounting and legal fees, and printing costs, among others.

Consequences of Failure of Exchange Outstanding Securities

          Holders who desire to tender their outstanding notes in exchange for
exchange notes registered under the Securities Act should allow sufficient time
to ensure timely delivery. Neither the exchange agent nor us is under any duty
to give notification of defects or irregularities with respect to the tenders of
outstanding notes for exchange.

          Outstanding notes that are not tendered or are tendered but not
accepted will, following the completion of the exchange offer, continue to be
subject to the provisions in the indenture regarding the transfer and exchange
of the outstanding notes and the existing restrictions on transfer set forth in
the legend on the outstanding notes and in the offering memorandum dated July
25, 2002, relating to the outstanding notes. Except in limited circumstances
with respect to specific types of holders of outstanding notes, we will have no
further obligation to provide for the registration under the Securities Act of
such outstanding notes. In general, outstanding notes, unless registered under
the Securities Act, may not be offered or sold except pursuant to an exemption
from, or in a transaction not subject to, the Securities Act and applicable
state securities laws.

          We do not currently anticipate that we will take any action to
register the outstanding notes under the Securities Act or under any state
securities laws. Upon completion of the exchange offer, holders of the
outstanding notes will not be entitled to any further registration rights under
the registration rights agreement, except under limited circumstances.

          Holders of the exchange notes issued in the exchange offer and any
outstanding notes which remain outstanding after completion of the exchange
offer will vote together as a single class for purposes of determining whether
holders of the requisite percentage of the class have taken certain actions or
exercised certain rights under the indenture.

                                      -67-

                              DESCRIPTION OF NOTES

     You can find the definitions of certain terms used in this description
under the subheading "Certain Definitions." In this description, the words
"Company" and "we" refer only to Greif Bros. Corporation and not to any of its
subsidiaries.

     The original notes were, and the exchange notes will be, issued under an
indenture dated as of July 31, 2002 (the "indenture"), among the Company, the
Subsidiary Guarantors and J.P. Morgan Trust Company, National Association, as
trustee (the "trustee"). We can issue up to $300.0 million of additional notes
at later dates under the same indenture. We can issue additional notes as part
of the same series or as an additional series. Any additional notes that we
issue in the future will be identical in all respects to the original notes and
exchange notes, except that the notes issued in the future will have different
issuance prices and issuance dates.

     We urge you to read the indenture because it, and not this description,
defines your rights as a holder of these notes. A copy of the indenture is
available upon request to the Company at the address indicated under "Where You
Can Find More Information."

Principal, Maturity and Interest

     We have issued $250 million principal amount of original notes in the
private offering. The notes will mature on August 1, 2012. We will issue notes
only in fully registered form without coupons, in denominations of $1,000 and
integral multiples of $1,000.

     Interest on the notes will accrue at a rate of 8.875% per annum and will be
payable semi-annually in arrears on February 1 and August 1, commencing on
February 1, 2003. We will pay interest to those persons who were holders of
record on the January 15 and July 15, respectively, immediately preceding each
interest payment date.

     Interest on the notes will accrue from the date of original issuance or, if
interest has already been paid, from the date it was most recently paid.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.

     The interest rate on the notes we are offering now will increase if:

          (1)  we do not file on a timely basis:

               (A)  a registration statement to allow for an exchange offer or

               (B)  a resale shelf registration statement for those notes;

          (2)  the registration statement referred to above is not declared
               effective on a timely basis; or

          (3)  certain other conditions are not satisfied.

     Any interest payable as a result of any such increase in the interest rate
is referred to as "Special Interest." You should refer to the description under
the heading "Exchange Offer; Registration Rights" for a more detailed
description of the circumstances under which the interest rate will increase.

Subordination

     The notes will be:

     .    senior subordinated, unsecured obligations of the Company;

                                      -68-

     .    guaranteed on a senior subordinated, unsecured basis by the Subsidiary
          Guarantors;

     .    equal in ranking ("pari passu") in right of payment with each other
          and with all other existing and future Senior Subordinated Debt of the
          Company and the Subsidiary Guarantors; and

     .    senior to all existing and future Subordinated Obligations of the
          Company and the Subsidiary Guarantors.

     The payment of principal of, premium, if any, and interest on and all other
amounts payable in respect of the notes, and payment under any Subsidiary
Guaranty, will be subordinated in right of payment to the payment in cash when
due of all Senior Debt of the Company or the relevant Subsidiary Guarantor, as
the case may be. As a result of this subordination, holders of Senior Debt will
be entitled, in any of the following situations, to receive full payment in cash
on all obligations owed to them before any kind of payment can be made to
holders of the notes:

     .    liquidation or dissolution of the Company;

     .    bankruptcy, reorganization, receivership or similar proceedings;

     .    assignments for the benefit of the Company's creditors; or

     .    any marshaling of the Company's assets and liabilities.

As of July 31, 2002, on a pro forma basis, after giving effect to the amended
and restated senior credit facility, the notes would have been subordinated to
$403.5 million of Senior Debt and the Subsidiary Guaranties would have been
subordinated to $403.5 million of Senior Debt, excluding unused commitments made
by lenders under the Senior Credit Facility.

     A significant portion of our operations are conducted through our
subsidiaries, including our foreign subsidiaries. Therefore, the Company's
ability to service its debt, including the notes, is dependent in part upon the
earnings of these subsidiaries, and their ability to distribute those earnings
as dividends, loans or other payments to the Company. Certain laws restrict the
ability of the Company's subsidiaries to pay it dividends or make loans and
advances to it. If these restrictions are applied to subsidiaries that are not
Subsidiary Guarantors, then the Company would not be able to use the earnings of
those subsidiaries to make payments on the notes. Furthermore, under certain
circumstances, bankruptcy "fraudulent conveyance" laws or other similar laws
could invalidate the Subsidiary Guaranties. If this were to occur, the Company
would also be unable to use the earnings of these Subsidiary Guarantors to the
extent they face restrictions on distributing funds to the Company. Any of the
situations described above could make it more difficult for the Company to
service its debt.

     In addition, the Company has only a stockholder's claim on the assets of
its subsidiaries. This stockholder's claim is junior to the claims that
creditors of the Company's subsidiaries have against those subsidiaries. Holders
of the notes will be creditors only of the Company and of those subsidiaries
that are Subsidiary Guarantors. In the case of subsidiaries that are not
Subsidiary Guarantors, all the existing and future liabilities of such
subsidiaries, including any claims of trade creditors and preferred
stockholders, will be effectively senior to the notes. In addition, while the
Company's foreign subsidiaries will not guarantee the notes or borrowings by the
Company under the Senior Credit Facility, certain foreign subsidiaries will
guarantee any amounts that are borrowed by other foreign subsidiaries under the
Senior Credit Facility, and the claims of the lenders under the Senior Credit
Facility under such guaranties will be effectively senior to the notes.

     The total balance sheet liabilities of the Subsidiary Guarantors and the
Company's other subsidiaries, after giving effect to the amended and restated
senior credit facility, as of July 31, 2002, excluding unused commitments made
by lenders, would have been as follows:

   .  $107.6 million--approximate total balance sheet liabilities of the
      Subsidiary Guarantors
   .  $228.0 million--approximate total balance sheet liabilities of our other
      subsidiaries (none of which will guarantee the notes)

     The indenture contains limitations on the amount of additional Debt that
the Company and the Restricted Subsidiaries may Incur. However, the amounts of
such Debt could nevertheless be substantial and may be Incurred either by
Subsidiary Guarantors or by the Company's other subsidiaries. In addition, as an
unrestricted subsidiary,

                                      -69-

Soterra, one of the Subsidiary Guarantors, is not subject to the restrictive
covenants in the indenture. See "Risk Factors--Risk Factors Related to
Investment in the Notes--The subsidiary that conducts our timber operations in
the United States is an unrestricted subsidiary."

     The notes are unsecured obligations of the Company and the Subsidiary
Guarantors. Secured Debt of the Company and the Subsidiary Guarantors will be
effectively senior to the notes to the extent of the value of the assets
securing such Debt. As of July 31, 2002, on a proforma basis, after giving
effect to the amended and restated senior credit facility, the outstanding
secured Debt of the Company and the Subsidiary Guarantors (excluding Senior
Debt) would have been $403.5 million.

     The Company may not pay principal of, or premium, if any, interest or
Special Interest, if any, on, or any other amounts payable in respect of, the
notes, or make any deposit pursuant to the provisions described under
"--Defeasance", and may not repurchase, redeem or otherwise retire any notes
(collectively, "pay the notes"), if:

          (a) any principal, premium, interest or any other obligation in
     respect of any Senior Debt is not paid within any applicable grace period
     (including at maturity), or

          (b) any other default on Senior Debt occurs and the maturity of such
     Senior Debt is accelerated in accordance with its terms,

unless, in either case,

          (1) the default has been cured or waived and any such acceleration has
     been rescinded, or

          (2) such Senior Debt has been paid in full in cash;

provided, however, that the Company may pay the notes without regard to the
foregoing if the Company and the trustee receive written notice approving such
payment from the Representative of such issue of Senior Debt.

     During the continuance of any default (other than a default described in
clause (a) or (b) above) with respect to any Designated Senior Debt pursuant to
which the maturity thereof may be accelerated immediately without further notice
(except any notice required to effect the acceleration) or the expiration of any
applicable grace period, the Company may not pay the notes for a period (a
"Payment Blockage Period") commencing upon the receipt by the Company and the
trustee of written notice of such default from the Representative of the holders
of such Designated Senior Debt specifying an election to effect a Payment
Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter
(unless such Payment Blockage Period is earlier terminated

          (a) by written notice to the trustee and the Company from the
     Representative that gave such Payment Blockage Notice,

          (b) because such default is no longer continuing, or

          (c) because such Designated Senior Debt has been repaid in full in
     cash).

Unless the holders of such Designated Senior Debt or the Representative of such
holders have accelerated the maturity of such Designated Senior Debt and not
rescinded such acceleration, the Company may (unless otherwise prohibited as
described in the first sentence of this paragraph) resume payments on the notes
after the end of such Payment Blockage Period.

     Not more than one Payment Blockage Notice with respect to all issues of
Designated Senior Debt may be given in any consecutive 360-day period,
irrespective of the number of defaults with respect to one or more issues of
Designated Senior Debt during such period.

     Upon any payment or distribution of the assets of the Company upon a total
or partial liquidation, dissolution or winding up of the Company or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its Property:

                                      -70-

          (a) the holders of Senior Debt will be entitled to receive payment in
     full in cash before the holders of the notes are entitled to receive any
     payment of principal of or interest on, or any other amount payable in
     respect of, the notes, except that holders of notes may receive and retain
     Permitted Junior Securities; and

          (b) until the Senior Debt is paid in full in cash, any distribution to
     which holders of the notes would be entitled but for the subordination
     provisions of the indenture will be made to holders of the Senior Debt. If
     a payment or distribution is made to holders of notes that, due to the
     subordination provisions, should not have been made to them, the trustee or
     such holders are required to hold it in trust for the holders of Senior
     Debt and pay it over to them as their interests may appear.

     If payment of the notes is accelerated when any Designated Senior Debt is
outstanding, the Company may not pay the notes until three business days after
the Representatives of all issues of Designated Senior Debt receive notice of
such acceleration and, thereafter, may pay the notes only if the indenture
otherwise permits payment at that time.

     The Subsidiary Guaranty of each Subsidiary Guarantor will be subordinated
to Senior Debt of such Subsidiary Guarantor to the same extent and in the same
manner as the notes are subordinated to Senior Debt of the Company.

     Because of the indenture's subordination provisions, holders of Senior Debt
and other creditors (including trade creditors) of the Company or the Subsidiary
Guarantors may recover disproportionately more than the holders of the notes
recover in a bankruptcy or similar proceeding relating to the Company or a
Subsidiary Guarantor. This could apply even if the notes or the applicable
Subsidiary Guaranty ranked evenly ("pari passu") with the other creditors'
claims. In such a case, there may be insufficient assets, or no assets,
remaining to pay the principal of or interest on the notes.

     Payment from the money or the proceeds of U.S. Government Obligations held
in any defeasance trust pursuant to the provisions described under
"--Defeasance" will not be subject to the subordination provisions described
above.

     See "Risk Factors--Risk Factors Related to Investment in the Notes--The
notes and guarantees will rank behind all of our guarantors' existing and future
senior indebtedness. There may not be sufficient assets to make full payment on
the notes after all senior indebtedness is paid," "--Not all of our subsidiaries
will guarantee the notes, and assets of our non-guarantor subsidiaries may not
be available to make payments on the notes," "--A court may void the guarantees
of the notes or subordinate the guarantees to other obligations of our
subsidiary guarantors" and "Description of Senior Credit Facility."

Subsidiary Guaranties

     The obligations of the Company under the indenture, including the
repurchase obligation resulting from a Change of Control, will be fully and
unconditionally guaranteed, jointly and severally, on a senior subordinated,
unsecured basis, by all existing and any future Domestic Restricted Subsidiaries
of the Company, excluding any Special Purpose Vehicle, and by Soterra, the
subsidiary that owns the Company's United States timber operations, which will
be an Unrestricted Subsidiary.

     While the Subsidiary Guarantors currently generate a significant portion of
the Company's revenue, the Company's non-guarantor Subsidiaries (principally its
foreign subsidiaries) also represent a significant portion of the Company's
assets and make significant contributions to the Company's consolidated results.
As of and for the 12-month period ended July 31, 2002, on a pro forma basis
after giving effect to the amended and restated senior credit facility, the
subsidiaries of the Company that were not Subsidiary Guarantors represented
approximately 38% of the assets and generated approximately 47% of the net sales
of the Company, respectively, on a consolidated basis. See Note 16 of Notes to
Consolidated Financial Statements and Note 14 of Notes to Consolidated Interim
Financial Statements included in this prospectus. In addition, Soterra LLC is an
Unrestricted Subsidiary under the indenture and therefore will not be subject to
the covenants contained therein. See "Risk Factors--Risk Factors Related to
Investment in the Notes--The subsidiary that conducts our timber operations in
the United States is an unrestricted subsidiary."

                                      -71-

      If (a) the Company sells or otherwise disposes of either:

             (1)  its entire ownership interest in a Subsidiary Guarantor, or

             (2)  all or substantially all the Property of a Subsidiary
                  Guarantor, or

         (b) a Subsidiary Guarantor sells or otherwise disposes of either:

             (1)  its entire ownership interest in another Subsidiary Guarantor,
                  or

             (2)  all or substantially all the Property of another Subsidiary
                  Guarantor,

in any such case in accordance with the provisions of the indenture, then in any
such case, such Subsidiary Guarantor will be released from all its obligations
under its Subsidiary Guaranty. In addition, if the Company redesignates a
Subsidiary Guarantor as an Unrestricted Subsidiary or exercises either its legal
defeasance option or its covenant defeasance option, which the Company can do
under certain circumstances, the redesignated Subsidiary Guarantor will be
released from all its obligations under its Subsidiary Guaranty. See "--Certain
Covenants--Designation of Restricted and Unrestricted Subsidiaries",
"--Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries",
"--Merger, Consolidation and Sale of Property" and "--Defeasance."

      If any Subsidiary Guarantor makes payments under its Subsidiary Guaranty,
each of the Company and the other Subsidiary Guarantors must contribute their
share of such payments. The Company's and the other Subsidiary Guarantors'
shares of such payment will be computed based on the proportion that the net
worth of the Company or the relevant Subsidiary Guarantor represents relative to
the aggregate net worth of the Company and all the Subsidiary Guarantors
combined.

Optional Redemption

      Except as set forth in the following paragraph, the notes will not be
redeemable at the option of the Company prior to August 1, 2007. Starting on
that date, the Company may redeem all or any portion of the notes, at once or
over time, after giving the required notice under the indenture. The notes may
be redeemed at the redemption prices set forth below, plus accrued and unpaid
interest, if any, to the redemption date (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date). The following prices are for notes redeemed during the
12-month period commencing on August 1 of the years set forth below, and are
expressed as percentages of principal amount:

                                                                Redemption
            Year                                                  Price
            ----                                                  -----
            2007 ........................................        104.438%
            2008 ........................................        102.958%
            2009 ........................................        101.479%
            2010 and thereafter .........................        100.000%

      In addition, at any time prior to August 1, 2007, the Company may choose
to redeem all or any portion of the notes, after giving the required notice
under the indenture, at a redemption price equal to the greater of:

         (a) 100% of the principal amount of the notes to be redeemed, and

         (b) the sum of the present values of (1) the redemption price of the
      notes to be redeemed at August 1, 2007 (as set forth in the prior
      paragraph), and (2) the remaining scheduled payments of interest from the
      redemption date to August 1, 2007, but excluding accrued and unpaid
      interest to the redemption date, discounted to the date of redemption on a
      semi-annual basis (assuming a 360-day year consisting of twelve 30-day
      months) at the Treasury Rate plus 50 basis points,

                                      -72-

plus, in either case, accrued and unpaid interest, including Special Interest,
if any, to the redemption date (subject to the right of holders of record on the
relevant record date to receive interest due on the relevant interest payment
date).

      Any notice to holders of notes of such a redemption needs to include the
appropriate calculation of the redemption price, but does not need to include
the redemption price itself. The actual redemption price, calculated as
described above, must be set forth in an Officers' Certificate delivered to the
trustee no later than two business days prior to the redemption date (unless
clause (b) of the definition of "Comparable Treasury Price" is applicable, in
which case such Officer's Certificate will be delivered on the redemption date).

      At any time and from time to time, prior to August 1, 2005, the Company
may redeem up to a maximum of 35% of the original aggregate principal amount of
the notes (including any additional notes) that have been issued on or after the
Issue Date with the proceeds of one or more Public Equity Offerings, at a
redemption price equal to 108.875% of the principal amount thereof, plus accrued
and unpaid interest, including Special Interest, if any, to the redemption date
(subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however,
that after giving effect to any such redemption, at least 65% of the original
aggregate principal amount of the notes (including any additional notes) that
have been issued on or after the Issue Date remains outstanding. Any such
redemption shall be made within 90 days of such Public Equity Offering upon not
less than 30 nor more than 60 days' prior notice.

      Any notice required to be given in connection with an optional redemption
shall be given in accordance with the provisions set forth under "--Notices".

Sinking Fund

      There will be no mandatory sinking fund payments for the notes.

Repurchase at the Option of Holders Upon a Change of Control

      Upon the occurrence of a Change of Control, each holder of notes shall
have the right to require the Company to repurchase all or any part of such
holder's notes pursuant to the offer described below (the "Change of Control
Offer") at a purchase price (the "Change of Control Purchase Price") equal to
101% of the principal amount thereof, plus accrued and unpaid interest,
including Special Interest, if any, to the purchase date (subject to the right
of holders of record on the relevant record date to receive interest due on the
relevant interest payment date).

      Within 30 days following any Change of Control, the Company shall:

            (a)  cause a notice of the Change of Control Offer to be sent at
      least once to the Dow Jones News Service or similar business news service
      in the United States, and

            (b)  send, by first-class mail, with a copy to the trustee, to each
      holder of notes, at such holder's address appearing in the security
      register for the notes, a notice stating:

                 (1) that a Change of Control has occurred and a Change of
            Control Offer is being made pursuant to the covenant entitled
            "Repurchase at the Option of Holders Upon a Change of Control" and
            that all notes timely tendered will be accepted for payment;

                 (2) the Change of Control Purchase Price and the purchase
            date, which shall be, subject to any contrary requirements of
            applicable law, a business day no earlier than 30 days nor later
            than 60 days from the date such notice is mailed;

                 (3) the circumstances and relevant facts regarding the Change
            of Control (including information with respect to pro forma
            historical income, cash flow and capitalization after giving effect
            to the Change of Control); and

                                      -73-

               (4)  the procedures that holders of notes must follow in order
            to tender their notes (or portions thereof) for payment, and the
            procedures that holders of notes must follow in order to withdraw an
            election to tender notes (or portions thereof) for payment.

      The Company will comply, to the extent applicable, with the requirements
of Section 14(e) of the Exchange Act and any other securities laws or
regulations in connection with the repurchase of notes pursuant to a Change of
Control Offer. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of the covenant described hereunder,
the Company will comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under the covenant described
hereunder by virtue of such compliance.

      We will not be required to make a Change of Control Offer following a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements of the
indenture and purchases all notes validly tendered and not withdrawn or if the
Company has exercised its option to redeem all the notes pursuant to the
provisions described under "--Optional Redemption."

      The Change of Control repurchase feature is a result of negotiations
between the Company and the initial purchasers. Management has no present
intention to engage in a transaction involving a Change of Control, although it
is possible that the Company would decide to do so in the future. Subject to
certain covenants described below, the Company could, in the future, enter into
certain transactions, including acquisitions, refinancings or other
recapitalizations, that would not constitute a Change of Control under the
indenture, but that could increase the amount of debt outstanding at such time
or otherwise affect the Company's capital structure or credit ratings.

      The definition of Change of Control includes a phrase relating to the
sale, transfer, assignment, lease, conveyance or other disposition of "all or
substantially all" the Company's assets. Although there is a developing body of
case law interpreting the phrase "substantially all," there is no precise
established definition of the phrase under applicable law. Accordingly, if the
Company disposes of less than all its assets by any of the means described
above, the ability of a holder of notes to require the Company to repurchase its
notes may be uncertain. In such a case, holders of the notes may not be able to
resolve this uncertainty without resorting to legal action.

      The Senior Credit Facility will prohibit the Company from purchasing any
notes at any time before the notes become due and payable or are otherwise
required to be repaid or repurchased under the terms of the indenture. The
Senior Credit Facility will also provide that the occurrence of a Change of
Control would constitute a default under the Senior Credit Facility. Thus, the
Company will, in effect, be unable to repurchase the notes upon a Change of
Control unless the lenders under the Senior Credit Facility waive the resulting
default thereunder. Other future debt of the Company may contain prohibitions of
certain events which would constitute a Change of Control or require such debt
to be repurchased upon a Change of Control. To the extent other debt of the
Company is both subject to similar repurchase obligations in the event of a
Change of Control and ranks senior in right of payment to the notes, all
available funds will first be expended for the repurchase of such debt.
Moreover, the exercise by holders of notes of their right to require the Company
to repurchase such notes could cause a default under existing or future debt of
the Company, even if the Change of Control itself does not, due to the financial
effect of such repurchase on the Company. Finally, the Company's ability to pay
cash to holders of notes upon a repurchase may be limited by the Company's then
existing financial resources. There can be no assurance that sufficient funds
will be available when necessary to make any required repurchases. The Company's
failure to purchase notes in connection with a Change of Control would result in
a default under the indenture. Such a default would, in turn, constitute a
default under existing debt of the Company, and may constitute a default under
future debt as well. If such debt constitutes Designated Senior Debt, the
subordination provisions in the indenture would likely restrict payment to
holders of notes. The Company's obligation to make an offer to repurchase the
notes as a result of a Change of Control may be waived or modified at any time
prior to the occurrence of such Change of Control with the written consent of
the holders of a majority in principal amount of the notes. See "--Amendments
and Waivers."

      Any notice required to be given in connection with an optional redemption
shall be given in accordance with the provisions set forth under "--Notices".

                                      -74-

Certain Covenants

      Limitation on Debt. The Company shall not, and shall not permit any
Restricted Subsidiary to, Incur, directly or indirectly, any Debt unless, after
giving effect to the application of the proceeds thereof, no Default or Event of
Default would occur as a consequence of such Incurrence or be continuing
following such Incurrence and either:

            (1) after giving effect to the Incurrence of such Debt and the
      application of the proceeds thereof, the Consolidated Interest Coverage
      Ratio would be greater than 2.00 to 1.00 (in which case such Debt may be
      incurred by the Company or any Restricted Subsidiary that is a Subsidiary
      Guarantor, but not by a Restricted Subsidiary that is not a Subsidiary
      Guarantor), or

            (2) such Debt is Permitted Debt.

      No Debt Incurred pursuant to the test in clause (1) of the preceding
paragraph shall reduce the amount of Debt that may be incurred pursuant to any
clause of the definition of Permitted Debt (including, without limitation, Debt
under the Senior Credit Facility pursuant to clause (b) of the definition of
Permitted Debt below).

      The term "Permitted Debt" is defined to include the following:

            (a) (i) Debt of the Company evidenced by the notes we are issuing in
      this offering and the Exchange Notes issued in exchange for those notes in
      exchange for any additional notes and (ii) Debt of Subsidiary Guarantors
      evidenced by Subsidiary Guaranties relating to the notes;

            (b) Debt of the Company or a Restricted Subsidiary under the Credit
      Facilities or a Qualified Securitization Transaction, provided that the
      aggregate principal amount of all such Debt under the Credit Facilities or
      a Qualified Securitization Transaction at any one time outstanding shall
      not exceed the greater of (i) $550.0 million, which amount shall be
      permanently reduced by the amount of Net Available Cash used to Repay Debt
      under the Credit Facilities and not subsequently reinvested in Additional
      Assets or used to purchase notes or Repay other Debt, pursuant to the
      covenant described under "--Limitation on Asset Sales" or (ii) the sum of
      (A) 80% of the book value of the accounts receivable of the Company and
      its Restricted Subsidiaries, plus (B) 50% of the book value of the
      inventory of the Company and its Restricted Subsidiaries, in each case
      determined on a consolidated basis;

            (c) Debt of the Company or a Restricted Subsidiary in respect of
      Capital Lease Obligations and Purchase Money Debt, provided that:

                (1)  the aggregate principal amount of such Debt does not
            exceed the Fair Market Value (on the date of the Incurrence thereof)
            of the Property acquired, constructed or leased, and

                (2)  the aggregate principal amount of all Debt Incurred and
            then outstanding pursuant to this clause (c) (together with all
            Permitted Refinancing Debt Incurred and then outstanding in respect
            of Debt previously Incurred pursuant to this clause (c)) does not
            exceed 5% of the Company's Consolidated Net Tangible Assets;

            (d) Debt of the Company owing to and held by any Restricted
      Subsidiary and Debt of a Restricted Subsidiary owing to and held by the
      Company or any Restricted Subsidiary; provided, however, that any
      subsequent issue or transfer of Capital Stock or other event that results
      in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or
      any subsequent transfer of any such Debt (except to the Company or a
      Restricted Subsidiary) shall be deemed, in each case, to constitute the
      Incurrence of such Debt by the issuer thereof;

            (e) Debt of a Restricted Subsidiary outstanding on the date on which
      such Restricted Subsidiary was acquired by the Company or otherwise became
      a Restricted Subsidiary (other than Debt Incurred as consideration in, or
      to provide all or any portion of the funds or credit support utilized to
      consummate, the transaction or series of transactions pursuant to which
      such Restricted Subsidiary became a Subsidiary of the

                                      -75-

      Company or was otherwise acquired by the Company), provided that at the
      time such Restricted Subsidiary was acquired by the Company or
      otherwise became a Restricted Subsidiary and after giving effect to the
      Incurrence of such Debt, the Company would have been able to Incur $1.00
      of additional Debt pursuant to clause (1) of the first paragraph of this
      covenant;

            (f) Debt under Interest Rate Agreements entered into by the Company
      or a Restricted Subsidiary for the purpose of limiting, or otherwise
      managing, interest rate risk and not for speculative purposes, provided
      that the obligations under such agreements are directly related to payment
      obligations on Debt otherwise permitted by the terms of this covenant;

            (g) Debt under Currency Exchange Protection Agreements entered into
      by the Company or a Restricted Subsidiary for the purpose of limiting
      currency exchange rate risks directly related to transactions entered into
      by the Company or such Restricted Subsidiary and not for speculative
      purposes;

            (h) Debt under Commodity Price Protection Agreements entered into by
      the Company or a Restricted Subsidiary for the purpose of limiting risk in
      connection with certain commodity transactions of the Company or such
      Restricted Subsidiary and not for speculative purposes;

            (i) Debt in connection with one or more standby letters of credit or
      performance or surety bonds or completion guaranties issued by the Company
      or a Restricted Subsidiary in the ordinary course of business or pursuant
      to self-insurance obligations, workmen's compensation and similar
      arrangements and not in connection with the borrowing of money or the
      obtaining of advances or credit;

            (j) Debt of the Company or any Restricted Subsidiary in an aggregate
      principal amount outstanding at any one time not to exceed $40.0 million,
      provided that of that amount not more than $25.0 million may be Incurred
      by Restricted Subsidiaries that are not Subsidiary Guarantors;

            (k) Debt arising from agreements of the Company or a Restricted
      Subsidiary of the Company providing for indemnification, adjustment of
      purchase price, earn-out or other similar obligations, in each case,
      Incurred or assumed in connection with the disposition of any business,
      assets or a Subsidiary of the Company;

            (l) Guarantees by the Company or any of its Restricted Subsidiaries
      of Debt of the Company or any Restricted Subsidiary otherwise permitted to
      be Incurred under the provisions of this covenant;

            (m) Debt consisting of take-or-pay obligations contained in supply
      agreements entered into by the Company or its Restricted Subsidiaries in
      the ordinary course of business;

            (n) Preferred Stock of Restricted Subsidiaries issued to the Company
      or any of its Restricted Subsidiaries;

            (o) Debt outstanding on the Issue Date not otherwise described in
      clauses (a) through (o) above; and

            (p) Permitted Refinancing Debt Incurred in of Debt Incurred pursuant
      to clause (1) of the first paragraph of this covenant and clauses (a),
      (c), (e), (j) and (o) above.

         For purposes of determining compliance with this covenant, in the event
that an item of Debt meets the criteria of more than one of the categories of
Permitted Debt described in clauses (a) through (q) above or is entitled to be
incurred pursuant to clause (1) of the first paragraph of this covenant, the
Company shall, in its sole discretion, classify such item of Debt on the date of
its Incurrence, or later reclassify all or a portion of such item of Debt, in
any manner that complies with this covenant and such item of Debt will be
treated as having been incurred pursuant to one or more of such clauses or
pursuant to clause (1) of the first paragraph of this covenant.

      For purposes of determining compliance with any U.S. dollar-denominated
restriction or amount, the U.S. dollar-equivalent principal amount thereof
denominated in a foreign currency shall be calculated based on the relevant
currency exchange rate in effect on the date the Debt or other transaction was
incurred or entered into, or

                                      -76-

first committed, in the case of revolving credit Debt; provided that if any
Permitted Refinancing Debt is incurred to refinance Debt denominated in a
foreign currency, and such refinancing would cause the applicable U.S.
dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such U.S.
dollar-denominated restriction shall be deemed not to have been exceeded so long
as the principal amount of such Permitted Refinancing Debt does not exceed the
principal amount of such Debt being refinanced. Notwithstanding any other
provision in the indenture, no restriction or amount shall be deemed to be
exceeded solely as a result of fluctuations in the exchange rate of currencies.

     Limitation on Restricted Payments. The Company shall not make, and shall
not permit any Restricted Subsidiary to make, directly or indirectly, any
Restricted Payment if at the time of, and after giving effect to, such proposed
Restricted Payment,

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

          (b)  the Company could not Incur at least $1.00 of additional Debt
     pursuant to clause (1) of the first paragraph of the covenant described
     under "--Limitation on Debt" or

          (c)  the aggregate amount of such Restricted Payment and all other
     Restricted Payments declared or made since the Issue Date (the amount of
     any Restricted Payment, if made other than in cash, to be based upon Fair
     Market Value) would exceed an amount equal to the sum of:

               (1)  50% of the aggregate amount of Consolidated Net Income
          accrued during the period (treated as one accounting period) from the
          beginning of the fiscal quarter ending July 31, 2002 to the end of the
          most recent fiscal quarter ending at least 45 days prior to the date
          of such Restricted Payment (or if the aggregate amount of Consolidated
          Net Income for such period shall be a deficit, minus 100% of such
          deficit), plus

               (2)  100% of the Capital Stock Sale Proceeds, plus

               (3)  the sum of:

                      (A)  the aggregate net cash proceeds received by the
               Company or any Restricted Subsidiary from the issuance or sale
               after the Issue Date of convertible or exchangeable Debt that has
               been converted into or exchanged for Capital Stock (other than
               Disqualified Stock) of the Company, and

                      (B)  the aggregate amount by which Debt (other than
               Subordinated Obligations) of the Company or any Restricted
               Subsidiary is reduced on the Company's consolidated balance sheet
               on or after the Issue Date upon the conversion or exchange of any
               Debt issued or sold on or prior to the Issue Date that is
               convertible or exchangeable for Capital Stock (other than
               Disqualified Stock) of the Company,

          excluding, in the case of clause (A) or (B):

                      (x)  any such Debt issued or sold to the Company or a
               Subsidiary of the Company or an employee stock ownership plan or
               trust established by the Company or any such Subsidiary for the
               benefit of their employees, and

                      (y)  the aggregate amount of any cash or other Property
               distributed by the Company or any Restricted Subsidiary upon any
               such conversion or exchange,

          plus

               (4)  an amount equal to the sum of:

                                      -77-

                    (A) the net reduction in Investments in any Person other
                than the Company or a Restricted Subsidiary resulting from
                dividends, repayments of loans or advances or other transfers of
                Property, in each case to the Company or any Restricted
                Subsidiary from such Person,

                    (B) the portion (proportionate to the Company's equity
                interest in such Unrestricted Subsidiary) of the Fair Market
                Value of the net assets of an Unrestricted Subsidiary at the
                time such Unrestricted Subsidiary is designated a Restricted
                Subsidiary; provided, however, that the foregoing sum shall not
                exceed, in the case of any Person, the amount of Investments
                previously made (and treated as a Restricted Payment) by the
                Company or any Restricted Subsidiary in such Person,

                    (C) without duplication of any amounts included in clause
                (2) above, 100% of the Fair Market Value of the net proceeds of
                any contribution to the common equity capital of the Company
                received by the Company from a holder of the Company's Capital
                Stock (excluding any Capital Stock Sale Proceeds to the extent
                used to redeem the notes) subsequent to the Issue Date,

                    (D) to the extent that any Investment (other than a
                Permitted Investment) that was made after the Issue Date is sold
                for cash or otherwise liquidated or repaid for cash, the lesser
                of (i) the cash return of capital with respect to such
                Investment (less the cost of disposition, if any) and (ii) the
                initial amount of such Investment, and

                    (E) $10.0 million.

          Notwithstanding the foregoing limitation, the Company may:

               (a) make Restricted Payments as described in clauses (a) and (b)
          of the definition of Restricted Payment in an aggregate amount of up
          to $25.0 million in any fiscal year; provided, however, that at the
          time of such Restricted Payment, no Event of Default under clauses
          (1), (2) or (7) under "Events of Default" shall have occurred and be
          continuing, and provided further, however, that such Restricted
          Payments paid pursuant to this clause (a) shall be included in the
          calculation of the amount of Restricted Payments pursuant to clause
          (c) above;

               (b) pay dividends on its Class A Common Stock of up to the lesser
          of (1) $0.01 per share of Class A Common Stock for each of four
          consecutive fiscal quarters and (2) $250,000 for each consecutive
          fiscal quarter provided, however, that such dividends paid pursuant to
          this clause (b) shall be included in the calculation of the amount of
          Restricted Payments pursuant to clause (c) above;

               (c) pay dividends on its Capital Stock within 60 days of the
          declaration thereof if, on said declaration date, such dividends could
          have been paid in compliance with the indenture; provided, however,
          that such dividends paid pursuant to this clause (c) shall be included
          in the calculation of the amount of Restricted Payments pursuant to
          clause (c) above;

               (d) purchase, repurchase, redeem, legally defease, acquire or
          retire for value Capital Stock of the Company or Subordinated
          Obligations in exchange for, or out of the proceeds of the
          substantially concurrent sale of, Capital Stock of the Company (other
          than Disqualified Stock and other than Capital Stock issued or sold to
          a Subsidiary of the Company or an employee stock ownership plan or
          trust established by the Company or any such Subsidiary for the
          benefit of their employees); provided, however, that

                    (1) such purchase, repurchase, redemption, legal defeasance,
                acquisition or retirement shall be excluded in the calculation
                of the amount of Restricted Payments and

                    (2) the Capital Stock Sale Proceeds from such exchange or
                sale shall be excluded from the calculation pursuant to clause
                (c)(2) above; and

                                      -78-

               (e) purchase, repurchase, redeem, legally defease, acquire or
          retire for value any Subordinated Obligations in exchange for, or out
          of the proceeds of the substantially concurrent sale of, Permitted
          Refinancing Debt; provided, however, that such purchase, repurchase,
          redemption, legal defeasance, acquisition or retirement shall be
          excluded in the calculation of the amount of Restricted Payments;

               (f) repurchase shares of, or options to purchase shares of,
          common stock of the Company or any of its Subsidiaries from current or
          former officers, directors or employees of the Company or any of its
          Subsidiaries (or permitted transferees of such current or former
          officers, directors or employees), pursuant to the terms of agreements
          (including employment agreements, management agreements and employee
          stock options or restricted stock agreements) or plans (or amendments
          thereto) approved by the Board of Directors under which such
          individuals purchase or sell, or are granted the option to purchase or
          sell, shares of such common stock; provided, however, that:

                     (1) the aggregate amount of such repurchases shall not
               exceed $2.5 million in any calendar year and

                     (2) at the time of such repurchase, no Default or Event of
               Default shall have occurred and be continuing (or result
               therefrom);

          provided further, however, that such repurchases shall be included in
          the calculation of the amount of Restricted Payments pursuant to
          clause (c);

               (g)  acquire its Capital Stock in connection with the exercise of
          stock options and stock appreciation rights by way of cashless
          exercise; and

               (h)  distribute the Capital Stock of any Unrestricted Subsidiary
          to the Company's shareholders as dividends or other distributions.

     Limitation on Liens. The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, Incur or suffer to exist, any
Lien (other than Permitted Liens or Liens securing Senior Debt) upon any of its
Property (including Capital Stock of a Restricted Subsidiary), whether owned at
the Issue Date or thereafter acquired, or any interest therein or any income or
profits therefrom, unless:

          (a)  if such Lien secures Senior Subordinated Debt, the notes or the
     applicable Subsidiary Guaranty are secured on an equal and ratable basis
     with such Debt and

          (b)  if such Lien secures Subordinated Obligations, such Lien shall be
     subordinated to a Lien securing the notes or the applicable Subsidiary
     Guaranty in the same Property as that securing such Lien to the same extent
     as such Subordinated Obligations are subordinated to the notes and the
     Subsidiary Guaranties.

      Limitation on Issuance or Sale of Capital Stock of Restricted
Subsidiaries. The Company shall not:

          (a)  sell, or otherwise dispose of any shares of Capital Stock of a
     Restricted Subsidiary, or

          (b)  permit any Restricted Subsidiary to, directly or indirectly,
     issue or sell or otherwise dispose of any shares of its Capital Stock,

other than, in the case of either (a) or (b):

          (1)  directors' qualifying shares, and shares issued to non-U.S.
     persons required by applicable law,

          (2)  pledges of Capital Stock of Subsidiaries of the Company that
     constitute Permitted Liens or Liens securing Senior Debt,

                                      -79-

          (3) to the Company or a Wholly Owned Restricted Subsidiary, or

          (4) a disposition of 100% of the shares of Capital Stock of such
     Restricted Subsidiary; provided, however, that, in the case of this clause
     (4),

               (A) such disposition is effected in compliance with the covenant
          described under "--Limitation on Asset Sales", and

               (B) upon consummation of such disposition and execution and
          delivery of a supplemental indenture in form satisfactory to the
          trustee, such Restricted Subsidiary shall be released from any
          Subsidiary Guaranty previously made by such Restricted Subsidiary, or

          (5) issuances of Capital Stock of a Restricted Subsidiary if,
     immediately after giving effect thereto, (i) neither the Company nor any
     Restricted Subsidiary owns any Capital Stock of such Restricted Subsidiary
     or (ii) such Restricted Subsidiary would no longer be a Restricted
     Subsidiary and any Investment in such Person remaining after giving effect
     thereto would have been permitted and shall be deemed to have been made
     under the covenant captioned "Limitation on Restricted Payments" if made on
     the date of such issuance provided, however, that, in the case of this
     clause (5),

               (A) if applicable, such disposition is effected in compliance
          with the covenant described under "--Limitation on Asset Sales", and

               (B) upon consummation of such disposition and execution and
          delivery of a supplemental indenture, such Restricted Subsidiary shall
          be released from any Subsidiary Guaranty previously made by such
          Restricted Subsidiary.

     Limitation on Asset Sales. The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale
unless:

          (a)  the Company or such Restricted Subsidiary receives consideration
     at the time of such Asset Sale at least equal to the Fair Market Value of
     the Property subject to such Asset Sale;

          (b)  at least 75% of the consideration paid to the Company or such
     Restricted Subsidiary in connection with such Asset Sale is in the form of
     cash or Cash Equivalents or the assumption by the purchaser of liabilities
     of the Company or any Restricted Subsidiary (other than liabilities that
     are by their terms subordinated to the notes or the applicable Subsidiary
     Guaranty) as a result of which the Company and the Restricted Subsidiaries
     are no longer obligated with respect to such liabilities; and

          (c)  if the Fair Market Value of the Property is greater than
     $2,500,000, the Company delivers an Officers' Certificate to the trustee
     certifying that such Asset Sale complies with the foregoing clauses (a) and
     (b).

     Notwithstanding the foregoing, clauses (a), (b) and (c) above shall not
apply to a split-off or spin-off of any Unrestricted Subsidiary by the Company
or a Restricted Subsidiary.

     The Net Available Cash (or any portion thereof) from Asset Sales may be
applied by the Company or a Restricted Subsidiary, to the extent the Company or
such Restricted Subsidiary elects (or is required by the terms of any Debt):

          (a)  to Repay Senior Debt of the Company or any Subsidiary Guarantor
     (including Debt under the Senior Credit Facility) or Debt of any Restricted
     Subsidiary that is not a Subsidiary Guarantor (excluding, in any such case,
     any Debt owed to the Company or an Affiliate of the Company); or

                                      -80-

          (b) to reinvest in Additional Assets (including by means of an
     Investment in Additional Assets by a Restricted Subsidiary with Net
     Available Cash received by the Company or another Restricted Subsidiary).

     Any Net Available Cash from an Asset Sale not applied in accordance with
the preceding paragraph within 360 days from the date of the receipt of such Net
Available Cash or that is not segregated from the general funds of the Company
for investment in identified Additional Assets in respect of a project that
shall have been commenced, and for which binding contractual commitments have
been entered into, prior to the end of such 360-day period and that shall not
have been completed or abandoned shall constitute "Excess Proceeds"; provided,
however, that the amount of any Net Available Cash that ceases to be so
segregated as contemplated above and any Net Available Cash that is segregated
in respect of a project that is abandoned or completed shall also constitute
"Excess Proceeds" at the time any such Net Available Cash ceases to be so
segregated or at the time the relevant project is so abandoned or completed, as
applicable; provided further, however, that the amount of any Net Available Cash
that continues to be segregated for investment and that is not actually
reinvested within twenty-four months from the date of the receipt of such Net
Available Cash shall also constitute "Excess Proceeds." Notwithstanding the
foregoing provision, the Company and its Restricted Subsidiaries will not be
required to apply any Net Available Cash in accordance with this covenant except
to the extent that the aggregate Net Available Cash from all Asset Sales in each
fiscal year that are not applied in accordance with this covenant exceeds $5.0
million.

     When the aggregate amount of Excess Proceeds exceeds $15.0 million (taking
into account income earned on such Excess Proceeds, if any), the Company will be
required to make an offer to purchase (the "Prepayment Offer") the notes,
together with any other Debt that ranks pari passu in right of payment with the
notes (so long as such payment is permitted by the terms of any instrument
evidencing Senior Debt), which offer shall be in the amount of the Allocable
Excess Proceeds, on a pro rata basis according to principal amount, at a
purchase price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the purchase date (subject to the right of holders
of record on the relevant record date to receive interest due on the relevant
interest payment date), in accordance with the procedures (including prorating
in the event of oversubscription) set forth in the indenture. To the extent that
any portion of the amount of Net Available Cash remains after compliance with
the preceding sentence and provided that all holders of notes have been given
the opportunity to tender their notes for purchase in accordance with the
indenture, the Company or such Restricted Subsidiary may use such remaining
amount for any purpose permitted by the indenture and the amount of Excess
Proceeds will be reset to zero.

     The term "Allocable Excess Proceeds" will mean the product of:

          (a)  the Excess Proceeds and

          (b)  a fraction,

                (1) the numerator of which is the aggregate principal amount of
          the notes outstanding on the date of the Prepayment Offer, and

                (2) the denominator of which is the sum of the aggregate
          principal amount of the notes outstanding on the date of the
          Prepayment Offer and the aggregate principal amount of other Debt of
          the Company outstanding on the date of the Prepayment Offer that is
          pari passu in right of payment with the notes and subject to terms and
          conditions in respect of Asset Sales similar in all material respects
          to the covenant described hereunder and requiring the Company to make
          an offer to purchase such Debt at substantially the same time as the
          Prepayment Offer.

     Within five business days after the Company is obligated to make a
Prepayment Offer as described in the preceding paragraph, the Company shall send
a written notice, by first-class mail, to the holders of notes, accompanied by
such information regarding the Company and its Subsidiaries as the Company in
good faith believes will enable such holders to make an informed decision with
respect to such Prepayment Offer. Such notice shall state, among other things,
the purchase price and the purchase date, which shall be, subject to any
contrary requirements of applicable law, a business day no earlier than 30 days
nor later than 60 days from the date such notice is mailed.

                                      -81-

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

     Limitation on Restrictions on Distributions from Restricted Subsidiaries.
The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, create or otherwise cause or suffer to exist any
consensual restriction on the right of any Restricted Subsidiary to:

          (a) pay dividends, in cash or otherwise, or make any other
     distributions on or in respect of its Capital Stock, or pay any Debt or
     other obligation owed, to the Company or any other Restricted Subsidiary,

          (b) make any loans or advances to the Company or any other Restricted
     Subsidiary or

          (c) transfer any of its Property to the Company or any other
     Restricted Subsidiary.

     The foregoing limitations will not apply:

          (1)  with respect to clauses (a), (b) and (c), to restrictions:

               (A) in effect on the Issue Date (including, without limitation,
          restrictions pursuant to the Senior Credit Facility and the
          indenture),

               (B) relating to Debt of a Restricted Subsidiary and existing at
          the time it became a Restricted Subsidiary if such restriction was not
          created in connection with or in anticipation of the transaction or
          series of transactions pursuant to which such Restricted Subsidiary
          became a Restricted Subsidiary or was acquired by the Company, or

               (C) that result from the Refinancing of Debt Incurred pursuant to
          an agreement referred to in clause (1)(A) or (B) above or this clause
          (C) or in clause (2)(A) or (B) below, provided such restriction is no
          less favorable to the holders of notes than those under the agreement
          evidencing the Debt so Refinanced,

               (D) under applicable laws or orders,

               (E) arising in connection with a Qualified Securitization
          Transaction (including limitations set forth in the governing
          documents of a Special Purpose Vehicle),

               (F) that are customary on the transfer of any Property arising
          under a security agreement or similar agreement or instrument
          governing a Lien permitted under the indenture, and

          (2)  with respect to clause (c) only, to restrictions:

               (A) relating to Debt that is permitted to be Incurred and secured
          without also securing the notes or the applicable Subsidiary Guaranty
          pursuant to the covenants described under "--Limitation on Debt" and
          "--Limitation on Liens" that limit the right of the debtor to dispose
          of the Property securing such Debt,

               (B) encumbering Property at the time such Property was acquired
          by the Company or any Restricted Subsidiary, so long as such
          restriction relates solely to the Property so acquired and was not
          created in connection with or in anticipation of such acquisition,

                                      -82-

               (C) resulting from customary provisions restricting subletting or
          assignment of leases or customary provisions in licenses or other
          agreements that restrict assignment of such agreements, Property or
          rights thereunder,

               (D) that constitute customary restrictions contained in sale
          agreements limiting the transfer of Capital Stock or Property pending
          the closing of such sale,

               (E) that constitute customary restrictions contained in joint
          venture agreements entered into in the ordinary course of business and
          in good faith, or

               (F) existing by virtue of any transfer of, agreement to transfer,
          option or right with respect to, or Lien on, any Property of the
          Company or any Restricted Subsidiary not otherwise prohibited by the
          indenture.

     Nothing contained in this covenant shall prevent the Company or any
Restricted Subsidiary from (1) Incurring or assuming any Lien otherwise
permitted by the indenture, or (2) restricting the sale or other disposition of
Property of the Company or any of its Restricted Subsidiaries that secure Debt
of the Company or any of its Restricted Subsidiaries.

     Limitation on Transactions with Affiliates. The Company shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly, conduct
any business or enter into or suffer to exist any transaction or series of
transactions (including the purchase, sale, transfer, assignment, lease,
conveyance or exchange of any Property or the rendering of any service) with, or
for the benefit of, any Affiliate of the Company (an "Affiliate Transaction"),
unless:

          (a)  the terms of such Affiliate Transaction are:

               (1) set forth in writing, and

               (2) no less favorable to the Company or such Restricted
          Subsidiary, as the case may be, than those that could be obtained in a
          comparable arm's-length transaction with a Person that is not an
          Affiliate of the Company,

          (b)  if such Affiliate Transaction involves aggregate payments or
     value in excess of $5.0 million, the Board of Directors (including a
     majority of the disinterested members of the Board of Directors) approves
     such Affiliate Transaction and, in its good faith judgment, believes that
     such Affiliate Transaction complies with clauses (a)(2) of this paragraph
     as evidenced by a Board Resolution promptly delivered to the trustee, and

          (c)  if such Affiliate Transaction involves aggregate payments or
     value in excess of $20.0 million, the Company obtains a written opinion
     from an Independent Financial Advisor to the effect that the consideration
     to be paid or received in connection with such Affiliate Transaction is
     fair, from a financial point of view, to the Company and the Restricted
     Subsidiaries.

     Notwithstanding the foregoing limitation, the Company or any Restricted
Subsidiary may enter into or suffer to exist the following:

          (a)  any transaction or series of transactions between the Company and
     one or more Restricted Subsidiaries or between two or more Restricted
     Subsidiaries in the ordinary course of business;

          (b)  any Restricted Payment permitted to be made pursuant to the
     covenant described under "--Limitation on Restricted Payments" or any
     Permitted Investment;

          (c)  the payment of compensation and fees (including amounts paid
     pursuant to employee benefit plans or other arrangements, whether in cash,
     securities or other property) for the services of officers, directors and
     employees of the Company or any of the Restricted Subsidiaries who are
     Affiliates of the Company, so long

                                      -83-

     as the Board of Directors in good faith shall have approved the terms
     thereof and deemed the services theretofore or thereafter to be performed
     for such compensation to be fair consideration therefor;

          (d)  loans and advances to employees made in the ordinary course of
     business and consistent with the past practices of the Company or such
     Restricted Subsidiary, as the case may be; and

          (e)  agreements in existence on the Issue Date and listed on a
     schedule to the indenture,

          (f)  the disposition or transfer of Soterra or any Unrestricted
     Subsidiary in a transaction that satisfies the applicable requirements
     contained within the covenant below captioned "--Limitation on Asset
     Sales",

          (g)  any payments or other transactions pursuant to any tax-sharing
     agreement between the Company and any other Person approved by the Board of
     Directors with which the Company files a consolidated tax return or with
     which the Company is a part of a consolidated group for tax purposes;

          (h)  the issuance or sale of any Capital Stock of the Company other
     than Disqualified Stock; and

          (i)  any sale, conveyance or other transfer of Receivables and other
     related assets customarily transferred in a Qualified Securitization
     Transaction.

     Limitation on Layered Debt. The Company shall not, and shall not permit any
Restricted Subsidiary that is a Subsidiary Guarantor to, Incur, directly or
indirectly, any Debt that is subordinate or junior in right of payment to any
Senior Debt unless such Debt is Senior Subordinated Debt or is expressly
subordinated in right of payment to Senior Subordinated Debt. In addition, no
Restricted Subsidiary that is a Subsidiary Guarantor shall Guarantee, directly
or indirectly, any Debt of the Company that is subordinate or junior in right of
payment to any Senior Debt unless such Guarantee is expressly subordinate in
right of payment to, or ranks pari passu with, the Subsidiary Guaranty of such
Subsidiary Guarantor.

     Designation of Restricted and Unrestricted Subsidiaries.

     The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation (which would constitute an
Investment in such Subsidiary) would not result in a breach of the covenant
described under "--Limitation on Restricted Payments" or otherwise 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 properly designated
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 the first
paragraph of the "--Restricted Payments" covenant or 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 also may designate any Subsidiary of the Company to
be an Unrestricted Subsidiary if:

          (a)  the Subsidiary to be so designated does not own any Capital Stock
     or Debt of, or own or hold any Lien on any Property of, the Company or any
     other Restricted Subsidiary, and

          (b)  either:

               (1) the Subsidiary to be so designated has total assets of $5,000
          or less, or

               (2) such designation is effective immediately upon such entity
          becoming a Subsidiary of the Company.

                                      -84-

     Unless so designated as an Unrestricted Subsidiary, any Person that becomes
a Subsidiary of the Company will be classified as a Restricted Subsidiary;
provided, however, that such Subsidiary shall not be designated a Restricted
Subsidiary and shall be automatically classified as an Unrestricted Subsidiary
if either of the requirements set forth in clauses (x) and (y) of the
immediately following paragraph will not be satisfied after giving pro forma
effect to such classification or if such Person is a Subsidiary of an
Unrestricted Subsidiary.

     Our Board of Directors may redesignate any Unrestricted Subsidiary to be a
Restricted Subsidiary if, immediately after giving pro forma effect to such
designation,

          (x) the Company could Incur at least $1.00 of additional Debt pursuant
     to clause (1) of the first paragraph of the covenant described under
     "--Limitation on Debt", and

          (y) no Default or Event of Default shall have occurred and be
     continuing or would result therefrom.

     Any such designation or redesignation by the Board of Directors will be
evidenced to the trustee by filing with the trustee a Board Resolution giving
effect to such designation or redesignation and an Officers' Certificate that:

          (a) certifies that such designation or redesignation complies with the
     foregoing provisions, and

          (b) gives the effective date of such designation or redesignation,
     such filing with the trustee to occur within 45 days after the end of the
     fiscal quarter of the Company in which such designation or redesignation is
     made (or, in the case of a designation or redesignation made during the
     last fiscal quarter of the Company's fiscal year, within 90 days after the
     end of such fiscal year).

     Future Subsidiary Guarantors. The Company shall cause (a) each Person that
becomes a Domestic Restricted Subsidiary following the Issue Date to execute and
deliver to the trustee a Subsidiary Guaranty at the time such Person becomes a
Domestic Restricted Subsidiary, excluding any Special Purpose Vehicle, and (b)
any Foreign Restricted Subsidiary that Guarantees any Debt of the Company or of
any Domestic Restricted Subsidiary following the Issue Date to execute and
deliver to the trustee a Subsidiary Guaranty at the time of such guaranty.

     Payments for Consents. The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any holder of
any notes for or as an inducement to any consent, waiver or amendment of any of
the terms or provisions of the indentures or the notes unless such consideration
is offered to be paid or is paid all holders of the notes that consent, waive or
agree to amend in the time frame set forth in the solicitation documents
relating to such consent, waiver or agreement.

Merger, Consolidation and Sale of Property

     The Company shall not merge, consolidate or amalgamate with or into any
other Person (other than a merger of a Wholly Owned Restricted Subsidiary into
the Company) or sell, transfer, assign, lease, convey or otherwise dispose of
all or substantially all its Property in any one transaction or series of
transactions unless:

          (a) the Company shall be the surviving Person (the "Surviving Person")
     or the Surviving Person (if other than the Company) formed by such merger,
     consolidation or amalgamation or to which such sale, transfer, assignment,
     lease, conveyance or disposition is made shall be a corporation organized
     and existing under the laws of the United States of America, any State
     thereof or the District of Columbia;

          (b) the Surviving Person (if other than the Company) expressly
     assumes, by supplemental indenture, executed and delivered to the trustee
     by such Surviving Person, the due and punctual payment of the principal of,
     and premium, if any, and interest on, all the notes, according to their
     tenor, and the due and punctual performance and observance of all the
     covenants and conditions of the indenture to be performed by the Company;

                                      -85-

          (c) in the case of a sale, transfer, assignment, lease, conveyance or
     other disposition of all or substantially all the Property of the Company,
     such Property shall have been transferred as an entirety or virtually as an
     entirety to one Person;

          (d) immediately after giving effect to such transaction or series of
     transactions on a pro forma basis (and treating, for purposes of this
     clause (d) and clauses (e) and (f) below, any Debt that becomes, or is
     anticipated to become, an obligation of the Surviving Person or any
     Restricted Subsidiary as a result of such transaction or series of
     transactions as having been Incurred by the Surviving Person or such
     Restricted Subsidiary at the time of such transaction or series of
     transactions), no Default or Event of Default shall have occurred and be
     continuing;

          (e) immediately after giving effect to such transaction or series of
     transactions on a pro forma basis, the Company or the Surviving Person, as
     the case may be, would be able to Incur at least $1.00 of additional Debt
     under clause (1) of the first paragraph of the covenant described under
     "--Certain Covenants--Limitation on Debt"; and

          (f) the Company shall deliver, or cause to be delivered, to the
     trustee, in form and substance reasonably satisfactory to the trustee, an
     Officers' Certificate and an Opinion of Counsel, each stating that such
     transaction and the supplemental indenture, if any, in respect thereto
     comply with this covenant and that all conditions precedent herein provided
     for relating to such transaction have been satisfied.

     The Company shall not permit any Restricted Subsidiary that is a Subsidiary
Guarantor to merge, consolidate or amalgamate with or into any other Person
(other than a merger of a Wholly Owned Restricted Subsidiary into such
Subsidiary Guarantor) or sell, transfer, assign, lease, convey or otherwise
dispose of all or substantially all its Property in any one transaction or
series of transactions unless:

          (a) in the case of the Subsidiary Guarantor that is a Domestic
     Restricted Subsidiary, the Surviving Person (if not such Subsidiary
     Guarantor) formed by such merger, consolidation or amalgamation or to which
     such sale, transfer, assignment, lease, conveyance or disposition is made
     shall be a corporation organized and existing under the laws of the United
     States of America, any State thereof or the District of Columbia;

          (b) the Surviving Person (if other than such Subsidiary Guarantor)
     expressly assumes, by Subsidiary Guaranty, executed and delivered to the
     trustee by such Surviving Person, the due and punctual performance and
     observance of all the obligations of such Subsidiary Guarantor under its
     Subsidiary Guaranty;

          (c) in the case of a sale, transfer, assignment, lease, conveyance or
     other disposition of all or substantially all the Property of such
     Subsidiary Guarantor, such Property shall have been transferred as an
     entirety or virtually as an entirety to one Person;

          (d) immediately after giving effect to such transaction or series of
     transactions on a pro forma basis (and treating, for purposes of this
     clause (d) and clauses (e) and (f) below, any Debt that becomes, or is
     anticipated to become, an obligation of the Surviving Person, the Company
     or any Restricted Subsidiary as a result of such transaction or series of
     transactions as having been Incurred by the Surviving Person, the Company
     or such Restricted Subsidiary at the time of such transaction or series of
     transactions), no Default or Event of Default shall have occurred and be
     continuing;

          (e) immediately after giving effect to such transaction or series of
     transactions on a pro forma basis, the Company would be able to Incur at
     least $1.00 of additional Debt under clause (1) of the first paragraph of
     the covenant described under "--Certain Covenants--Limitation on Debt"; and

          (f) the Company shall deliver, or cause to be delivered, to the
     trustee, in form and substance reasonably satisfactory to the trustee, an
     Officers' Certificate and an Opinion of Counsel, each stating that such
     transaction and such Subsidiary Guaranty, if any, in respect thereto comply
     with this covenant and that all conditions precedent herein provided for
     relating to such transaction have been satisfied.

                                      -86-

The foregoing provisions (other than clause (d)) shall not apply to any
transactions which constitute an Asset Sale if the Company has complied with the
covenant described under "--Certain Covenants--Limitation on Asset Sales."

      The Surviving Person shall succeed to, and be substituted for, and may
exercise every right and power of the Company under the indenture (or of the
Subsidiary Guarantor under the Subsidiary Guaranty, as the case may be), but the
predecessor Company in the case of:

            (a) a sale, transfer, assignment, conveyance or other disposition
      (unless such sale, transfer, assignment, conveyance or other disposition
      is of all or substantially all of the assets of the Company as an entirety
      or virtually as an entirety), or

            (b) a lease,

shall not be released from any of the obligations or covenants under the
indenture, including with respect to the payment of the notes.

SEC Reports

      Notwithstanding that the Company or the Guarantors may not be subject to
the reporting requirements of Section 13 or 15(d) of the Exchange Act and so
long as any notes remain outstanding, the Company shall file with the SEC and
provide the trustee and holders of notes with such annual reports and such
information, documents and other reports as are specified in Sections 13 and
15(d) of the Exchange Act and applicable to a U.S. corporation subject to such
Sections, such information, documents and reports to be so filed and provided at
the times specified for the filing of such information, documents and reports
under such Sections; provided, however, that the Company shall not be so
obligated to file such information, documents and reports with the SEC if the
SEC does not permit such filings.

Events of Default

      Events of Default in respect of the notes include:

            (1) failure to make the payment of any interest or Special Interest,
      if any, on the notes when the same becomes due and payable, and such
      failure continues for a period of 30 days;

            (2) failure to make the payment of any principal of, or premium, if
      any, on, any of the notes when the same becomes due and payable at its
      Stated Maturity, upon acceleration, redemption, optional redemption,
      required repurchase or otherwise;

            (3) failure to comply with the covenant described under "--Merger,
      Consolidation and Sale of Property";

            (4) failure to comply with any other covenant or agreement in the
      notes or in the indenture (other than a failure that is the subject of the
      foregoing clause (1), (2) or (3)) and such failure continues for 30 days
      after written notice is given to the Company as provided below;

            (5) a default under any Debt by the Company or any Restricted
      Subsidiary that results in acceleration of the maturity of such Debt, or
      failure to pay any such Debt at maturity, in an aggregate amount greater
      than $20.0 million or its foreign currency equivalent at the time (the
      "cross acceleration provisions");

            (6) any judgment or judgments for the payment of money in an
      aggregate amount in excess of $20.0 million (or its foreign currency
      equivalent at the time) (net of applicable insurance coverage) that shall
      be rendered against the Company or any Restricted Subsidiary by a court of
      competent jurisdiction and that judgment shall not be vacated, waived,
      satisfied or discharged for any period of 60 consecutive days during which
      a stay of enforcement shall not be in effect (the "judgment default
      provisions");

                                      -87-

            (7) certain events involving bankruptcy, insolvency or
      reorganization of the Company or any Restricted Subsidiary that is a
      Significant Subsidiary (the "bankruptcy provisions"); and

            (8) any Subsidiary Guaranty of one or more Restricted Subsidiaries
      that are Subsidiary Guarantors which by themselves or taken together would
      constitute a Significant Subsidiary ceases to be in full force and effect
      (other than in accordance with the terms of such Subsidiary Guaranty or
      the indenture) or any Subsidiary Guarantor denies or disaffirms its
      obligations under its Subsidiary Guaranty (the "guaranty provisions").

      A Default under clause (4) is not an Event of Default until the trustee or
the holders of not less than 25% in aggregate principal amount of the notes then
outstanding, as applicable, notify the Company of the Default and the Company
does not cure such Default within the time specified after receipt of such
notice. Such notice must specify the Default, demand that it be remedied and
state that such notice is a "Notice of Default."

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

      If an Event of Default with respect to the notes (other than an Event of
Default resulting from certain events involving bankruptcy, insolvency or
reorganization with respect to the Company) shall have occurred and be
continuing, the trustee or the registered holders of not less than 25% in
aggregate principal amount of the notes then outstanding may declare to be
immediately due and payable the principal amount of all the applicable notes
then outstanding, plus accrued but unpaid interest to the date of acceleration.
In case an Event of Default resulting from certain events of bankruptcy,
insolvency or reorganization with respect to the Company shall occur, such
amount with respect to all the applicable notes shall be due and payable
immediately without any declaration or other act on the part of the trustee or
the holders of those notes. After any such acceleration, but before a judgment
or decree based on acceleration is obtained by the trustee, the registered
holders of a majority in aggregate principal amount of the notes then
outstanding may, under certain circumstances, rescind and annul such
acceleration if all Events of Default, other than the nonpayment of accelerated
principal, premium or interest, have been cured or waived as provided in the
indenture.

      Subject to the provisions of the indenture relating to the duties of the
trustee, in case an Event of Default shall occur and be continuing, the trustee
will be under no obligation to exercise any of its rights or powers under the
indenture at the request or direction of any of the holders of the notes, unless
such holders shall have offered to the trustee reasonable indemnity. Subject to
such provisions for the indemnification of the trustee, the holders of a
majority in aggregate principal amount of the applicable notes then outstanding
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the trustee or exercising any trust or
power conferred on the trustee with respect to the notes.

      No holder of notes will have any right to institute any proceeding with
respect to the indenture, or for the appointment of a receiver or trustee, or
for any remedy thereunder, unless:

            (a) such holder has previously given to the trustee written notice
      of a continuing Event of Default,

            (b) the registered holders of at least 25% in aggregate principal
      amount of the notes then outstanding, as applicable, have made written
      request and offered reasonable indemnity to the trustee to institute such
      proceeding as trustee, and

            (c) the trustee shall not have received from the registered holders
      of a majority in aggregate principal amount of the notes then outstanding
      a direction inconsistent with such request and shall have failed to
      institute such proceeding within 60 days.

However, such limitations do not apply to a suit instituted by a holder of any
note for enforcement of payment of the principal of, and premium, if any, or
interest on, such note on or after the respective due dates expressed in such
note.

                                      -88-

Amendments and Waivers

      Subject to certain exceptions, the indenture may be amended with the
consent of the registered holders of a majority in aggregate principal amount of
the notes then outstanding (including consents obtained in connection with a
tender offer or exchange offer for the notes) and any past default or compliance
with any provisions may also be waived (except a default in the payment of
principal, premium, interest or Special Interest, if any, and certain covenants
and provisions of the indenture which cannot be amended without the consent of
each holder of an outstanding note) with the consent of the registered holders
of at least a majority in aggregate principal amount of the notes then
outstanding. However, without the consent of each holder of an outstanding note,
no amendment may, among other things,

            (1)  reduce the amount of notes whose holders must consent to an
      amendment or waiver,

            (2)  reduce the rate of or extend the time for payment of interest
      or Special Interest, if any, on any note,

            (3)  reduce the principal of or extend the Stated Maturity of any
      note,

            (4)  make any note payable in money other than that stated in the
      note,

            (5)  impair the right of any holder of the notes to receive payment
      of principal of and interest on such holder's notes on or after the due
      dates therefor or to institute suit for the enforcement of any payment on
      or with respect to such holder's notes or any Subsidiary Guaranty,

            (6)  release any security interest that may have been granted in
      favor of the holders of the notes other than pursuant to the terms of such
      security interest,

            (7)  reduce the premium payable upon the redemption of any note nor
      change the time at which any note may be redeemed, as described under
      "--Optional Redemption",

            (8)  reduce the premium payable upon a Change of Control or, at any
      time after a Change of Control has occurred, change the time at which the
      Change of Control Offer relating thereto must be made or at which the
      notes must be repurchased pursuant to such Change of Control Offer,

            (9)  at any time after the Company is obligated to make a Prepayment
      Offer with the Excess Proceeds from Asset Sales, change the time at which
      such Prepayment Offer must be made or at which the notes must be
      repurchased pursuant thereto,

            (10) make any change to the subordination provisions of the
      indenture that would adversely affect the holders of the applicable notes,
      or

            (11) make any change in any Subsidiary Guaranty that would adversely
      affect the holders of the notes.

      Without the consent of any holder of the notes, the Company and the
trustee may amend the indenture to:

            (1)  cure any ambiguity, omission, defect or inconsistency,

            (2)  provide for the assumption by a successor corporation of the
      obligations of the Company under the indenture,

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

                                      -89-

            (4) add additional Guarantees with respect to the notes or to
      release Subsidiary Guarantors from Subsidiary Guaranties as provided by
      the terms of the indenture,

            (5) secure the notes, to add to the covenants of the Company for the
      benefit of the holders of the notes or to surrender any right or power
      conferred upon the Company,

            (6) make any change that does not adversely affect the rights of any
      holder of the notes,

            (7) make any change to the subordination provisions of the indenture
      that would limit or terminate the benefits available to any holder of
      Senior Debt under such provisions,

            (8) to comply with any requirement of the Commission in connection
      with the qualification of the indenture under the Trust Indenture Act, or

            (9) provide for the issuance of additional notes in accordance with
      the indenture.

      No amendment may be made to the subordination provisions of the indenture
that adversely affects the rights of any holder of Senior Debt then outstanding
unless the holders of such Senior Debt (or their Representative) consent to such
change. The consent of the holders of the notes is not necessary to approve the
particular form of any proposed amendment. It is sufficient if such consent
approves the substance of the proposed amendment. After an amendment becomes
effective, the Company is required to mail to each registered holder of the
notes at such holder's address appearing in the Security Register a notice
briefly describing such amendment. However, the failure to give such notice to
all holders of the notes, or any defect therein, will not impair or affect the
validity of the amendment.

Defeasance

      The Company at any time may terminate all its obligations under the notes
and the indenture ("legal defeasance"), except for certain obligations,
including those respecting the defeasance trust and obligations to register the
transfer or exchange of the notes, to replace mutilated, destroyed, lost or
stolen notes and to maintain a registrar and paying agent in respect of the
notes. The Company at any time may terminate:

            (1) its obligations under the covenants described under
      "--Repurchase at the Option of Holders Upon a Change of Control" and
      "--Certain Covenants",

            (2) the operation of the cross acceleration provisions, the judgment
      default provisions, the bankruptcy provisions with respect to Significant
      Subsidiaries and the guaranty provisions described under "--Events of
      Default" above, and

            (3) the limitations contained in clause (e) under the first
      paragraph of, and in the second paragraph of, "--Merger, Consolidation and
      Sale of Property" above ("covenant defeasance").

The Company may exercise its legal defeasance option notwithstanding its prior
exercise of its covenant defeasance option.

      If the Company exercises its legal defeasance option, payment of the notes
may not be accelerated because of an Event of Default with respect thereto. If
the Company exercises its covenant defeasance option, payment of the notes may
not be accelerated because of an Event of Default specified in clause (4) (with
respect to the covenants described under "--Certain Covenants"), (5), (6), (7)
(with respect only to Restricted Subsidiaries that are Significant Subsidiaries)
or (8) under "--Events of Default" above or because of the failure of the
Company to comply with clauses (e) and (f) under the first paragraph of, or with
the second paragraph of, "--Merger, Consolidation and Sale of Property" above.
If the Company exercises its legal defeasance option or its covenant defeasance
option, each Subsidiary Guarantor will be released from all its obligations
under its Subsidiary Guaranty.

      The legal defeasance option or the covenant defeasance option may be
exercised only if:

                                      -90-

            (a) the Company irrevocably deposits in trust with the trustee money
      or U.S. Government Obligations for the payment of principal of and
      interest or Special Interest, if any, on the notes to maturity or
      redemption, as the case may be;

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

            (c) no Default or Event of Default has occurred and is continuing on
      the date of such deposit and after giving effect thereto;

            (d) such deposit does not constitute a default under any other
      agreement or instrument binding on the Company;

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

            (f) in the case of the legal defeasance option, the Company delivers
      to the trustee an Opinion of Counsel stating that:

                  (1) the Company has received from the Internal Revenue Service
            a ruling, or

                  (2) since the date of the indenture there has been a change in
            the applicable Federal income tax law, to the effect, in either
            case, that, and based thereon such Opinion of Counsel shall confirm
            that, the holders of the notes will not recognize income, gain or
            loss for federal income tax purposes as a result of such defeasance
            and will be subject to federal income tax on the same amounts, in
            the same manner and at the same time as would have been the case if
            such defeasance has not occurred;

            (h) in the case of the covenant defeasance option, the Company
      delivers to the trustee an Opinion of Counsel to the effect that the
      holders of the notes will not recognize income, gain or loss for federal
      income tax purposes as a result of such covenant defeasance and will be
      subject to federal income tax on the same amounts, in the same manner and
      at the same times as would have been the case if such covenant defeasance
      had not occurred; and

            (i) the Company delivers to the trustee an Officers' Certificate and
      an Opinion of Counsel, each stating that all conditions precedent to the
      defeasance and discharge of the notes have been complied with as required
      by the indenture.

Governing Law

      The indenture and the notes are governed by the internal laws of the State
of New York without reference to principles of conflicts of law.

The Trustee

      J.P. Morgan Trust Company, National Association is the trustee under the
indenture.

      Except during the continuance of an Event of Default, the trustee will
perform only such duties as are specifically set forth in the indenture. During
the existence of an Event of Default, the trustee will exercise such of

                                      -91-

the rights and powers vested in it under the indenture and use the same degree
of care and skill in its exercise as a prudent person would exercise under the
circumstances in the conduct of such person's own affairs.

Certain Definitions

     Set forth below is a summary of certain of the defined terms used in the
indenture. Reference is made to the indenture for the full definition of all
such terms as well as any other capitalized terms used herein for which no
definition is provided. Unless the context otherwise requires, an accounting
term not otherwise defined has the meaning assigned to it in accordance with
GAAP.

     "Additional Assets" means:

          (a) any Property (other than cash, Cash Equivalents and securities) to
     be owned by the Company or any Restricted Subsidiary and used in a
     Permitted Business; or

          (b) Capital Stock of a Person that becomes a Restricted Subsidiary as
     a result of the acquisition of such Capital Stock by the Company or another
     Restricted Subsidiary from any Person other than the Company or a
     Subsidiary of the Company; provided, however, that, in the case of clause
     (b), such Restricted Subsidiary is primarily engaged in a Permitted
     Business.

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

     "Asset Sale" means any sale, lease (other than operating leases entered
into in the ordinary course of business), transfer, issuance or other
disposition (or series of related sales, leases, transfers, issuances or
dispositions) by the Company or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation or similar transaction (each
referred to for the purposes of this definition as a "disposition"), of

          (a) any shares of Capital Stock of a Restricted Subsidiary (other than
     directors' qualifying shares or shares of non-US persons required by
     applicable law), or

          (b) any other assets of the Company or any Restricted Subsidiary
     outside of the ordinary course of business of the Company or such
     Restricted Subsidiary,

other than, in the case of clause (a) or (b) above,

          (1) any disposition by a Restricted Subsidiary to the Company or by
     the Company or a Restricted Subsidiary to a Wholly Owned Restricted
     Subsidiary,

          (2) any disposition that constitutes a Permitted Investment or
     Restricted Payment permitted by the covenant described under "--Certain
     Covenants--Limitation on Restricted Payments",

          (3) any disposition effected in compliance with the first paragraph of
     the covenant described under "--Merger, Consolidation and Sale of
     Property"), and

          (4) any disposition or series of related dispositions of Property with
     an aggregate Fair Market Value and for net proceeds of less than $2.5
     million,

                                      -92-

          (5) a disposition of obsolete or worn out property or property that is
     no longer useful in the conduct of the business of the Company and its
     Restricted Subsidiaries and that is disposed of in each case in the
     ordinary course of business,

          (6) an issuance of Capital Stock by a Restricted Subsidiary of the
     Company to the Company or to a Restricted Subsidiary,

          (7) the granting of any Lien (or foreclosure thereon) securing Debt to
     the extent that such Lien is granted in compliance with "Limitation on
     Liens" above and dispositions in connection with Permitted Liens, and

          (8) sales, conveyances or other dispositions in connection with any
     Qualified Securitization Transaction.

     "Attributable Debt" in respect of a sale and leaseback transaction means,
at the time of determination, the greater of (a) the fair value of the property
subject to such arrangement (as determined in good faith by our Board of
Directors) or (b) the present value (discounted at the interest rate borne by
the notes, compounded annually) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in such sale and
leaseback transaction, including any period for which such lease has been
extended or may, at the option of the lessor, be extended.

     "Average Life" means, as of any date of determination, with respect to any
Debt or Preferred Stock, the quotient obtained by dividing:

          (a) the sum of the product of the numbers of years (rounded to the
     nearest one-twelfth of one year) from the date of determination to the
     dates of each successive scheduled principal payment of such Debt or
     redemption or similar payment with respect to such Preferred Stock
     multiplied by the amount of such payment by

          (b) the sum of all such payments.

     "Board of Directors" means the Board of Directors of the Company or any
committee thereof authorized with respect to any particular matter to exercise
the power of Board of Directors of the Company.

     "Capital Lease Obligations" means any obligation under a lease that is
required to be capitalized for financial reporting purposes in accordance with
GAAP; and the amount of Debt represented by such obligation shall be the
capitalized amount of such obligations determined in accordance with GAAP; and
the Stated Maturity thereof shall be the date of the last payment of rent or any
other amount due under such lease prior to the first date upon which such lease
may be terminated by the lessee without payment of a penalty. For purposes of
"--Certain Covenants--Limitation on Liens", a Capital Lease Obligation shall be
deemed secured by a Lien on the Property being leased.

     "Capital Stock" means, with respect to any Person, any shares or other
equivalents (however designated) of any class of corporate stock, partnership
interests or membership interests in a limited liability company or any other
participations, rights, warrants, options or other interests in the nature of an
equity interest in such Person, including Preferred Stock, but excluding any
debt security convertible or exchangeable into such equity interest.

     "Capital Stock Sale Proceeds" means the aggregate cash proceeds received by
the Company from the issuance or sale (other than to a Subsidiary of the Company
or a Person in connection with a stock ownership plan or trust or other
arrangement established by the Company or any such Subsidiary for the benefit of
their employees or directors) by the Company of its Capital Stock (other than
Disqualified Stock) after the Issue Date, net of attorneys' fees, accountants'
fees, underwriters', investment bankers' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees and expenses actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

     "Cash Equivalents" means any of the following:

                                      -93-

          (a)  Investments in U.S. Government Obligations maturing within 365
     days of the date of acquisition thereof;

          (b)  Investments in time deposit accounts, certificates of deposit and
     money market deposits maturing within 180 days of the date of acquisition
     thereof issued or bankers acceptances, by a bank or trust company organized
     under the laws of the United States of America or any state thereof or the
     District of Columbia having capital, surplus and undivided profits
     aggregating in excess of $500 million and whose long-term debt is rated
     "A-3" or "A-" or higher according to Moody's or S&P (or such similar
     equivalent rating by at least one "nationally recognized statistical rating
     organization" (as defined in Rule 436 under the Securities Act));

          (c)  repurchase obligations with a term of not more than 30 days for
     underlying securities of the types described in clause (a) entered into
     with:

               (1) a bank meeting the qualifications described in clause (b)
          above, or

               (2) any primary government securities dealer reporting to the
          Market Reports Division of the Federal Reserve Bank of New York;

          (d)  Investments in commercial paper, maturing not more than 365 days
     after the date of acquisition, issued by a corporation (other than an
     Affiliate of the Company) or financial institution organized and in
     existence under the laws of the United States of America or any state
     thereof or the District of Columbia with a rating at the time as of which
     any Investment therein is made of "P-1" (or higher) according to Moody's or
     "A-1" (or higher) according to S&P (or such similar equivalent rating by at
     least one "nationally recognized statistical rating organization" (as
     defined in Rule 436 under the Securities Act));

          (e)  direct obligations (or certificates representing an ownership
     interest in such obligations) of any state of the United States of America
     (including any agency or instrumentality thereof) for the payment of which
     the full faith and credit of such state is pledged and which are not
     callable or redeemable at the issuer's option, provided that:

               (1) the long-term debt of such state is rated "A-3" or "A-" or
          higher according to Moody's or S&P (or such similar equivalent rating
          by at least one "nationally recognized statistical rating
          organization" (as defined in Rule 436 under the Securities Act)), and

               (2) such obligations mature within 180 days of the date of
          acquisition thereof; and

          (f)  interests in any money market fund substantially all of the
     assets of which are of the type specified in clauses (a) through (e) above.

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

          (a)  any "person" or "group" (as such terms are used in Sections 13(d)
     and 14(d) of the Exchange Act or any successor provisions to either of the
     foregoing) of persons, other than the Permitted Holders, become the
     "beneficial owners" (as defined in Rule 13d-3 under the Exchange Act,
     except that a person will be deemed to have "beneficial ownership" of all
     shares that any such person has the right to acquire, whether such right is
     exercisable immediately or only after the passage of time), directly or
     indirectly, of more than 35% of the total voting power of the Voting Stock
     of the Company, whether as a result of the issuance of securities of the
     Company, any merger, consolidation, liquidation or dissolution of the
     Company, any direct or indirect transfer of securities by the Permitted
     Holders or otherwise (for purposes of this clause (a), the Permitted
     Holders will be deemed to beneficially own any Voting Stock of a specified
     corporation held by a parent corporation so long as the Permitted Holders
     beneficially own, directly or indirectly, in the aggregate a majority of
     the total voting power of the Voting Stock of such parent corporation); or

          (b)  the sale, transfer, assignment, lease, conveyance or other
     disposition, directly or indirectly, of all or substantially all the assets
     of the Company and the Restricted Subsidiaries, considered as a whole
     (other than a

                                      -94-

     disposition of such assets as an entirety or virtually as an entirety to a
     Wholly Owned Restricted Subsidiary or one or more Permitted Holders or a
     Person of which one or more of the Permitted Holders own more than 50% of
     the voting power) shall have occurred, or the Company merges, consolidates
     or amalgamates with or into any other Person (other than one or more
     Permitted Holders) or any other Person (other than one or more Permitted
     Holders or a Person of which one or more of the Permitted Holders own more
     than 50% of the voting power) merges, consolidates or amalgamates with or
     into the Company, in any such event pursuant to a transaction in which the
     outstanding Voting Stock of the Company is reclassified into or exchanged
     for cash, securities or other Property, other than any such transaction
     where:

               (1) the outstanding Voting Stock of the Company is reclassified
          into or exchanged for other Voting Stock of the Company or for Voting
          Stock of the surviving corporation, and

               (2) the holders of the Voting Stock of the Company immediately
          prior to such transaction own, directly or indirectly, not less than a
          majority of the Voting Stock of the Company or the surviving
          corporation immediately after such transaction and in substantially
          the same proportion as before the transaction; or

          (c)  during any period of two consecutive years, individuals who at
     the beginning of such period constituted the Board of Directors (together
     with any new directors whose election or appointment by such Board or whose
     nomination for election by the stockholders of the Company was approved by
     a vote of not less than a majority of the directors then still in office
     who were either directors at the beginning of such period or whose election
     or nomination for election was previously so approved) cease for any reason
     to constitute a majority of the Board of Directors then in office; or

          (d)  the stockholders of the Company shall have approved any plan of
     liquidation or dissolution of the Company.

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

     "Commodity Price Protection Agreement" means, in respect of a Person, any
forward contract, commodity swap agreement, commodity option agreement or other
similar agreement or arrangement designed to protect such Person against
fluctuations in commodity prices.

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the notes that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such
notes. "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the trustee after consultation with the Company.

     "Comparable Treasury Price" means, with respect to any redemption date:

          (a)  the average of the bid and asked prices for the Comparable
     Treasury Issue (expressed in each case as a percentage of its principal
     amount) on the third business day preceding such redemption date, as set
     forth in the most recently published statistical release designated
     "H.15(519)" (or any successor release) published by the Board of Governors
     of the Federal Reserve System and which establishes yields on actively
     traded United States treasury securities adjusted to constant maturity
     under the caption "Treasury Constant Maturities" or

          (b)  if such release (or any successor release) is not published or
     does not contain such prices on such business day, the average of the
     Reference Treasury Dealer Quotations for such redemption date.

     "Consolidated Current Liabilities" means, as of any date of determination,
the aggregate amount of liabilities of the Company and its consolidated
Restricted Subsidiaries which may properly be classified as current liabilities
(including taxes accrued as estimated), after eliminating all current maturities
of long-term Debt.

     "Consolidated Interest Coverage Ratio" means, as of any date of
determination, the ratio of:

                                      -95-

          (a)  the aggregate amount of EBITDA for the most recent four
     consecutive fiscal quarters ending at least 45 days prior to such
     determination date to

          (b)  Consolidated Interest Expense for such four fiscal quarters;

     provided, however, that:

          (1)  if

               (A) since the beginning of such period the Company or any
          Restricted Subsidiary has Incurred any Debt that remains outstanding
          or Repaid any Debt, or

               (B) the transaction giving rise to the need to calculate the
          Consolidated Interest Coverage Ratio is an Incurrence or Repayment of
          Debt,

     Consolidated Interest Expense for such period shall be calculated after
     giving effect on a pro forma basis to such Incurrence or Repayment as if
     such Debt was Incurred or Repaid on the first day of such period, provided
     that, in the event of any such Repayment of Debt, EBITDA for such period
     shall be calculated as if the Company or such Restricted Subsidiary had not
     earned any interest income actually earned during such period in respect of
     the funds used to Repay such Debt, and

          (2)  if

               (A) since the beginning of such period the Company or any
          Restricted Subsidiary shall have made any Asset Sale or an Investment
          (by merger or otherwise) in any Restricted Subsidiary (or any Person
          which becomes a Restricted Subsidiary) or an acquisition of Property
          which constitutes all or substantially all of an operating unit of a
          business,

               (B) the transaction giving rise to the need to calculate the
          Consolidated Interest Coverage Ratio is such an Asset Sale, Investment
          or acquisition, or

               (C) since the beginning of such period any Person (that
          subsequently became a Restricted Subsidiary or was merged with or into
          the Company or any Restricted Subsidiary since the beginning of such
          period) shall have made such an Asset Sale, Investment or acquisition,
          then EBITDA for such period shall be calculated after giving pro forma
          effect to such Asset Sale, Investment or acquisition as if such Asset
          Sale, Investment or acquisition had occurred on the first day of such
          period.

     If any Debt bears a floating rate of interest and is being given pro forma
effect, the interest expense on such Debt shall be calculated as if the base
interest rate in effect for such floating rate of interest on the date of
determination had been the applicable base interest rate for the entire period
(taking into account any Interest Rate Agreement applicable to such Debt if such
Interest Rate Agreement has a remaining term in excess of 12 months). In the
event the Capital Stock of any Restricted Subsidiary is sold during the period,
the Company shall be deemed, for purposes of clause (1) above, to have Repaid
during such period the Debt of such Restricted Subsidiary to the extent the
Company and its continuing Restricted Subsidiaries are no longer liable for such
Debt after such sale.

     "Consolidated Interest Expense" means, for any period, the total interest
expense of the Company and its consolidated Restricted Subsidiaries, plus, to
the extent not included in such total interest expense, and to the extent
Incurred by the Company or its Restricted Subsidiaries,

          (a)  interest expense attributable to Capital Lease Obligations,

          (b)  amortization of debt discount and debt issuance cost, including
     commitment fees,

          (c)  capitalized interest,

                                      -96-

            (d) non-cash interest expense,

            (e) commissions, discounts and other fees and charges owed with
      respect to letters of credit and bankers' acceptance financing,

            (f) net costs associated with Hedging Obligations (including
      amortization of fees),

            (g) Disqualified Stock Dividends to a Person other than the Company
      or a Restricted Subsidiary,

            (h) Preferred Stock Dividends to a Person other than the Company or
      a Restricted Subsidiary,

            (i) interest Incurred in connection with Investments in discontinued
      operations,

            (j) interest accruing on any Debt of any other Person to the extent
      such Debt is Guaranteed by the Company or any Restricted Subsidiary, and

            (k) the cash contributions to any employee stock ownership plan or
      similar trust to the extent such contributions are used by such plan or
      trust to pay interest or fees to any Person (other than the Company) in
      connection with Debt Incurred by such plan or trust.

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

            (a) any net income (loss) of any Person (other than the Company) if
      such Person is not a Restricted Subsidiary, except that:

                (1) subject to the exclusion contained in clause (d) below, the
            net income of any Person that is not a Restricted Subsidiary shall
            be included only to the extent of the aggregate amount of cash
            distributed by such Person during such period to the Company or a
            Restricted Subsidiary as a dividend or other distribution (subject,
            in the case of a dividend or other distribution to a Restricted
            Subsidiary, to the limitations contained in clause (c) below), and

                (2) the equity of the Company and its consolidated Restricted
            Subsidiaries in a net loss of any such Person other than an
            Unrestricted Subsidiary for such period shall be included in
            determining such Consolidated Net Income,

            (b) for purposes of the covenant described under "--Certain
      Covenants--Limitation on Restricted Payments" only, any net income (loss)
      of any Person acquired by the Company or any of its consolidated
      Subsidiaries in a pooling of interests transaction for any period prior to
      the date of such acquisition,

            (c) any net income (loss) of any Restricted Subsidiary if such
      Restricted Subsidiary is subject to restrictions, directly or indirectly,
      on the payment of dividends or the making of distributions, directly or
      indirectly, to the Company, except that:

                (1) subject to the exclusion contained in clause (d) below, the
            equity of the Company and its Consolidated Restricted Subsidiaries
            in the net income of any such Restricted Subsidiary for such period
            shall be included in such Consolidated Net Income up to the
            aggregate amount of cash distributed by such Restricted Subsidiary
            during such period to the Company or another Restricted Subsidiary
            as a dividend or other distribution (subject, in the case of a
            dividend or other distribution to another Restricted Subsidiary, to
            the limitation contained in this clause), and

                (2) the equity of the Company and its Consolidated Restricted
            Subsidiaries in a net loss of any such Restricted Subsidiary for
            such period shall be included in determining such Consolidated Net
            Income,

                                      -97-

            (d) any gain or loss realized upon the sale or other disposition of
      any Property of the Company or any of its consolidated Subsidiaries that
      is not sold or otherwise disposed of in the ordinary course of business
      (provided that sales or other dispositions of assets in connection with
      any Qualified Securitization Transaction shall be deemed to be in the
      ordinary course),

            (e) any extraordinary gain or loss,

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

            (g) any non-cash compensation expense realized for grants of
      performance shares, stock options or other rights to officers, directors
      and employees of the Company or any Restricted Subsidiary, provided that
      such shares, options or other rights can be redeemed at the option of the
      holder only for Capital Stock of the Company (other than Disqualified
      Stock).

Notwithstanding the foregoing, for purposes of the covenant described under
"--Certain Covenants--Limitation on Restricted Payments" only, there shall be
excluded from Consolidated Net Income any dividends, repayments of loans or
advances or other transfers of Property from Unrestricted Subsidiaries to the
Company or a Restricted Subsidiary to the extent such dividends, repayments or
transfers increase the amount of Restricted Payments permitted under such
covenant pursuant to clause (c)(4) thereof.

      "Consolidated Net Tangible Assets" means, as of any date of determination,
the sum of the amounts that would appear on a consolidated balance sheet of the
Company and its consolidated Restricted Subsidiaries as the total assets (less
accumulated depreciation, depletion and amortization, allowances for doubtful
receivables, other applicable reserves and other properly deductible items) of
the Company and its Restricted Subsidiaries, after giving effect to purchase
accounting and after deducting therefrom Consolidated Current Liabilities and,
to the extent otherwise included, the amounts of (without duplication):

            (a) the excess of cost over fair market value of assets or
      businesses acquired;

            (b) any revaluation or other write-up in book value of assets
      subsequent to the last day of the fiscal quarter of the Company
      immediately preceding the Issue Date as a result of a change in the method
      of valuation in accordance with GAAP;

            (c) unamortized debt discount and expenses and other unamortized
      deferred charges, goodwill, patents, trademarks, service marks, trade
      names, copyrights, licenses, organization or developmental expenses and
      other intangible items;

            (d) minority interests in consolidated Subsidiaries held by Persons
      other than the Company or any Restricted Subsidiary;

            (e) treasury stock;

            (f) cash or securities set aside and held in a sinking or other
      analogous fund established for the purpose of redemption or other
      retirement of Capital Stock to the extent such obligation is not reflected
      in Consolidated Current Liabilities; and

            (g) Investments in and assets of Unrestricted Subsidiaries.

      "CorrChoice" means CorrChoice, Inc., an Ohio corporation and the joint
venture entered into by the Company with RDJ Holdings Inc. and a minority
shareholder of a subsidiary of Ohio Packaging Corporation in November 1998 for
the purpose of manufacturing corrugated sheets.

      "Credit Facilities" means, with respect to the Company or any Restricted
Subsidiary, one or more debt or commercial paper facilities with banks or other
institutional lenders (including the Senior Credit Facility) providing for
revolving credit loans, term loans, receivables or inventory financing
(including through the sale of receivables or inventory to such lenders or to
special purpose, bankruptcy remote entities formed to borrow from such lenders

                                      -98-

against such receivables or inventory) or trade letters of credit, in each case
together with any extensions, revisions, refinancings or replacements thereof by
a lender or syndicate of lenders.

      "Currency Exchange Protection Agreement" means, in respect of a Person,
any foreign exchange contract, currency swap agreement, currency option or other
similar agreement or arrangement designed to protect such Person against
fluctuations in currency exchange rates.

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

            (a) the principal of and premium (if any) in respect of:

                (1) debt of such Person for money borrowed, and

                (2) debt evidenced by notes, debentures, bonds or other similar
            instruments for the payment of which such Person is responsible or
            liable;

            (b) all Capital Lease Obligations of such Person;

            (c) all obligations of such Person issued or assumed as the deferred
      purchase price of Property, all conditional sale obligations of such
      Person and all obligations of such Person under any title retention
      agreement (but excluding trade accounts payable arising in the ordinary
      course of business);

            (d) all obligations of such Person for the reimbursement of any
      obligor on any letter of credit, banker's acceptance or similar credit
      transaction (other than obligations with respect to letters of credit
      securing obligations (other than obligations described in (a) through (c)
      above) entered into in the ordinary course of business of such Person to
      the extent such letters of credit are not drawn upon or, if and to the
      extent drawn upon, such drawing is reimbursed no later than the third
      Business Day following receipt by such Person of a demand for
      reimbursement following payment on the letter of credit);

            (e) the amount of all obligations of such Person with respect to the
      Repayment of any Disqualified Stock or, with respect to any Subsidiary of
      such Person, any Preferred Stock (but excluding, in each case, any accrued
      dividends);

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

            (g) all obligations of the type referred to in clauses (a) through
      (f) of other Persons secured by any Lien on any Property of such Person
      (whether or not such obligation is assumed by such Person), the amount of
      such obligation being deemed to be the lesser of the value of such
      Property or the amount of the obligation so secured; and

            (h) to the extent not otherwise included in this definition, Hedging
      Obligations of such Person.

The amount of Debt of any Person at any date shallbe the outstanding balance at
such date of all unconditional obligations as described above and the maximum
liability, upon the occurrence of the contingency giving rise to the obligation,
of any contingent obligations at such date. The amount of Debt represented by a
Hedging Obligation shall be equal to:

            (1) zero if such Hedging Obligation has been Incurred pursuant to
      clause (f), (g) or (h) of the second paragraph of the covenant described
      under "--Certain Covenants--Limitation on Debt", or

            (2) the notional amount of such Hedging Obligation if not Incurred
      pursuant to such clauses.

                                      -99-

      Notwithstanding anything to the contrary contained herein, accrual of
interest, accretion or amortization of original issue discount and the payment
of interest or dividends in the form of additional Debt, will be deemed not to
be an Incurrence of Debt for purpose of the covenant entitled "Limitation on
Debt."

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

      "Designated Senior Debt" means:

            (a) any Senior Debt that has, at the time of determination, an
      aggregate principal amount outstanding of at least $25.0 million
      (including the amount of all undrawn commitments and matured and
      contingent reimbursement obligations pursuant to letters of credit
      thereunder) that is specifically designated in the instrument evidencing
      such Senior Debt and is designated in a notice delivered by the Company to
      the holders or a Representative of the holders of such Senior Debt and in
      an Officers' Certificate delivered to the trustee as "Designated Senior
      Debt" of the Company for purposes of the indenture, and

            (b) the Credit Facilities.

            "Disqualified Stock" means any Capital Stock of the Company or any
      of its Restricted Subsidiaries that by its terms (or by the terms of any
      security into which it is convertible or for which it is exchangeable, in
      either case at the option of the holder thereof) or otherwise:

            (a) matures or is mandatorily redeemable pursuant to a sinking fund
      obligation or otherwise,

            (b) is or may become redeemable or repurchaseable at the option of
      the holder thereof, in whole or in part, or

            (c) is convertible or exchangeable at the option of the holder
      thereof for Debt or Disqualified Stock,

on or prior to, in the case of clause (a), (b) or (c), the first anniversary of
the Stated Maturity of the notes.

      "Disqualified Stock Dividends" means all dividends with respect to
Disqualified Stock of the Company held by Persons other than a Wholly Owned
Restricted Subsidiary. The amount of any such dividend shall be equal to the
quotient of such dividend divided by the difference between one and the maximum
statutory federal income tax rate (expressed as a decimal number between 1 and
0) then applicable to the Company.

      "Domestic Restricted Subsidiary" means any Restricted Subsidiary other
than (a) Soterra or a Foreign Restricted Subsidiary, (b) a Subsidiary of Soterra
or a Foreign Restricted Subsidiary or (c) any domestic subsidiary that is or
becomes an Unrestricted Subsidiary.

      "EBITDA" means, for any period, an amount equal to, with respect to the
Company and its consolidated Restricted Subsidiaries:

            (a) the sum of Consolidated Net Income for such period, plus the
      following to the extent reducing Consolidated Net Income for such period:

                (1) the provision for taxes based on income or profits or
            utilized in computing net loss,

                (2) Consolidated Interest Expense,

                (3) depreciation and depletion,

                (4) amortization of intangibles,

                (5) any other non-cash items (other than any such non-cash
            item to the extent that it represents an accrual of or reserve for
            cash expenditures in any future period or amortization of a prepaid
            expense)

                                     -100-

            and any one-time, non-recurring expenses relating to, or arising
            from, any closures of manufacturing facilities on or after the Issue
            Date, in each case incurred within 12 months after such closure,
            minus

            (b) all non-cash items increasing Consolidated Net Income for such
period; provided that, if any Restricted Subsidiary is not a Wholly Owned
Restricted Subsidiary, EBITDA shall be reduced (to the extent not otherwise
reduced in accordance with GAAP) by an amount equal to (A) the amount of the
Consolidated Net Income attributable to such Restricted Subsidiary multiplied by
(B) the quotient of (1) the number of shares of outstanding Capital Stock of
such Restricted Subsidiary not owned on the last day of such period by the
Company or any of its Restricted Subsidiaries divided by (2) the total number of
shares of outstanding Capital Stock of such Restricted Subsidiary on the last
day of such period.

      Notwithstanding the foregoing clause (a), the provision for taxes and the
depreciation, amortization and non-cash items of a Restricted Subsidiary shall
be added to Consolidated Net Income to compute EBITDA only to the extent (and in
the same proportion) that the net income of such Restricted Subsidiary was
included in calculating Consolidated Net Income and only if a corresponding
amount would be permitted at the date of determination to be dividended to the
Company by such Restricted Subsidiary without prior approval (that has not been
obtained), pursuant to the terms of its charter and all agreements, instruments,
judgments, decrees, orders, statutes, rules and governmental regulations
applicable to such Restricted Subsidiary or its shareholders.

      "Event of Default" has the meaning set forth under "--Events of Default."

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

      "Exchange Notes" means the notes issued in exchange for the notes issued
in this offering as described under "Exchange Offer; Registration Rights."

      "Fair Market Value" means, with respect to any Property, the price that
could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of whom is under undue
pressure or compulsion to complete the transaction. Fair Market Value shall be
determined, except as otherwise provided,

            (a) if such Property has a Fair Market Value equal to or less than
      $5.0 million, by any Officer of the Company, or

            (b) if such Property has a Fair Market Value in excess of $5.0
      million, by a majority of the Board of Directors and evidenced by a Board
      Resolution, certified by the secretary or assistant secretary of the
      Company in a Certificate dated within 30 days of the relevant transaction,
      delivered to the trustee.

      "Foreign Restricted Subsidiary" means any Restricted Subsidiary which is
not organized under the laws of the United States of America or any State
thereof or the District of Columbia.

      "GAAP" means United States generally accepted accounting principles as in
effect on the Issue Date, including those set forth:

            (a) in the opinions and pronouncements of the Accounting Principles
      Board of the American Institute of Certified Public Accountants,

            (b) in the statements and pronouncements of the Financial Accounting
      Standards Board,

            (c) in such other statements by such other entity as approved by a
      significant segment of the accounting profession, and

            (d) the rules and regulations of the Commission governing the
      inclusion of financial statements (including pro forma financial
      statements) in periodic reports required to be filed pursuant to Section
      13 of the

                                     -101-

      Exchange Act, including opinions and pronouncements in staff accounting
      bulletins and similar written statements from the accounting staff of the
      Commission.

      "Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Debt of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person:

            (a) to purchase or pay (or advance or supply funds for the purchase
      or payment of) such Debt of such other Person (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), or

            (b) entered into for the purpose of assuring in any other manner the
      obligee against loss in respect thereof (in whole or in part);

provided, however, that the term "Guarantee" shall not include:

            (1) endorsements for collection or deposit in the ordinary course of
      business, or

            (2) a contractual commitment or undertaking by one Person to invest
      in another Person for so long as such Investment is reasonably expected to
      constitute a Permitted Investment under clause (b) of the definition of
      "Permitted Investment."

The term "Guarantee" used as a verb has a corresponding meaning. The term
"Guarantor" shall mean any Person Guaranteeing any obligation.

      "Hedging Obligation" of any Person means any obligation of such Person
pursuant to any Interest Rate Agreement, Currency Exchange Protection Agreement,
Commodity Price Protection Agreement or any other similar agreement or
arrangement.

      "Incur" means, with respect to any Debt or other obligation of any Person,
to create, issue, incur (by merger, conversion, exchange or otherwise), extend,
assume, Guarantee or become liable in respect of such Debt or other obligation
or the recording, as required pursuant to GAAP or otherwise, of any such Debt or
obligation on the balance sheet of such Person (and "Incurrence" and "Incurred"
shall have meanings correlative to the foregoing); provided, however, that a
change in GAAP that results in an obligation of such Person that exists at such
time, and is not theretofore classified as Debt, becoming Debt shall not be
deemed an Incurrence of such Debt and the accrual of interest (whether such
interest is payable in cash or in kind) and the accretion of original issue
discount and an amendment, modification or waiver (to the extent that it does
not increase the principal of or premium or interest on the applicable Debt)
shall not be deemed an incurrence of Debt; provided further, however, that any
Debt or other obligations of a Person existing at the time such Person becomes a
Restricted Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be Incurred by such Restricted Subsidiary at the
time it becomes a Restricted Subsidiary; and provided further, however, that
solely for purposes of determining compliance with "--Certain
Covenants--Limitation on Debt", amortization of debt discount shall not be
deemed to be the Incurrence of Debt, provided that in the case of Debt sold at a
discount, the amount of such Debt Incurred shall at all times be the aggregate
principal amount at Stated Maturity.

      "Independent Financial Advisor" means an investment banking firm of
national standing or any third party appraiser of national standing, provided
that such firm or appraiser is not an Affiliate of the Company.

      "Interest Rate Agreement" means, for any Person, any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement designed to protect against fluctuations in, or otherwise
manage, interest rates.

      "Investment" by any Person means any direct or indirect loan (other than
advances to customers in the ordinary course of business), advance or other
extension of credit or capital contribution (by means of transfers of cash or
other Property to others or payments for Property or services for the account or
use of others, or otherwise) to, or Incurrence of a Guarantee of any obligation
of, or purchase or acquisition of Capital Stock, bonds, notes,

                                     -102-

debentures or other securities or evidence of Debt issued by, any other Person.
For purposes of the covenant described under "--Certain Covenants--Limitation on
Restricted Payments", "--Designation of Restricted and Unrestricted
Subsidiaries" and the definition of "Restricted Payment", "Investment" shall
include the portion (proportionate to the Company's equity interest in such
Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the
Company at the time that such Subsidiary is designated an Unrestricted
Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a
Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent "Investment" in an Unrestricted Subsidiary of an amount (if positive)
equal to:

            (a) the Company's "Investment" in such Subsidiary at the time of
      such redesignation, less

            (b) the portion (proportionate to the Company's equity interest in
      such Subsidiary) of the Fair Market Value of the net assets of such
      Subsidiary at the time of such redesignation.

In determining the amount of any Investment made by transfer of any Property
other than cash, such Property shall be valued at its Fair Market Value at the
time of such Investment. Investment shall not include endorsements of negotiable
instruments and documents in the ordinary course of business and the acquisition
of assets (other than stock or other securities) by the Company or a Restricted
Subsidiary for consideration.

      "Issue Date" means the date on which the notes are initially issued.

      "Lien" means, with respect to any Property of any Person, any mortgage or
deed of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement (other than any easement not materially
impairing usefulness or marketability), encumbrance, preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever on or with respect to such Property (including any Capital Lease
Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing).

      "Moody's" means Moody's Investors Service, Inc. or any successor to the
rating agency business thereof.

      "Net Available Cash" from any Asset Sale means cash payments received
therefrom (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise, but only as
and when received, but excluding any other consideration received in the form of
assumption by the acquiring Person of Debt or other obligations relating to the
Property that is the subject of such Asset Sale or received in any other
non-cash form), in each case net of:

                (a) all legal, title and recording tax expenses, commissions and
            other fees and expenses incurred, and all Federal, state,
            provincial, foreign and local taxes required to be accrued as a
            liability under GAAP, as a consequence of such Asset Sale,

                (b) all payments made on any Debt that is secured by any
            Property subject to such Asset Sale, in accordance with the terms of
            any Lien upon or other security agreement of any kind with respect
            to such Property, or which must by its terms, or in order to obtain
            a necessary consent to such Asset Sale, or by applicable law, be
            repaid out of the proceeds from such Asset Sale, and all payments
            made with respect to liabilities associated with the assets which
            are the subject of the Asset Sale, including, without limitation,
            trade payables and other accrued liabilities,

                (c) all distributions and other payments required to be made to
            minority interest holders in Subsidiaries or joint ventures as a
            result of such Asset Sale, and

                (d) the deduction of appropriate amounts provided by the seller
            as a reserve, in accordance with GAAP, against any liabilities
            associated with the Property disposed in such Asset Sale and
            retained by the Company or any Restricted Subsidiary after such
            Asset Sale.

                                     -103-

      "Non-recourse Debt" means Debt:

            (a) as to which neither the Company nor any Restricted Subsidiary
      (i) provides credit support of any kind (including any undertaking,
      agreement or instrument that would constitute Debt), (ii) is directly or
      indirectly liable as a guarantor or otherwise, or (iii) constitutes the
      lender;

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

            (c) 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
      Restricted Subsidiary.

      "Officer" means the Chief Executive Officer, the President, the Chief
Financial Officer or any Vice President of the Company.

      "Officers' Certificate" means a certificate signed by any of the chief
executive officer, chief operating officer or chief financial officer of the
Company, and delivered to the trustee.

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

      "Permitted Business" means any business that is related, ancillary or
complementary to, or a reasonable extension, development or expansion of, the
businesses of the Company and the Restricted Subsidiaries, taken as a whole, on
the Issue Date.

      "Permitted Holders" means (i) All Life Foundation, John C. Dempsey Trust,
Naomi A. Coyle Trust, Michael H. Dempsey, Michael H. Dempsey Living Trust, Naomi
C. Dempsey Charitable Lead Annuity Trust, Naomi C. Dempsey, Naomi C. Dempsey
Living Trust, Patricia M. Dempsey, Patricia M. Dempsey Living Trust, Judith D.
Hook, Judith D. Hook Living Trust, Mary T. McAlpin, Mary T. McAlpin Living
Trust, Mary T. McAlpin Charitable Remainder Annuity Trust, John McNamara,
Virginia D. Ragan and Virginia D. Ragan Living Trust; (ii) the spouses, heirs,
legatees, descendants and blood relatives to the third degree of consanguinity
of any person in clause (i); (iii) the executors and administrators of the
estate of any such person, and any court appointed guardian of any person in
clause (i) or (ii); (iv) any trust, family partnership or similar investment
entity for the benefit of any such person referred to in the foregoing clause
(i) or (ii) or any persons (including for charitable purposes), so long as one
or more members of the group consisting of the Permitted Holders have the
exclusive or a joint right to control the voting and disposition of securities
held by such trust, family partnership or other investment entity; and (v) any
employee or retiree benefit plan sponsored by the Company.

      "Permitted Investment" means any Investment by the Company or a Restricted
Subsidiary in:

            (a) the Company (including any investment in the notes), any
      Restricted Subsidiary or any Person that will, upon the making of such
      Investment, become a Restricted Subsidiary, provided that the primary
      business of such Restricted Subsidiary is a Permitted Business;

            (b) any Person if as a result of such Investment such Person is
      merged or consolidated with or into, or transfers or conveys all or
      substantially all its Property to, the Company or a Restricted Subsidiary,
      provided that such Person's primary business is a Permitted Business;

            (c) cash and Cash Equivalents;

                                     -104-

            (d) receivables owing to the Company or a Restricted Subsidiary, if
      created or acquired in the ordinary course of business and Investments by
      a Restricted Subsidiary in the Company or another Restricted Subsidiary;

            (e) payroll, travel, relocation and similar advances to cover
      matters that are expected at the time of such advances ultimately to be
      treated as expenses for accounting purposes and that are made in the
      ordinary course of business;

            (f) loans and advances to employees made in the ordinary course of
      business consistent with past practices of the Company or such Restricted
      Subsidiary;

            (g) stock, obligations or other securities received in settlement of
      debts created in the ordinary course of business and owing to the Company
      or a Restricted Subsidiary, whether pursuant to a plan of reorganization
      or otherwise, or in satisfaction of judgments;

            (h) any Person to the extent such Investment represents the non-cash
      portion of the consideration received in connection with an Asset Sale
      consummated in compliance with the covenant described under "--Certain
      Covenants--Limitation on Asset Sales";

            (i) other Investments made for Fair Market Value that do not exceed
      $35.0 million outstanding at any one time in the aggregate;

            (j) 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 receivables; and

            (k) any Investment made in a Special Purpose Vehicle in connection
      with a Qualified Securitization Transaction or to provide adequate capital
      to a Special Purpose Vehicle in anticipation of one or more Qualified
      Securitization Transactions.

      "Permitted Junior Securities" means:

            (a) Capital Stock in the Company or any Subsidiary Guarantor; or

            (b) debt securities that are subordinated to all Senior Debt and any
      debt securities issued in exchange for Senior Debt to substantially the
      same extent as, or to a greater extent than, the notes and the Subsidiary
      Guaranties are subordinated to Senior Debt under the indenture and have a
      Stated Maturity after (and do not provide for scheduled principal payments
      prior to) the stated maturity of any Senior Debt and any debt securities
      issued in exchange for Senior Debt;

provided, however, that, if such Capital Stock or debt securities are
distributed in a bankruptcy or insolvency proceeding of the Company or any
Subsidiary Guarantor, such Capital Stock or debt securities are distributed
pursuant to a plan of reorganization consented to by each class of Designated
Senior Debt.

      "Permitted Liens" means:

            (a) Liens to secure Debt and other obligations permitted to be
      Incurred under clause (b) of the second paragraph of the covenant
      described under "--Certain Covenants--Limitation on Debt";

            (b) Liens to secure Debt permitted to be Incurred under clause (c)
      of the second paragraph of the covenant described under "--Certain
      Covenants--Limitation on Debt", provided that any such Lien may not extend
      to any Property of the Company or any Restricted Subsidiary, other than
      the Property acquired, constructed or leased with the proceeds of such
      Debt and any improvements or accessions to such Property;

            (c) Liens for taxes, assessments or governmental charges or levies
      on the Property of the Company or any Restricted Subsidiary if the same
      shall not at the time be delinquent or thereafter can be paid without

                                     -105-

      penalty, or are being contested in good faith and by appropriate
      proceedings promptly instituted and diligently concluded, provided that
      any reserve or other appropriate provision that shall be required in
      conformity with GAAP shall have been made therefor;

            (d) Liens imposed by law, such as carriers', warehousemen's,
      workmen's, landlord's, repairmen's, operator's and mechanics' Liens and
      other similar Liens, on the Property of the Company or any Restricted
      Subsidiary arising in the ordinary course of business and securing payment
      of obligations that are not more than 60 days past due or are being
      contested in good faith and by appropriate proceedings;

            (e) Liens on the Property of the Company or any Restricted
      Subsidiary Incurred in the ordinary course of business to secure
      performance of obligations with respect to statutory or regulatory
      requirements, performance or return-of-money bonds, surety or appeal bonds
      or other obligations of a like nature and government contracts and
      Incurred in a manner not inconsistent with industry practice, in each case
      which are not Incurred in connection with the borrowing of money, the
      obtaining of advances or credit or the payment of the deferred purchase
      price of Property and which do not in the aggregate impair in any material
      respect the use of Property in the operation of the business of the
      Company and the Restricted Subsidiaries taken as a whole;

            (f) Liens on Property at the time the Company or any Restricted
      Subsidiary acquired such Property, including any acquisition by means of a
      merger or consolidation with or into the Company or any Restricted
      Subsidiary; provided, however, that any such Lien may not extend to any
      other Property of the Company or any Restricted Subsidiary; provided
      further, however, that such Liens shall not have been Incurred in
      anticipation of or in connection with the transaction or series of
      transactions pursuant to which such Property was acquired by the Company
      or any Restricted Subsidiary;

            (g) Liens on the Property of a Person at the time such Person
      becomes a Restricted Subsidiary; provided, however, that any such Lien may
      not extend to any other Property of the Company or any other Restricted
      Subsidiary that is not a direct Subsidiary of such Person; provided
      further, however, that any such Lien was not Incurred in anticipation of
      or in connection with the transaction or series of transactions pursuant
      to which such Person became a Restricted Subsidiary;

            (h) pledges or deposits by the Company or any Restricted Subsidiary
      under workmen's compensation laws, unemployment insurance laws, social
      security laws or similar legislation, or good faith deposits in connection
      with bids, tenders, contracts (other than for the payment of Debt) or
      leases to which the Company or any Restricted Subsidiary is party, or
      deposits to secure public or statutory or regulatory or contractual or
      warranty obligations of the Company, or deposits for the payment of rent,
      in each case Incurred in the ordinary course of business;

            (i) utility easements, building restrictions and such other
      encumbrances or charges against real Property as are of a nature generally
      existing with respect to properties of a similar character, and easements,
      rights-of-way, municipal and zoning ordinances and similar charges,
      encumbrances, title defects or other irregularities that do not materially
      interfere with the ordinary course of business of the Company or of any of
      its Restricted Subsidiaries;

            (j) financing statements under the Uniform Commercial Code (or
      equivalent statute or statutes) of any jurisdiction which reflects
      ownership by a third party of property leased to that Person or any of its
      Restricted Subsidiaries under a lease that is not in the nature of a
      conditional sale or title retention agreement or accounts, general
      intangibles or chattel paper sold to that Person;

            (k) Liens existing on the Issue Date not otherwise described in
      clauses (a) through (s) herein;

            (l) Liens on the Property of the Company or any Restricted
      Subsidiary to secure any Refinancing, in whole or in part, of any Debt
      secured by Liens referred to in clause (a), (b), (f), (g) or (j) above;
      provided, however, that any such Lien shall be limited to all or part of
      the same Property that secured the original Lien (together with
      improvements and accessions to such Property) and the aggregate principal
      amount of Debt that is secured by such Lien shall not be increased to an
      amount greater than the sum of:

                                     -106-

                (1) the outstanding principal amount, or, if greater, the
            committed amount, of the Debt secured by Liens described under
            clause (b), (f), (g) or (j) above, as the case may be, at the time
            the original Lien became a Permitted Lien under the indenture, and

                (2) an amount necessary to pay any fees and expenses,
            including premiums and defeasance costs, incurred by the Company or
            such Restricted Subsidiary in connection with such Refinancing; and

            (m) Liens arising from the rendering of a final judgment or order
      against the Company or any Restricted Subsidiary of the Company that does
      not give rise to an Event of Default;

            (n) Liens securing reimbursement obligations with respect to letters
      of credit incurred in accordance with the indenture that encumber
      documents and other property relating to such letters of credit and the
      products and proceeds thereof;

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

            (p) Liens arising out of consignment or similar arrangements for the
      sale of goods entered into by the Company or any Restricted Subsidiary in
      the ordinary course of business;

            (q) Liens granted in connection with a Qualified Securitization
      Transaction;

            (r) Liens on the outstanding Capital Stock or assets of Foreign
      Restricted Subsidiaries to secure any intercompany notes issued by a
      Foreign Restricted Subsidiary to the Company evidencing a loan by the
      Company to such Foreign Restricted Subsidiary of proceeds from the Senior
      Credit Facilities and to secure any guarantee of such intercompany notes
      by a Foreign Restricted Subsidiary;

            (s) Liens in favor of the trustee for the benefit of the holders of
      the notes; and

            (t) Liens not otherwise permitted by clauses (a) through (s) above
      encumbering Property having an aggregate Fair Market Value not in excess
      of 5.0% of Consolidated Net Tangible Assets, as determined based on the
      consolidated balance sheet of the Company as of the end of the most recent
      fiscal quarter ending at least 45 days prior to the date any such Lien
      shall be Incurred.

      "Permitted Refinancing Debt" means any Debt that Refinances any other
Debt, including any successive Refinancings, so long as:

            (a) such Debt is in an aggregate principal amount (or if Incurred
      with original issue discount, an aggregate issue price) not in excess of
      the sum of:

                (1) the aggregate principal amount (or if Incurred with
            original issue discount, the aggregate accreted value) then
            outstanding of the Debt being Refinanced, and

                (2) an amount necessary to pay any fees and expenses, including
            premiums and defeasance costs, related to such Refinancing,

            (b) the Average Life of such Debt is equal to or greater than the
      Average Life of the Debt being Refinanced,

            (c) the Stated Maturity of such Debt is no earlier than the Stated
      Maturity of the Debt being Refinanced, and

            (d) the new Debt shall not be senior in right of payment to the Debt
      that is being Refinanced;

provided, however, that Permitted Refinancing Debt shall not include:

                                     -107-

            (x) Debt of a Restricted Subsidiary that is not a Subsidiary
      Guarantor that Refinances Debt of the Company or a Subsidiary Guarantor,
      or

            (y) Debt of the Company or a Restricted Subsidiary that Refinances
      Debt of an Unrestricted Subsidiary.

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

      "Preferred Stock" means any Capital Stock of a Person, however designated,
which entitles the holder thereof to a preference with respect to the payment of
dividends, or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such Person, over shares of any other class of
Capital Stock issued by such Person.

      "Preferred Stock Dividends" means all dividends with respect to Preferred
Stock of Restricted Subsidiaries held by Persons other than the Company or a
Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be
equal to the quotient of such dividend divided by the difference between one and
the maximum statutory federal income rate (expressed as a decimal number between
1 and 0) then applicable to the issuer of such Preferred Stock.

      "pro forma" means, with respect to any calculation made or required to be
made pursuant to the terms hereof, a calculation performed in accordance with
Article 11 of Regulation S-X promulgated under the Securities Act, as
interpreted in good faith by the Company after consultation with the independent
certified public accountants of the Company, or otherwise a calculation made in
good faith by the Company after consultation with the independent certified
public accountants of the Company, as the case may be.

      "Property" means, with respect to any Person, any interest of such Person
in any kind of property or asset, whether real, personal or mixed, or tangible
or intangible, including Capital Stock in, and other securities of, any other
Person. For purposes of any calculation required pursuant to the indenture, the
value of any Property shall be its Fair Market Value.

      "Public Equity Offering" means an underwritten public offering of common
stock of the Company pursuant to an effective registration statement under the
Securities Act.

      "Purchase Money Debt" means Debt:

            (a) consisting of the deferred purchase price of property,
      conditional sale obligations, obligations under any title retention
      agreement, other purchase money obligations and obligations in respect of
      industrial revenue bonds, in each case where the maturity of such Debt
      does not exceed the anticipated useful life of the Property being
      financed, and

            (b) Incurred to finance the acquisition, construction or lease by
      the Company or a Restricted Subsidiary of such Property, including
      additions and improvements thereto;

provided, however, that such Debt is Incurred within 180 days after the
acquisition, construction or lease of such Property by the Company or such
Restricted Subsidiary.

      "Qualified Securitization Transaction" means any transaction or series of
transactions that may be entered into by the Company or any of the Restricted
Subsidiaries of the Company in connection with or reasonably related to a
transaction or series of transactions in which the Company or any of the
Restricted Subsidiaries of the Company may sell, convey or otherwise transfer to
(1) a Special Purpose Vehicle or (2) any other Person, or may grant a security
interest in, any equipment and related assets (including contract rights) or
Receivables or interests therein secured by goods or services financed thereby
(whether such Receivables are then existing or arising in the future) of the
Company or any of the Restricted Subsidiaries of the Company, and any assets
relating thereto including,

                                     -108-

without limitation, all security or ownership interests in goods or services
financed thereby, the proceeds of such Receivables, and other assets which are
customarily sold or in respect of which security interests are customarily
granted in connection with securitization transactions involving such assets, as
any agreement governing any such transactions may be renewed, refinanced,
amended, restated or modified from time to time.

      "Receivables" means any right of payment from or on behalf of any obligor,
whether constituting an account, chattel paper, instrument, general intangible
or otherwise, arising from the financing by the Company or any Restricted
Subsidiary of the Company of goods or services, and monies due thereunder,
security or ownership interests in the goods and services financed thereby,
records relating thereto, and the right to payment of any interest or finance
charges and other obligations with respect thereto, proceeds from claims on
insurance policies related thereto, any other proceeds related thereto, and
other related rights.

      "Reference Treasury Dealer" means Salomon Smith Barney, Inc., Deutsche
Bank Securities Inc. and their respective successors; provided, however, that if
any of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer.

      "Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.

      "Refinance" means, in respect of any Debt, to refinance, extend, renew,
refund, or Repay, or to issue other Debt, in exchange or replacement for, such
Debt. "Refinanced" and "Refinancing" shall have correlative meanings.

      "Repay" means, in respect of any Debt, to repay, prepay, repurchase,
redeem, legally defease or otherwise retire such Debt. "Repayment" and "Repaid"
shall have correlative meanings. For purposes of the covenant described under
"--Certain Covenants--Limitation on Asset Sales" and the definition of
"Consolidated Interest Coverage Ratio", Debt shall be considered to have been
Repaid only to the extent the related loan commitment, if any, shall have been
permanently reduced in connection therewith.

      "Representative" means the trustee, agent or representative expressly
authorized to act in such capacity, if any, for an issue of Senior Debt.

      "Restricted Payment" means:

            (a) any dividend or distribution (whether made in cash, securities
      or other Property) declared or paid on or with respect to any shares of
      Capital Stock of the Company or any Restricted Subsidiary (including any
      payment in connection with any merger or consolidation with or into the
      Company or any Restricted Subsidiary), except for any dividend or
      distribution that is made solely to the Company or a Restricted Subsidiary
      (and, if such Restricted Subsidiary is not a Wholly Owned Restricted
      Subsidiary, to the other shareholders of such Restricted Subsidiary on a
      pro rata basis or on a basis that results in the receipt by the Company or
      a Restricted Subsidiary of dividends or distributions of greater value
      than it would receive on a pro rata basis) or any dividend or distribution
      payable solely in shares of Capital Stock (other than Disqualified Stock)
      of the Company;

            (b) the purchase, repurchase, redemption, acquisition or retirement
      for value of any Capital Stock of the Company or any Restricted Subsidiary
      (other than from the Company or a Restricted Subsidiary) or any securities
      exchangeable for or convertible into any such Capital Stock, including the
      exercise of any option to exchange any Capital Stock (other than for or
      into Capital Stock of the Company that is not Disqualified Stock);

            (c) the purchase, repurchase, redemption, acquisition or retirement
      for value, prior to the date for any scheduled maturity, sinking fund or
      amortization or other installment payment, of any Subordinated Obligation
      (other than the purchase, repurchase or other acquisition of any
      Subordinated Obligation purchased

                                     -109-

      in anticipation of satisfying a scheduled maturity, sinking fund or
      amortization or other installment obligation, in each case due within one
      year of the date of acquisition); or

            (d) any Investment (other than a Permitted Investment) in any
      Person.

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

      "S&P" means Standard & Poor's Ratings Service or any successor to the
rating agency business thereof.

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

      "Senior Credit Facility" Amended and Restated Senior Secured Credit
Facility, dated as of August 23, 2002, among the Company, Greif Spain Holdings,
S.L., Greif Canada, Van Leer (UK) Ltd., Royal Packaging Industries Van Leer NV,
and Van Leer Australia PTY. Ltd., as borrowers, a syndicate of financial
institutions, as lenders, Salomon Smith Barney Inc., as joint lead arranger and
sole book-runner, CitiCorp North America, Inc., as administrative agent,
Deutsche Bank Trust Company Americas and KeyBank National Bank Association, as
co-syndication agents, Sun Trust Bank, as documentation agent, and Deutsche Bank
Securities Inc, as joint lead arranger, including any related notes, collateral
documents, letters of credit and documentation and guarantees and any
appendices, exhibits or schedules to any of the foregoing, as any or all of such
agreements may be in effect from time to time, in each case, as any or all of
such agreements (or any other agreement that renews, refunds, refinances,
restructures, replaces, repays or extends any or all of such agreements or any
of the foregoing other agreements) may be amended, restated, modified or
supplemented from time to time, or renewed, refunded, refinanced, restructured,
replaced, repaid or extended from time to time, whether with the original agents
and lenders or other agents and lenders or otherwise, and whether provided under
the original credit agreement or one or more other credit agreements or
otherwise.

      "Senior Debt" of the Company means:

            (a) all obligations consisting of the principal, premium, if any,
      and accrued and unpaid interest (including interest accruing on or after
      the filing of any petition in bankruptcy or for reorganization relating to
      the Company whether or not post-filing interest is allowed in such
      proceeding) in respect of:

                (1) Debt of the Company for borrowed money, and

                (2) Debt of the Company evidenced by notes, debentures, bonds
            or other similar instruments permitted under the indenture for the
            payment of which the Company is responsible or liable;

            (b) all Capital Lease Obligations of the Company and all
      Attributable Debt in respect of sale and leaseback transactions entered
      into by the Company;

            (c) all obligations of the Company

                (1) for the reimbursement of any obligor on any letter of
            credit, bankers' acceptance or similar credit transaction,

                (2) under Hedging Obligations, or

                (3) issued or assumed as the deferred purchase price of
            Property and all conditional sale obligations of the Company and all
            obligations under any title retention agreement permitted under the
            indenture; and

            (d) all obligations of other Persons of the type referred to in
      clauses (a), (b) and (c) for the payment of which the Company is
      responsible or liable as Guarantor;

provided, however, that Senior Debt shall not include:

                                     -110-

            (A) Debt of the Company that is by its terms subordinate or pari
      passu in right of payment to the notes, including any Senior Subordinated
      Debt or any Subordinated Obligations;

            (B) any Debt Incurred in violation of the provisions of the
      indenture;

            (C) accounts payable or any other obligations of the Company to
      trade creditors created or assumed by the Company in the ordinary course
      of business in connection with the obtaining of materials or services
      (including Guarantees thereof or instruments evidencing such liabilities);

            (D) any liability for federal, state, local or other taxes owed or
      owing by the Company;

            (E) any obligation of the Company to any Subsidiary; or

            (F) any obligations with respect to any Capital Stock of the
      Company.

      "Senior Debt" of any Subsidiary Guarantor has a correlative meaning.

      "Senior Subordinated Debt" of the Company means the notes and any other
subordinated Debt of the Company that specifically provides that such Debt is to
rank pari passu with the notes and is not subordinated by its terms to any other
subordinated Debt or other obligation of the Company which is not Senior Debt.
"Senior Subordinated Debt" of any Subsidiary Guarantor has a correlative
meaning.

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

      "Special Purpose Vehicle" means a bankruptcy-remote entity or trust or
other special purpose entity which is formed by us, any Subsidiary of ours or
any other Person for the purpose of, and engages in no material business other
than in connection with a Qualified Securitization Transaction or other similar
transactions of Receivables or other similar or related assets.

      "Special Interest" means the additional interest, if any, to be paid on
the notes as described under "Exchange Offer; Registration Rights."

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

      "Subordinated Obligation" means any Debt of the Company or any Subsidiary
Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is
subordinate or junior in right of payment to the notes or the applicable
Subsidiary Guaranty pursuant to a written agreement to that effect.

      "Subsidiary" means, in respect of any Person, any corporation, company
(including any limited liability company), association, partnership, joint
venture or other business entity of which a majority of the total voting power
of the Voting Stock is at the time owned or controlled, directly or indirectly,
by:

            (a) such Person,

            (b) such Person and one or more Subsidiaries of such Person, or

            (c) one or more Subsidiaries of such Person.

Notwithstanding the foregoing, CorrChoice shall not be deemed a Subsidiary
unless and until its financial results are required to be consolidated with the
Company's financial results under generally accepted accounting principles.

                                     -111-

      "Subsidiary Guarantor" means each Domestic Restricted Subsidiary and
Soterra and any other Person that becomes a Subsidiary Guarantor pursuant to the
covenant described under "--Certain Covenants--Future Subsidiary Guarantors."

      "Subsidiary Guaranty" means a Guarantee on the terms set forth in the
indenture by a Subsidiary Guarantor of the Company's obligations with respect to
the notes.

      "Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the yield to maturity of the Comparable Treasury Issue,
compounded semi-annually, assuming a price for such Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

      "Unrestricted Subsidiary" means Soterra LLC and any other Subsidiary of
the Company (or any successor to any of them) that is designated by our Board of
Directors as an Unrestricted Subsidiary pursuant to a board resolution, but only
to the extent that such Subsidiary (including Soterra):

            (a) has no Debt other than Non-Recourse Debt (it being understood
      that, in the case of Soterra, the Guarantee by Soterra of the notes and
      the Senior Credit Facility shall be deemed to constitute the Incurrence by
      Soterra of Debt that is Non-Recourse Debt);

            (b) is not party to any agreement, contract, arrangement or
      understanding with the Company or any Restricted Subsidiary unless the
      terms of any such agreement, contract, arrangement or understanding are no
      less favorable to us or such Restricted Subsidiary than those that might
      be obtained at the time from Persons who are not Affiliates of the
      Company;

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

            (d) does not guarantee or otherwise directly or indirectly provide
      credit support for any Indebtedness of the Company or any Restricted
      Subsidiary, excluding the notes; and

            (e) has at least one director on its Board of Directors that is not
      a director or executive officer of the Company or any Restricted
      Subsidiary and has at least one executive officer that is not a director
      or executive officer of the Company or any Restricted Subsidiary.

      Notwithstanding the foregoing, Soterra shall only be required to comply
with clauses (a) and (c) above to be deemed an Unrestricted Subsidiary and
CorrChoice, if it becomes a Subsidiary, shall only be required to comply with
clauses (a), (c), (d) and (e) to be deemed an Unrestricted Subsidiary.

      Any designation of a Subsidiary 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 "--Restricted Payments" covenant. 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 the indenture and any Debt of such Subsidiary will be
deemed to be incurred by a Restricted Subsidiary as of such date and, if such
Indebtedness is not permitted to be incurred as of such date under the
"--Limitation on Debt" covenant, we will be in default of such covenant. Our
Board of Directors 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 Debt by one of our Restricted Subsidiaries of any outstanding Debt
of such Unrestricted Subsidiary and such designation will only be permitted if
(1) such Debt is permitted under the "--Limitation on Debt" covenant, calculated
on a pro forma basis as if such designation had occurred at the beginning of the
four-quarter reference period; (2) no Default or Event of Default would be in
existence following such designation; and (3) if such Subsidiary is a Domestic
Subsidiary, such Subsidiary executes and delivers to the trustee a supplemental
indenture providing for a Subsidiary Guarantee.

                                     -112-

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

      "Voting Stock" of any Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

      "Wholly Owned Restricted Subsidiary" means, at any time, a Restricted
Subsidiary all the Voting Stock of which (except directors' qualifying shares)
is at such time owned, directly or indirectly, by the Company and its other
Wholly Owned Subsidiaries.

                                     -113-

                         BOOK-ENTRY, DELIVERY AND FORMS

The Global Notes

         We will initially issue the exchange notes in the form of one or more
registered notes in global form, without interest coupons (collectively, the
"Global Notes"). The Global Notes will be deposited with, or on behalf of, The
Depository Trust Company ("DTC") and registered in the name of Cede & Co as
nominee of DTC, or will remain in the custody of the Trustee pursuant to the
FAST Balance Certificate between DTC and the Trustee. Except as set forth below,
the Global Notes may be transferred, in whole and not in part, only to another
nominee of DTC or to a successor of DTC or its nominee. You may hold your
beneficial interests in a Global Note directly through DTC if you have an
account with DTC or indirectly through organizations which have accounts with
DTC. Beneficial interest in a Global Note may not be exchanged for notes in
physical, certificated form ("Certificated Notes") except in the limited
circumstances described below. All interests in a Global Note may be subject to
the procedures and requirements of DTC.

Exchange Among the Global Notes

         Any beneficial interest in one of the Global Notes that is transferred
to a person who takes delivery in the form of an interest on another Global Note
will, upon transfer, cease to be an interest in such Global Notes and become an
interest on the other Global Note and, accordingly, will thereafter be subject
to all transfer restrictions, if any, and other procedures applicable to
beneficial interests in such other Global Note for as long as it remains such an
interest.

Certain Book-Entry Procedures for the Global Notes

         The descriptions of the operations and procedures of DTC set forth
below are provided solely as a matter of convenience. These operations and
procedures are solely within the control of the respective settlement systems
and are subject to change by them from time to time. We do not take any
responsibility for these operations or procedures, and investors are urged to
contact the system or its participants directly to discuss these matter.

         DTC has advised us that it is:

         . a limited-purpose trust company organized under the laws of the State
           of New York;
         . a "banking organization" within the meaning of the New York Banking
           Law;
         . a member of the Federal Reserve System;
         . a "clearing corporation" within the meaning of the Uniform Commercial
           Code, as amended; and
         . "a clearing agency" registered pursuant to the provisions of Section
           17A of the Exchange Act.

         DTC was created to hold securities of institutions that have accounts
with the DTC (collectively, the "participants") and to facilitate the clearance
and settlement of securities transactions amongst its participants in such
securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC's participants include securities brokers and dealers
(including the initial purchasers), banks, trust companies, clearing
corporations and certain other organizations. Indirect access to DTC's
book-entry system is also available to others such as banks, brokers, dealers
and trust companies (collectively, the "indirect participants") that clear
through or maintain a custodial relationship with a participant, whether
directly or indirectly. Investors who are not participants may beneficial own
securities held by or on behalf of DTC only through participants or indirect
participants.

         We expect that pursuant to procedures established by DTC, upon the
deposit of a Global Note with DTC, DTC will credit, on its book-entry
registration and transfer system, the amount represented by such Global Note to
the accounts of participants. The accounts to be credited shall be designated by
the purchasers. Ownership of beneficial interests in a Global Note will be
limited to participants or persons that may hold interests through participants.
Ownership of beneficial interests in a Global Note will be shown on, and the
transfer of those

                                     -114-

ownership interests will be effected only through, records maintained by DTC
(with respect to participant's interests), the participants and the indirect
participants (with respect to the owners of beneficial interests in the Global
Note other than participants).

         The laws of some jurisdictions may require that certain purchasers of
securities take physical delivery of such securities in definitive form.
Accordingly, the ability to transfer interests in the exchange notes represented
by a Global Note to such persons may be limited. In addition, because DTC can
act on behalf of its participants, who in turn act on behalf of persons who hold
interest through participants, the ability of a person having an interest in
exchange notes represented by a Global Note to pledge or transfer such interest
to persons or entities that do not participate in DTC's system, or to otherwise
take actions in respect of such interest, may be affected by the lack of a
physical definitive security in respect of such interest.

         So long as DTC, or its nominee, is the registered holder and owner of
the Global Notes, DTC or such nominee, as the case may be, will be considered
the sole legal owner and holder of the exchange notes evidenced by the Global
Note for all purposes under the indenture. Except as set forth below, as an
owner of a beneficial interest in a Global Note, you will not be entitled to
have the exchange note represented by such Global Note registered in your name,
will not receive or be entitled to receive physical delivery of Certificated
Notes and will not be considered to be the owner or holder thereof under the
indenture for any purpose, including with respect to giving direction,
instruction or approval to the Trustee thereunder. Accordingly, each holder
owning a beneficial interest in a Global Note must rely on the procedures of DTC
and, if such holder is not a participant or indirect participant, on the
procedures of the participant through which such holder owns its interest, to
exercise any rights of a holder of exchange notes under the indenture or such
Global Note. We understand that under existing industry practice, in the event
an owner of a beneficial interest in a Global Note desires to take any action
that DTC, as the holder of such Global Note, is entitled to take, DTC would
authorize the participants to take such action, and the participants would
authorize beneficial owners owning through such participants to take such action
or would otherwise act upon the instructions of beneficial owners owning through
them. Neither we nor the trustee will have any responsibility or liability for
any aspect of the records relating to or payments made on account of exchange
notes by DTC, or for maintaining, supervising or reviewing any records of DTC
relating to such notes.

         We will make payments of principal of, premium, if any, and interest on
exchange notes represented by a Global Note registered in the name of and held
by DTC or its nominee on the applicable record date to or at the direction of
DTC or its nominee, as the case may be, as the registered owner and holder of
the Global Notes representing such exchange notes under the indenture. Under the
terms of the indenture, we and the trustee may treat the persons in whose names
the exchange notes, including the Global Notes, are registered as the owners
thereof for the purpose of receiving payment thereon and for any and all other
purposes whatsoever. We expect that DTC or its nominee, upon receipt of any
payment of principal of, premium, if any, or interest on the exchange notes will
credit participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such exchange notes,
as shown on the records of DTC or its nominee. We also expect that payments by
participants or indirect participants to owners of beneficial interests in a
Global Note held through such participants or indirect participants be governed
by standing instructions and customary practices and will be the responsibility
of such participants or indirect participants. We will not have any
responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests in the Global Notes
or for other aspects of the relationship between DTC and its participants or
indirect participants or the participants or indirect participants and the
owners of beneficial interests in a Global Note owning through such
participants.

         Transfers between participants in DTC will be effected in accordance
with DTC's procedures, and will be settled in same-day funds.

Certificated Notes

         Subject to certain conditions, the exchange notes represented by the
Global Note are exchangeable for Certificated Notes in definitive form of like
tenor only if:

                                     -115-

         .  DTC notifies us that it is unwilling or unable to continue to act
            as a depositary or DTC ceases to be a clearing agency registered
            under the Exchange Act for the Global Notes and, in either case, a
            qualified successor depositary for the Global Notes is not appointed
            within 90 days of such notice or cessation;

         .  we, in our discretion, at any time notify the trustee that we elect
            to cause the issuance of the Certificated Notes in exchange for all
            or any part of the notes represented by a Global Note of Global
            Notes; or

         .  a default entitling the holders of the notes to accelerate the
            maturity thereof has occurred and is continuing and the registrar
            has received a request from DTC.

         In the event of any of the foregoing, DTC shall surrender such Global
Note or Global Notes to the trustee for cancellation and we shall execute, and
the trustee shall authenticate and deliver, Certificated Notes in exchange for
such Global Note or Global Notes. Upon any such issuance, the trustee is
required to register such Certificate Notes in the name of such person or
persons (or nominees of any thereof) and cause the same to be delivered thereto.

         Neither we nor the trustee shall be liable for any delay by DTC or any
participant or indirect participant in identifying the beneficial owners of the
related exchange notes and each such person may conclusively rely on, and shall
be protected in relying on, instructions from DTC for all purposes (including
with respect to the registration and delivery, and the respective principal
amounts, of the exchange notes to be issued).

                                     -116-

                CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS

      The following general discussion summarizes certain material U.S. federal
income tax aspects of the acquisition, ownership and disposition of the notes.
This discussion is a summary for general information only and does not consider
all aspects of U.S. federal income taxation that may be relevant to the
acquisition, ownership and disposition of the notes by a prospective investor in
light of his, her or its personal circumstances. This discussion is limited to
the U.S. federal income tax consequences to persons who are beneficial owners of
the notes and who hold the notes as capital assets within the meaning of Section
1221 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"). This
discussion does not address the U.S. federal income tax consequences to
investors subject to special treatment under the federal income tax laws, such
as dealers in securities or foreign currency, tax-exempt entities, banks,
thrifts, insurance companies, persons that hold the notes as part of a
"straddle," as part of a "hedge" against currency risk, or as part of a
"conversion transaction," persons that have a "functional currency" other than
the U.S. dollar, and investors in pass-through entities that hold the notes. In
addition, this discussion is generally limited to the tax consequences to
initial holders that purchase the notes at the "issue price," which for this
purpose is the first price at which a substantial amount of the notes are sold
to the public for money, excluding sales to bond houses, brokers or similar
persons acting in the capacity of underwriters, placement agents or wholesalers.
This discussion does not describe any tax consequences arising out of the tax
laws of any state, local or foreign jurisdiction, or, except to a limited extent
under the caption "Non-U.S. Holders," any possible applicability of U.S. federal
gift or estate tax.

      This summary is based upon the Code, existing and proposed regulations
thereunder, and current administrative rulings and court decisions, all as in
effect on the date of this prospectus. All of the foregoing are subject to
change, possibly on a retroactive basis, and any such change could affect the
continuing validity of this discussion.

      Persons considering the purchase of notes should consult their own tax
advisors concerning the application of U.S. federal income tax laws, as well as
the law of any state, local or foreign taxing jurisdiction, to their particular
situations.

U.S. Holders

         The following discussion is limited to the U.S. federal income tax
consequences to a holder of a note that is:

         .  a citizen or resident of the United States, including an alien
            resident who is a lawful permanent resident of the United States or
            meets the "substantial presence" test under Section 7701(b) of the
            Code;
         .  a corporation created or organized in the United States or under the
            laws of the United States or any political subdivision thereof;
         .  an estate whose income is includible in gross income for United
            States federal income tax purposes regardless of its source; or
         .  a trust, if a U.S. court is able to exercise primary supervision
            over administration of the trust and one or more United States
            persons have the authority to control all substantial decisions of
            the trust (each a "U.S. Holder").

      Stated Interest. Interest on the notes will be taxable to a U.S. Holder as
ordinary interest income at the time it accrues or is received in accordance
with such holder's method of accounting for U.S. federal income tax purposes.
The notes are not expected to be issued to investors with "original issues
discount" for U.S. federal income tax purposes.

      Special Interest. Our failure to cause to be declared effective an
Exchange Offer Registration Statement or a Shelf Registration Statement, as
described under "Exchange Offer; Registration Rights," will cause Special
Interest to accrue on the notes in the manner described therein. According to
the applicable Treasury Regulations, the possibility of a change in the interest
rate on the notes will not affect the amount or timing of interest income
recognized by a holder of notes if the likelihood of the change, as of the date
the notes are issued, is remote. We intend to take the position that the
likelihood of the payment of Special Interest with respect to the notes is
remote

                                     -117-

and do not intend to treat the possibility of a change in the interest rate as
affecting the yield to maturity of the notes. Accordingly, any Special Interest
payable to the holders of the notes in this event should be includible in gross
income by a U.S. Holder at the time the payment is paid or accrues in accordance
with the U.S. Holder's regular method of tax accounting. Similarly, we intend to
take the position that the likelihood of a redemption or repurchase is remote
under applicable Treasury regulations and similarly do not intend to treat those
possibilities as affecting the yield to maturity of the notes.

      Sale, Exchange or Redemption of the Notes. Unless a nonrecognition
provision applies, upon the disposition of a note by sale, exchange or
redemption, a U.S. Holder generally will recognize gain or loss equal to the
difference between (i) the amount realized on the disposition (other than
amounts attributable to accrued interest not yet taken into income) and (ii) the
U.S. Holder's adjusted tax basis in the notes. A U.S. Holder's adjusted tax
basis in a note generally will equal the cost of the notes (net of accrued
interest) to the U.S. Holder.

      Such gain or loss generally will constitute capital gain or loss and will
be long-term capital gain or loss if the U.S. Holder has held the notes for
longer than one year. If the U.S. Holder is an individual, any capital gain
generally will be subject to U.S. federal income tax at preferential rates if
specified minimum holding periods are met. The deductibility of capital losses
is subject to certain limitations. Any gain or loss recognized by a U.S. Holder
on the sale, exchange or disposition of a note will generally be treated as U.S.
source for purposes of computing the U.S. foreign tax credit limitation.

      Exchange Offer. The exchange of the privately placed notes for publicly
registered notes pursuant to the Exchange Offer should not constitute a material
modification of the terms of the notes and therefore should not constitute a
taxable event for U.S. federal income tax purposes. In that event, the exchange
would have no U.S. federal income tax consequences to a U.S. Holder, so that the
U.S. Holder's holding period and adjusted tax basis for a note would not be
affected, and the U.S. Holder would continue to take into account income in
respect of a note in the same manner as before the exchange.

      Backup Withholding. A U.S. Holder of notes may be subject, under certain
circumstances, to backup withholding at a rate (currently 30%) with respect to
payments of interest on, and gross proceeds from a sale or other disposition of,
the notes. These backup withholding rules apply if the U.S. Holder, among other
things:

      .  fails to furnish a social security number or other taxpayer
         identification number ("TIN") certified under penalties of perjury
         within a reasonable time after the request therefor;

      .  furnishes an incorrect TIN;

      .  fails to properly report interest; or

      .  under certain circumstances, fails to provide a certified statement,
         signed under penalties of perjury, that the TIN furnished is the
         correct number and that such U.S. Holder is not subject to backup
         withholding.

      A U.S. Holder of notes who does not provide his, her or its correct TIN
may be subject to penalties imposed by the U.S. Internal Revenue Service (the
"IRS"). Any amount paid as backup withholding is creditable against the U.S.
Holder's federal income tax liability, provided the requisite information is
provided to the IRS. Certain persons are exempt from backup withholding,
including corporations and tax-exempt entities, provided their exemption from
backup withholding is properly established. U.S. Holders of notes should consult
their tax advisors as to their qualifications for exemption from withholding and
the procedure for obtaining such exemption.

      We will report to the holders of the notes and the IRS the amount of any
"reportable payments" made by us and any amount withheld with respect to the
notes during the calendar year.

Non-U.S. Holders

      The following discussion is limited to the U.S. federal income and estate
tax consequences to a holder of notes that is an individual, corporation, estate
or trust other than a U.S. Holder (a "Non-U.S. Holder"). For purposes of the
discussion below, interest and gain on the sale, exchange or other disposition
of notes will be considered to be "U.S. trade or business income" if such income
or gain is:

                                     -118-

      .  effectively connected with the conduct of a U.S. trade or business or
      .  in the case of a treaty resident, attributable to a U.S. permanent
         establishment (or, in the case of an individual, a fixed base) in the
         United States.

      Stated Interest. Generally, interest (including Special Interest) paid to
a Non-U.S. Holder of a notes will not be subject to United States federal income
or withholding tax if such interest is not U.S. trade or business income and is
"portfolio interest." Generally, interest on the notes will qualify as portfolio
interest if the Non-U.S. Holder:

      .  does not actually or constructively own 10% or more of the total
         combined voting power of all classes of our stock;

      .  is not a controlled foreign corporation with respect to which we are a
         "related person" within the meaning of the Code; and

      .  certifies, under penalties of perjury, that such holder is not a
         United States person and provides such holder's name and address.

      The gross amount of payments of interest that do not qualify for the
portfolio interest exception and that are not U.S. trade or business income will
be subject to U.S. withholding tax at a rate of 30% unless a treaty applies to
reduce or eliminate withholding. U.S. trade or business income will be taxed at
regular graduated U.S. rates rather than the 30% gross rate. In the case of a
Non-U.S. Holder that is a corporation, such U.S. trade or business income also
may be subject to the branch profits tax. To claim an exemption from
withholding, or to claim the benefits of a treaty, a Non-U.S. Holder must
provide a properly executed Form W-8BEN or W-8ECI, as applicable, prior to the
payment of interest. These forms must be periodically updated. A Non-U.S. Holder
who is claiming the benefits of a treaty may be required, in certain instances,
to obtain a U.S. taxpayer identification number and to provide certain
documentary evidence issued by foreign governmental authorities to prove
residence in the foreign country. Also, special procedures are provided under
applicable regulations for payments through qualified intermediaries.

      Sale, Exchange or Redemption or Notes. Except as described below and
subject to the discussion concerning backup withholding, any gain realized by a
Non-U.S. Holder on the sale, exchange or redemption of a notes generally will
not be subject to U.S. federal income tax, unless:

      .  such gain is U.S. trade or business income;

      .  subject to certain exceptions, the Non-U.S. Holder is an individual who
         holds the notes as a capital asset and is present in the United States
         for 183 days or more in the taxable year of the disposition; or

      .  the Non-U.S. Holder is subject to tax pursuant to the provisions of
         U.S. tax law applicable to certain U.S. expatriates.

      Federal Estate Tax. Notes held (or treated as held) by an individual who
is a Non-U.S. Holder at the time of his death will not be subject to U.S.
federal estate tax, provided that the individual does not actually or
constructively own 10% or more of the total voting power of our voting stock and
income on the notes was not U.S. trade or business income.

      Information Reporting and Backup Withholding. We must report annually to
the IRS and to each Non-U.S. Holder any interest that is paid to the Non-U.S.
Holder. Copies of these information returns also may be made available under the
provisions of a specific treaty or other agreement to the tax authorities of the
country in which the Non-U.S. Holder resides.

      Treasury regulations provide that the backup withholding tax (currently
30%)and certain information reporting will not apply to such payments of
interest with respect to which either the requisite certification, as described
above, has been received or an exemption otherwise has been established,
provided that neither we nor our paying agent have actual knowledge that the
holder is a United States person or that the conditions of any other exemption
are not, in fact, satisfied.

                                     -119-

      The payment of the proceeds from the disposition of the notes to or
through the United States office of any broker, U.S. or foreign, will be subject
to information reporting and possible backup withholding unless the owner
certifies as to its non-U.S. status under penalties of perjury or otherwise
establishes an exemption, provided that the broker does not have actual
knowledge that the holder is a United States person or that the conditions of
any other exemption are not, in fact, satisfied. The payment of the proceeds
from the disposition of the notes to or through a non-U.S. office of a non-U.S.
broker will not be subject to information reporting or backup withholding unless
the non-U.S. broker has certain types of relationships with the United States (a
"U.S. related person"). In the case of the payment of the proceeds from the
disposition of the notes to or through a non-U.S. office of a broker that is
either a U.S. person or a U.S. related person, the Treasury regulations require
information reporting (but not back-up withholding) on the payment unless the
broker has documentary evidence in its files that the owner is a Non-U.S. Holder
and the broker has no knowledge to the contrary.

      Backup withholding is not an additional tax. Any amounts withheld under
the backup withholding rules may be refunded or credited against the Non-U.S.
Holder's United States federal income tax liability, provided that the required
information is provided to the IRS.

      THE PRECEDING DISCUSSION OF THE MATERIAL FEDERAL INCOME TAX CONSEQUENCES
IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, EACH
INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN TAX ADVISOR AS TO PARTICULAR TAX
CONSEQUENCES TO IT OF PURCHASING, HOLDING AND DISPOSING OF NOTES, INCLUDING THE
APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, AND OF ANY
PROPOSED CHANGES IN APPLICABLE LAW.

                                     -120-

                              PLAN OF DISTRIBUTION

         Each broker-dealer that receives exchange notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of exchange notes received in
exchange for original notes where such original notes were acquired as a result
of market-making activities or other trading activities. We have agreed that,
starting on the expiration date of the exchange offer and ending on the close of
business one year after the expiration date, we will make this prospectus, as
amended or supplemented, available to any broker-dealer for use in connection
with any such resale. In addition, until __________, 200__, all dealers
effecting transactions in the exchange notes may be required to deliver a
prospectus.

         We will not receive any proceeds from any sale of exchange notes by
brokers-dealers. Exchange notes received by broker-dealers for their own account
pursuant to the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the exchange notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such exchange notes. Any
broker-dealer that resells exchange notes that were received by it for its own
account pursuant to the exchange offer and any broker or dealer that
participates in a distribution of such exchange notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit of any
such resale of exchange notes and any commissions or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act. The letter of transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a broker-dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

         For a period of one year after the expiration date, we will promptly
send additional copies of this prospectus and any amendment of the exchange
offer supplement to this prospectus to any broker-dealer that requests such
documents in the letter of transmittal. We have agreed to pay all expenses
incident to this exchange offer (including the expenses of one counsel for the
holder of the original notes) other than commissions or concessions of any
brokers or dealers and will indemnify the holders of the original notes
(including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.

                       WHERE YOU CAN FIND MORE INFORMATION

         Because the original notes were sold pursuant to exemptions from
registration under the Securities Act, they are subject to transfer
restrictions. In connection with the issuance of the original notes, we entered
into a registration rights agreement with the initial purchasers in which we
agreed to either: (a) file with the SEC a registration statement covering the
exchange notes, use our best efforts to cause the registration statement to
become effective under the Securities Act, and upon effectiveness of the
registration statement, to complete the exchange offer; or (b) cause the resale
of the original notes to be registered under the Securities Act pursuant to a
resale shelf registration statement. Pursuant to the registration rights
agreement, we have filed a registration statement on Form S-4 with the SEC under
the Securities Act with respect to the exchange notes. This prospectus, which
constitutes a part of the registration statement on Form S-4, does not contain
all the information set forth in the registration statement, certain parts of
which are omitted in accordance with the rules and regulations of the SEC. We
are referring you to the registration statement and to the exhibits for further
information with respect to us and the exchange notes. The statements contained
in this prospectus concerning the provisions of any document are not necessarily
complete, and, in each instance, we refer you to the copy of such document filed
as an exhibit to the registration statement or otherwise filed with the SEC.
Each such statement is qualified in its entirety by such reference.

         We are subject to the informational requirements of the Exchange Act
and, in accordance therewith, we file annual, quarterly and current reports,
proxy statements and other information with the SEC. Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies

                                     -121-

of such material by mail from the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Please call the
SEC at 1-800-SEC-0330 for more information on the public reference rooms. You
can also find our SEC reports at the SEC website (http://www.sec.gov). Such
reports, proxy statements and other documents and information concerning us are
also available for inspection at the offices of Nasdaq, 1735 K Street, N.W.,
Washington D.C. 20006.

                                  LEGAL MATTERS

      The validity of the exchange notes will be passed upon for us by Baker &
Hostetler LLP, Columbus, Ohio. Daniel J. Gunsett, a partner of Baker & Hostetler
LLP, is a director of our company. As of September 1, 2002, Mr. Gunsett
beneficially owned 14,000 shares of our Class A Common Stock and 1,000 shares of
our Class B Common Stock.

                                     EXPERTS

      Our consolidated financial statements as of October 31, 2001
and 2000 and for each of the three years in the period ended October 31, 2001,
appearing in this Prospectus and Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein, and are included in reliance upon such report given
on the authority of such firm as experts in accounting and auditing.

                                     -122-

              UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

      In March 2001, we acquired Van Leer Industrial Packaging. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--General-Recent Acquisitions." The following unaudited pro forma
condensed combined statement of income for the year ended October 31, 2001, was
prepared to illustrate the pro forma effects of the Van Leer Industrial
Packaging acquisition as if that transaction had occurred as of November 1,
2000. Our historical consolidated statement of income for the year ended October
31, 2001, includes the operating results of Van Leer Industrial Packaging from
March 1, 2001.

      Because we consummated the Van Leer Industrial Packaging acquisition in
March 2001, our October 31, 2001 historical balance sheet includes the acquired
Van Leer Industrial Packaging assets and liabilities, and the financing effects
of the acquisition. See Note 2 (Van Leer Industrial Packaging Acquisition)
included in the Notes to Consolidated Financial Statements for the Years Ended
October 31, 2001, 2000 and 1999 included elsewhere in this prospectus. See also
the combined financial statements and related notes for Van Leer Industrial
Packaging included elsewhere in this prospectus.

      The pro forma adjustments reflect the acquisition of Van Leer Industrial
Packaging and are based upon certain assumptions that we believe are reasonable.
The pro forma amounts do not include anticipated synergies from the acquisition,
nor do they include the anticipated savings associated with the consolidated
activities of Van Leer Industrial Packaging and our other locations existing
prior to the acquisition date. All of the consolidation activities result from
our acquisition of Van Leer Industrial Packaging. The unaudited pro forma
condensed combined statement of income and accompanying notes should be read in
conjunction with the historical financial statements of Van Leer Industrial
Packaging and us and the related notes thereto included elsewhere in this
prospectus.

      We are providing this unaudited pro forma condensed combined statement of
income because we believe it provides useful information as to pro forma
results, including the results of Van Leer Industrial Packaging for the 12-month
period ended October 31, 2001. However, the unaudited pro forma condensed
combined statement of income is provided for informational purposes only and
does not purport to represent what our results of operations would actually have
been if the Van Leer Industrial Packaging acquisition had in fact occurred on
November 1, 2000, or to project our results of operations for any future period
of time.

                                      P-1

                             GREIF BROS. CORPORATION

                PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

                       For the Year Ended October 31, 2001
              (U.S. dollars in millions, except per share amounts)
                                   (Unaudited)

                                                                 Greif Bros.                Pro Forma            Pro Forma
                                                                Corporation(a) Van Leer(b)  Adjustment            Results
                                                                -------------- -----------  ----------           ---------
                                                                                                     
Net sales ....................................................    $1,456.0       $291.3       $ (1.0)(c)          $1,746.3
Gain on sale of timberland ...................................        79.7         --           --                    79.7
Other income, net ............................................         6.3         (1.7)                               4.6
                                                                  --------       ------       ------              --------
                                                                   1,542.0        289.6         (1.0)              1,830.6
                                                                  --------       ------       ------              --------
Cost of products sold ........................................     1,152.6        246.8          0.3(c), (d), (e)  1,399.7
Selling, general and administrative expenses .................       204.7         48.0          2.7(f)              255.4
Restructuring charge .........................................        11.5         --           --                    11.5
Interest expense, net ........................................        45.2         (2.0)        18.5(g)               61.7
                                                                  --------       ------       ------              --------
                                                                   1,414.0        292.8         21.5               1,728.3
                                                                  --------       ------       ------              --------

Income before income taxes, minority interest in income of
   consolidated subsidiaries and equity in earnings of
   affiliates ................................................       128.0         (3.2)       (22.5)                102.3
Income taxes .................................................        48.5         --           (9.7)(h)              38.8
                                                                  --------       ------       ------              --------
Income before minority interest in income of consolidated
   subsidiaries and equity in earnings of affiliates .........        79.5         (3.2)       (12.8)                 63.5
Minority interest in income of consolidated subsidiaries .....        (0.6)        --           --                    (0.6)
Equity in earnings of affiliates .............................         9.9                                             9.9
                                                                  --------       ------       ------              --------
Net income ...................................................    $   88.8       $ (3.2)      $(12.8)             $   72.8
                                                                  ========       ======       ======              ========

Basic earnings per share:
      Class A Common Stock ...................................    $   3.14                                        $   2.58
      Class B Common Stock ...................................    $   4.70                                        $   3.85
Diluted earnings per share:
      Class A Common Stock ...................................    $   3.14                                        $   2.57
      Class B Common Stock ...................................    $   4.70                                        $   3.85

See accompanying Notes to Pro Forma Condensed Combined Statement of Income.

                                      P-2

                             GREIF BROS. CORPORATION

            NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

(a)    Includes the results of operations of Van Leer Industrial Packaging from
       date of acquisition (March 2, 2001) through October 31, 2001.

(b)    Represents the results of operations of Van Leer Industrial Packaging
       from November 1, 2000, through March 1, 2001.

(c)    Adjustment of $1.0 million to eliminate intercompany sales from American
       Flange & Manufacturing Company, Inc. to us.

(d)    Adjustment of $1.0 million results from an increase in depreciation
       expense related to the fair value adjustment of the properties, plants
       and equipment acquired from Van Leer Industrial Packaging using the
       straight-line method over the estimated useful life of the respective
       asset.

(e)    Adjustment of $0.3 million for the appropriate portion of expense related
       to a 10-year environmental insurance policy.

(f)    Adjustments related to the amortization expense for goodwill and other
       intangible assets that would have been incurred had the transaction been
       completed on November 1, 2000. Goodwill is amortized on a straight-line
       basis over a 25-year period, and the cost of acquired intangible assets
       is amortized on a straight-line method over the economic useful lives of
       2 to 25 years.

(g)    Adjustment relates to the incremental interest expense related to
       long-term obligations incurred to purchase Van Leer Industrial Packaging
       and refinance our then existing debt and other debt assumed. This
       adjustment includes amortization of deferred financing fees over the
       weighted average life of the new long-term debt (six years).

(h)    To adjust the income tax expense related to the pretax income of Van Leer
       Industrial Packaging, as well as the pro forma adjustments described in
       (d) through (g) above. The income tax expense assumes an effective tax
       rate of 37.9%.

                                      P-3

                          INDEX TO FINANCIAL STATEMENTS

                                                                                                                       Page
                                                                                                                       ----
                                                                                                                   
Greif Bros. Corporation and Subsidiary Companies

Audited Consolidated Financial Statements
      Report of Independent Accountants ............................................................................    F-2
      Consolidated Statements of Income for the Years Ended October 31, 2001, 2000 and 1999 ........................    F-3
      Consolidated Balance Sheets at October 31, 2001 and 2000 .....................................................    F-4
      Consolidated Statements of Cash Flows for the Years Ended October 31, 2001, 2000 and 1999 ....................    F-6
      Consolidated Statements of Changes in Shareholders' Equity for the Years Ended October 31, 2001, 2000
        and 1999 ...................................................................................................    F-7
      Notes to Consolidated Financial Statements for the Years Ended October 31, 2001, 2000 and 1999 ...............    F-8

Unaudited Interim Consolidated Financial Statements
      Consolidated Interim Statements of Income for the Nine Months Ended July 31, 2002 and 2001 ...................    F-36
      Consolidated Interim Balance Sheets at July 31, 2002 and October 31, 2001 ....................................    F-37
      Consolidated Interim Statements of Cash Flows for the Nine Months Ended July 31, 2002 and 2001 ...............    F-39
      Notes to Consolidated Interim Financial Statements for the Nine Months Ended July
        31, 2002 and 2001 ..........................................................................................    F-40

Industrial Packaging Division of Royal Packaging Industries Van Leer N.V.,
      Huhtamaki Holding Ltda., Van Leer France Holding S.A.S., Van Leer Containers Inc.,
      and American Flange and Manufacturing Company Inc.

Audited Combined Financial Statements
      Report of Independent Auditors ...............................................................................    F-53
      Combined Balance Sheets at December 31, 2000 and 1999 ........................................................    F-54
      Combined Statements of Operations for the Years Ended December 31, 2000 and 1999 .............................    F-55
      Combined Statements of Cash Flows for the Years Ended December 31, 2000 and 1999 .............................    F-56
      Notes to the Combined Financial Statements for the Years Ended December 31, 2000 and 1999 ....................    F-57

                                       F-1

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and the
Board of Directors of Greif Bros. Corporation

     We have audited the consolidated balance sheets of Greif Bros. Corporation
and subsidiaries as of October 31, 2001 and 2000, and the related consolidated
statements of income, shareholders' equity, and cash flows for each of the three
years in the period ended October 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Greif Bros.
Corporation and subsidiaries at October 31, 2001 and 2000, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended October 31, 2001 in conformity with accounting principles
generally accepted in the United States.

/s/ ERNST & YOUNG LLP

Columbus, Ohio
December 12, 2001,
   except for Note 16, as to which
   the date is July 31, 2002

                                       F-2

                GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                        CONSOLIDATED STATEMENTS OF INCOME
              (U.S. dollars in thousands, except per share amounts)

                                                                                                 For the years ended October 31,
                                                                                                 -------------------------------
                                                                                                  2001         2000       1999
                                                                                                  -----        ----       ----
                                                                                                              
Net sales ..................................................................................  $ 1,456,000   $ 963,956  $ 853,438
Gain on sale of timberland .................................................................       79,663       9,255      4,541
Other income, net ..........................................................................        6,358       4,872     10,441
                                                                                              -----------   ---------  ---------
                                                                                                1,542,021     978,083    868,420
                                                                                              -----------   ---------  ---------
Cost of products sold ......................................................................    1,152,616     737,486    675,084
Selling, general and administrative expenses ...............................................      204,716     128,301    112,995
Restructuring costs ........................................................................       11,534          --         --
Interest expense, net ......................................................................       45,149      11,842     12,983
                                                                                              -----------   ---------  ---------
                                                                                                1,414,015     877,629    801,062
                                                                                              -----------   ---------  ---------

Income before income taxes, minority interest in income of consolidated subsidiaries
   and equity in earnings of affiliates ....................................................      128,006     100,454     67,358
Income taxes ...............................................................................       48,514      38,027     26,740
                                                                                              -----------   ---------  ---------
Income before minority interest in income of consolidated subsidiaries and equity in
   earnings of affiliates ..................................................................       79,492      62,427     40,618
Minority interest in income of consolidated subsidiaries ...................................         (594)         --         --
Equity in earnings of affiliates ...........................................................        9,876      13,367     10,755
                                                                                              -----------   ---------  ---------
Net income .................................................................................  $    88,774   $  75,794  $  51,373
                                                                                              ===========   =========  =========
Basic earnings per share:
      Class A Common Stock .................................................................  $      3.14   $    2.68  $    1.78
      Class B Common Stock .................................................................  $      4.70   $    4.01  $    2.67
Diluted earnings per share:
      Class A Common Stock .................................................................  $      3.14   $    2.67  $    1.78
      Class B Common Stock .................................................................  $      4.70   $    4.01  $    2.67

See accompanying Notes to Consolidated Financial Statements.

                                      F-3

                GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                           CONSOLIDATED BALANCE SHEETS
                           (U.S. dollars in thousands)

                                                                                     As of October 31,
                                                                                     -----------------
                                                                                    2001           2000
                                                                                    ----           ----
                                                                                        
ASSETS
CURRENT ASSETS
      Cash and cash equivalents ...............................................  $    29,720  $   13,388
      Trade accounts receivable--less allowance of $10,596 ($2,293 in 2000) ...      282,982     119,645
      Income tax receivable ...................................................           --      14,343
      Inventories .............................................................      123,363      42,741
      Deferred tax asset ......................................................        9,697       2,216
      Net assets held for sale ................................................       12,530       8,495
      Prepaid expenses and other ..............................................       45,904      12,315
                                                                                 -----------  ----------
                                                                                     504,196     213,143
                                                                                 -----------  ----------
LONG-TERM ASSETS
      Goodwill--less amortization .............................................      236,623     136,284
      Other intangible assets .................................................       33,179       1,816
      Investment in affiliates ................................................      144,071     136,374
      Other long-term assets ..................................................       44,282      16,052
                                                                                 -----------  ----------
                                                                                     458,155     290,526
PROPERTIES, PLANTS AND EQUIPMENT--at cost
      Timber properties--less depletion .......................................       74,851      21,518
      Land ....................................................................       81,048      12,330
      Buildings ...............................................................      235,980     133,591
      Machinery and equipment .................................................      689,637     521,685
      Capital projects in progress ............................................       43,200      23,354
                                                                                 -----------  ----------
                                                                                   1,124,716     712,478
      Accumulated depreciation ................................................     (315,879)   (276,816)
                                                                                 -----------  ----------
                                                                                     808,837     435,662
                                                                                 -----------  ----------
                                                                                 $ 1,771,188  $  939,331
                                                                                 ===========  ==========

 See accompanying Notes to Consolidated Financial Statements.

                                      F-4

                GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                           CONSOLIDATED BALANCE SHEETS
                           (U.S. dollars in thousands)

                                                           As of October 31,
                                                           -----------------
                                                            2001         2000
                                                            ----         ----

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
      Accounts payable ...............................   $  117,117    $ 42,855
      Accrued payrolls and employee benefits .........       27,604      11,216
      Income tax payable .............................        5,778          --
      Restructuring reserves .........................       15,109          --
      Short-term borrowings ..........................       16,533          --
      Current portion of long-term debt ..............       43,140          --
      Other current liabilities ......................       68,238      10,876
                                                         ----------    --------
                                                            293,519      64,947
                                                         ----------    --------

LONG-TERM LIABILITIES
      Long-term debt .................................      654,374     235,000
      Deferred tax liability .........................      124,346      58,895
      Postretirement benefit liability ...............       50,028      20,095
      Other long-term liabilities ....................       62,015      17,880
                                                         ----------    --------
                                                            890,763     331,870
                                                         ----------    --------
MINORITY INTEREST ....................................          560          --
                                                         ----------    --------

SHAREHOLDERS' EQUITY
      Common stock, without par value ................       10,446      10,383
      Treasury stock, at cost ........................      (58,812)    (57,894)
      Retained earnings ..............................      671,917     598,301
      Accumulated other comprehensive loss
            foreign currency translation .............      (21,378)     (8,276)
            interest rate swaps ......................      (13,071)         --
            minimum pension liability ................       (2,756)         --
                                                         ----------    --------
                                                            586,346     542,514
                                                         ----------    --------
                                                         $1,771,188    $939,331
                                                         ==========    ========

See accompanying Notes to Consolidated Financial Statements.

                                       F-5

                GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (U.S. dollars in thousands)

                                                                                               For the years ended October 31,
                                                                                               -------------------------------
                                                                                              2001         2000          1999
                                                                                              ----         ----          ----
                                                                                                              
Cash flows from operating activities:
      Net income .........................................................................  $  88,774      $75,794      $ 51,373
      Adjustments to reconcile net income to net cash provided by operating activities:
            Depreciation, depletion and amortization .....................................     81,507       45,222        42,360
            Equity in earnings of affiliates, net of dividends received ..................     (7,007)     (10,976)      (10,755)
            Minority interest in income of consolidated subsidiaries .....................        560           --            --
            Deferred income taxes ........................................................     29,127       13,548        15,815
            Gain on disposals of properties, plants and equipment, net ...................    (84,661)        (502)       (7,962)
      Increase (decrease) in cash from changes in
        certain assets and liabilities, net of effects from acquisitions:
            Trade accounts receivable ....................................................     (7,613)       5,109       (21,578)
            Inventories ..................................................................     23,526        7,965        11,046
            Prepaid expenses and other ...................................................     24,243        1,955         2,846
            Other long-term assets .......................................................     (4,052)       6,579         2,597
            Accounts payable .............................................................    (15,734)      (1,628)        3,534
            Accrued payrolls and employee benefits .......................................       (776)       1,062           307
            Income tax payable ...........................................................       (789)     (14,343)       (1,968)
            Restructuring reserves .......................................................     (4,241)      (5,157)      (23,882)
            Other current liabilities ....................................................    (27,756)      (1,361)          110
            Postretirement benefit liability .............................................      3,315       (1,059)          591
            Other long-term liabilities ..................................................        442       (4,979)        7,332
                                                                                            ---------    ---------     ---------
      Net cash provided by operating activities ..........................................     98,865      117,229        71,766
                                                                                            ---------    ---------     ---------

Cash flows from investing activities:
            Acquisitions of companies, net of cash acquired ..............................   (312,892)          --       (74,233)
            Disposals of investments in government securities ............................         --        5,314         1,340
            Purchases of properties, plants and equipment ................................   (132,217)     (78,833)      (49,253)
            Proceeds on disposals of properties, plants and equipment ....................     92,403        4,672        18,874
                                                                                            ---------    ---------     ---------
      Net cash used in investing activities ..............................................   (352,706)     (68,847)     (103,272)
                                                                                            ---------    ---------     ---------`

Cash flows from financing activities:
            Proceeds from issuance of long-term debt .....................................    760,000           --        54,500
            Payments on long-term debt ...................................................   (464,542)     (23,000)      (31,500)
            Payments on short-term borrowings ............................................     (7,062)          --            --
            Acquisitions of treasury stock ...............................................       (924)      (4,968)      (11,102)
            Exercise of stock options ....................................................         69          190           291
            Dividends paid ...............................................................    (15,158)     (14,619)      (14,315)
                                                                                            ---------    ---------     ---------
      Net cash provided by (used in) financing activities ................................    272,383      (42,397)       (2,126)
                                                                                            ---------    ---------     ---------
Effects of exchange rates on cash ........................................................     (2,210)      (1,532)        1,238
                                                                                            ---------    ---------     ---------
Net increase (decrease) in cash and cash equivalents .....................................     16,332        4,453       (32,394)
Cash and cash equivalents at beginning of year ...........................................     13,388        8,935        41,329
                                                                                            ---------    ---------     ---------
Cash and cash equivalents at end of year .................................................  $  29,720    $  13,388     $   8,935
                                                                                            =========    =========     =========

See accompanying Notes to Consolidated Financial Statements.

                                       F-6

                GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
        (U.S. dollars and shares in thousands, except per share amounts)

                                           Capital Stock          Treasury Stock                    Accumulated
                                           -------------          --------------                        Other
                                                                                      Retained      Comprehensive  Shareholders'
                                        Shares         Amount     Shares    Amount    Earnings      Income (Loss)     Equity
                                        ------         ------     ------    ------    --------      -------------  -------------
                                                                                              
As of November 1, 1998..............       22,911    $   9,936    15,510  $ (41,858)  $ 500,068     $      (8,044) $     460,102
      Net income                                                                         51,373                           51,373
      Other comprehensive income-foreign
         currency translation.......                                                                        1,633          1,633
                                                                                                                   -------------
      Comprehensive income..........                                                                                      53,006
                                                                                                                   -------------
      Dividends paid (Note 8):
            Class A--$0.50..........                                                     (5,435)                          (5,435)
            Class B--$0.74..........                                                     (8,880)                          (8,880)
      Treasury shares acquired......         (396)                   396    (11,102)                                     (11,102)
      Stock options exercised.......           12          271       (12)        20                                          291
                                        ---------    ---------  --------  ---------   ---------     -------------  -------------
As of October 31, 1999..............       22,527    $  10,207    15,894  $ (52,940)  $ 537,126     $      (6,411) $     487,982
      Net income....................                                                     75,794                           75,794
      Other comprehensive income-foreign
         currency translation.......                                                                       (1,865)        (1,865)
                                                                                                                   -------------
      Comprehensive income..........                                                                                      73,929
                                                                                                                   -------------
      Dividends paid (Note 8):
            Class A--$0.52..........                                                     (5,492)                          (5,492)
            Class B--$0.77..........                                                     (9,127)                          (9,127)
      Treasury shares acquired......         (163)                   163     (4,968)                                      (4,968)
      Stock options exercised.......            7          176        (7)        14                                          190
                                        ---------    ---------  --------  ---------   ---------     -------------  -------------
As of October 31, 2000..............       22,371    $  10,383    16,050  $ (57,894)  $ 598,301     $      (8,276) $     542,514
      Net income....................                                                     88,774                           88,774
      Other comprehensive income:
            foreign currency
               translation..........                                                                      (13,102)       (13,102)
            interest rate swaps.....                                                                      (13,071)       (13,071)
            minimum pension
               liability adjustment.                                                                       (2,756)        (2,756)
                                                                                                                   -------------
      Comprehensive income..........                                                                                      59,845
                                                                                                                   -------------
      Dividends paid (Note 8):
            Class A--$0.54..........                                                     (5,683)                          (5,683)
            Class B--$0.80..........                                                     (9,475)                          (9,475)
      Treasury shares acquired......          (35)                    35       (924)                                        (924)
      Stock options exercised.......            3           63        (3)         6                                           69
                                        ---------    ---------  --------  ---------   ---------     -------------  -------------
As of October 31, 2001..............       22,339    $  10,446    16,082  $ (58,812)  $ 671,917     $     (37,205) $     586,346
                                        =========    =========  ========  =========   =========     =============  =============

See accompanying Notes to Consolidated Financial Statements.

                                       F-7

                GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1--DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Business

      Greif Bros. Corporation and its subsidiaries (the "Company") principally
manufacture industrial shipping containers and containerboard and corrugated
products that it sells to customers in many industries throughout the world. In
March 2001, the Company acquired Van Leer Industrial Packaging (see Note 2),
which significantly increased the operations of the Company. The Company has 185
operating locations in over 40 countries. In addition, the Company owns timber
properties, primarily in the southeastern United States, which are harvested and
regenerated.

      Due to the variety of its products, the Company has many customers buying
different types of its products and, due to the scope of the Company's sales, no
one customer is considered principal in the total operation of the Company.

      Because the Company supplies a cross section of industries, such as
chemicals, food products, petroleum products, pharmaceuticals and metal
products, and must make spot deliveries on a day-to-day basis as its products
are required by its customers, the Company does not operate on a backlog to any
significant extent and maintains only limited levels of finished goods. Many
customers place their orders weekly for delivery during the week.

      The Company's raw materials are principally pulpwood, waste paper for
recycling, paper, steel and resins.

      There are approximately 10,000 employees of the Company at October 31,
2001.

Basis of Consolidation

      The Consolidated Financial Statements include the accounts of Greif Bros.
Corporation and its subsidiaries. All intercompany transactions and balances
have been eliminated in consolidation.

Use of Estimates

      The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
certain estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. The most significant estimates are
related to the allowance for doubtful accounts, expected useful lives assigned
to properties, plants and equipment, goodwill and other intangible assets,
restructuring reserves, postretirement benefits, income taxes and contingencies.
Actual amounts could differ from those estimates.

Revenue Recognition

      In December 1999, the Securities and Exchange Commission staff issued
Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements." SAB No. 101 further defines the basic principles of revenue
recognition and was adopted by the Company during 2001. The Company recognizes
revenue when title passes to customers or services have been rendered, with
appropriate provision for returns and allowances. The adoption of SAB No. 101
did not have a material effect on the Company's financial statements.

                                      F-8

Shipping and Handling Fees and Costs

     The Emerging Issues Task Force ("EITF") reached a consensus in September
2000 that all amounts billed to a customer in a sale transaction related to
shipping and handling, if any, represent revenues earned for the goods provided
and should be classified as revenue. The EITF also concluded that the
classification of shipping and handling costs is an accounting policy decision.
In accordance with EITF No. 00-10, "Accounting for Shipping and Handling Fees
and Costs," the Company includes shipping and handling costs in cost of products
sold. Prior to the issuance of EITF No. 00-10, the Company's shipping and
handling costs were netted in net sales. All prior period amounts have been
reclassified to conform to EITF No. 00-10. The adoption of EITF No. 00-10 had no
effect on reported net income.

Income Taxes

     Income taxes are accounted for under Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes." In accordance with
this statement, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases, as measured by enacted tax rates that are expected to be
in effect in the periods which the deferred tax liabilities and assets are
expected to be settled or realized.

Cash and Cash Equivalents

     The Company considers highly liquid investments with an original maturity
of three months or less to be cash and cash equivalents. Included in these
amounts are repurchase agreements of $1.9 million in 2001 ($3.6 million in
2000).

Concentration of Credit Risk

     Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist primarily of trade accounts receivable.
Such credit risk is considered by management to be limited due to the Company's
many customers, none that are considered principal in the total operations of
the Company, doing business in a variety of industries throughout the world.

Inventories

     Inventories are stated at the lower of cost or market, principally on the
last-in, first-out basis in the United States (approximately 30% of consolidated
inventories) and on the first-in, first-out basis in other parts of the world
(approximately 70% of consolidated inventories). The inventories are comprised
as follows at October 31 (U.S. dollars in thousands):

                                                                      2001       2000
                                                                      ----       ----
                                                                        
Finished goods ..................................................   $ 40,881   $ 16,494
Raw materials and work-in-process ...............................    120,510     63,630
                                                                    --------   --------
                                                                     161,391     80,124
Reduction to state inventories on last-in, first-out basis ......    (38,028)   (37,383)
                                                                    --------   --------
                                                                    $123,363   $ 42,741
                                                                    ========   ========

                                       F-9

Properties, Plants and Equipment

     Depreciation on properties, plants and equipment is provided on the
straight-line method over the estimated useful lives of the assets as follows:

                                                                        Years
                                                                        -----
         Buildings ................................................     30-45
         Machinery and equipment ..................................      3-19

     Depreciation expense was $63.8 million in 2001, $37.3 million in 2000 and
$35.2 million in 1999. Expenditures for repairs and maintenance are charged to
expense as incurred.

     Depletion on timber properties is computed on the basis of cost and the
estimated recoverable timber acquired.

     When properties are retired or otherwise disposed of, the cost and
accumulated depreciation are eliminated from the asset and related allowance
accounts. Gains or losses are credited or charged to income as incurred.

Net Assets Held for Sale

     Net assets held for sale represent land, buildings and land improvements
less accumulated depreciation for locations that have been closed, primarily as
a result of the restructuring plans in the Industrial Shipping Containers
segment (see Note 5-Restructuring Reserves). As of October 31, 2001 and 2000,
there were 14 and 12 locations held for sale, respectively. The net sales and
loss before income tax benefit of these locations were $35.6 million and $0.8
million, respectively, during 2001. The net sales and loss before income tax
benefit of these locations were $16.0 million and $2.6 million, respectively,
during 2000. The effect of suspending depreciation on the facilities held for
sale is immaterial to the results of operations. The net assets held for sale
have been listed for sale, and it is the Company's intention to complete the
sales within the upcoming year.

Internal Use Software

     Internal use software is accounted for under Statement of Position 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." Internal use software is software that is acquired, internally
developed or modified solely to meet the entity's needs and for which, during
the software's development or modification, a plan does not exist to market the
software externally. Costs incurred to develop the software during the
application development stage, upgrades and enhancements that provide additional
functionality are capitalized.

Goodwill and Other Intangible Assets

     Goodwill is amortized on a straight-line basis over 15- or 25-year periods.
The cost of acquired intangible assets is amortized on a straight-line basis
over their estimated economic lives of 2 to 25 years. The weighted average
period of goodwill and intangible assets amortization is 21 years. Amortization
expense was $13.1 million in 2001, $7.0 million in 2000 and $6.5 million in
1999. Accumulated amortization was $31.2 million at October 31, 2001 ($18.1
million at October 31, 2000).

     The Company's policy is to periodically review its goodwill, other
intangible assets and other long-lived assets based upon the evaluation of such
factors as the occurrence of a significant adverse event or change in the
environment in which the business operates, or if the expected future net cash
flows (undiscounted and without interest) would become less than the carrying
amount of the asset. An impairment loss would be recorded in the period such
determination is made based on the fair value of the related businesses.

                                      F-10

Derivative Financial Instruments

     On November 1, 2000, the Company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended by SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities--Deferral of the
Effective Date of FASB Statement No. 133," and SFAS No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities." These statements
require that all derivatives be recorded in the balance sheet as either assets
or liabilities and measured at fair value. The accounting for changes in fair
value of the derivative depends on the intended use of the derivative and the
resulting designation.

     The Company enters into interest rate swap agreements for the purpose of
hedging its exposure to fluctuations in interest rates. Under SFAS No. 133, the
Company's interest rate swap contracts are considered cash flow hedges. The
interest rate swap contracts were entered into to assist the Company in its
management of exposure to variable rate debt. The differentials payable or
receivable under these agreements are recorded as an adjustment to interest
expense and are included in interest receivable or payable. An asset or
liability is recorded on the Company's balance sheet for the fair value of the
interest rate swap agreements. A corresponding charge or credit is reflected,
net of tax, in other comprehensive income (loss).

     The Company enters into foreign currency forward contracts to hedge certain
short-term intercompany loan transactions with its foreign businesses. Such
contracts limit the Company's exposure to both favorable and unfavorable
currency fluctuations. These contracts are adjusted to reflect market value as
of each balance sheet date, with the resulting changes in fair value being
recognized in other income, net.

Foreign Currency Translation

     In accordance with SFAS No. 52, "Foreign Currency Translation," the assets
and liabilities denominated in foreign currency are translated into U.S. dollars
at the current rate of exchange existing at year-end and revenues and expenses
are translated at the average monthly exchange rates.

     The cumulative translation adjustments, which represent the effects of
translating assets and liabilities of the Company's foreign operations, are
presented in the Consolidated Statements of Changes in Shareholders' Equity in
"Accumulated Other Comprehensive Income (Loss)." The transaction gains and
losses included in income are immaterial.

     The functional currency for foreign operations in highly inflationary
economies is the U.S. dollar, and any gains or losses are credited or charged to
income.

Earnings Per Share

     The Company has two classes of common stock and, as such, applies the
"two-class method" of computing earnings per share as prescribed in SFAS No.
128, "Earnings Per Share." In accordance with the statement, earnings are
allocated first to Class A and Class B Common Stock to the extent that dividends
are actually paid and the remainder allocated assuming all of the earnings for
the period have been distributed in the form of dividends.

     The following is a reconciliation of the shares used to calculate basic and
diluted earnings per share:

                                                                    For the years ended October 31,
                                                                    -------------------------------
                                                                    2001         2000         1999
                                                                    ----         ----         ----
                                                                                    
Class A Common Stock:
Basic earnings per share ......................................    10,523,476   10,557,935   10,882,081
Assumed conversion of stock options ...........................        26,603       41,600       19,229
                                                                   ----------   ----------   ----------
Diluted earnings per share ....................................    10,550,079   10,599,535   10,901,310
                                                                   ==========   ==========   ==========
Class B Common Stock:
Basic and diluted earnings per share ..........................    11,842,656   11,852,602   11,989,605
                                                                   ==========   ==========   ==========

     There are 1,172,248 options that are antidilutive for 2001 (370,090 for
2000 and 496,789 for 1999).

                                      F-11

Environmental Cleanup Costs

      The Company expenses environmental expenditures related to existing
conditions resulting from past or current operations and from which no current
or future benefit is discernable. Expenditures that extend the life of the
related property or mitigate or prevent future environmental contamination are
capitalized. The Company determines its liability on a site-by-site basis and
records a liability at the time when it is probable and can be reasonably
estimated. The Company's estimated liability is reduced to reflect the
anticipated participation of other potentially responsible parties in those
instances where it is probable that such parties are legally responsible and
financially capable of paying their respective shares of the relevant costs.

Reclassifications

      Certain prior year amounts have been reclassified to conform to the 2001
presentation.

Recent Accounting Standards

      In June 2001, the Financial Accounting Standards Board issued SFAS
No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 141 requires use of the purchase method for
business combinations initiated after June 30, 2001. SFAS No. 142 requires that
goodwill no longer be amortized, but instead be periodically reviewed for
impairment. The provisions of SFAS No. 142 will be effective for fiscal years
beginning after December 15, 2001. However, earlier application is permitted for
entities with fiscal years beginning after March 15, 2001, provided that the
first interim financial statements have not been issued previously. In all
cases, the provisions of SFAS No. 142 shall be initially applied at the
beginning of a fiscal year.

      The application of the non-amortization provisions of SFAS No. 142 will
increase net income of the Company upon adoption. The effect of the
non-amortization provisions of SFAS No. 142 on net income is subject to
finalization of the allocation of the purchase price for the Van Leer Industrial
Packaging acquisition (see Note 2) including further evaluation of all
intangible assets in relation to the provisions of SFAS No. 142.

      At this time, the effect of the impairment provisions provided by SFAS
No. 142 is not known.

NOTE 2--ACQUISITIONS AND OTHER INVESTMENTS

Van Leer Industrial Packaging Acquisition

      On March 2, 2001, pursuant to the terms of a Share Purchase Agreement
dated October 27, 2000, as amended on January 5 and February 28, 2001, between
the Company and Huhtamaki Van Leer Oyj, a Finnish corporation ("Huhtamaki"),
the Company acquired all of the issued share capital of Royal Packaging
Industries Van Leer N.V., a Dutch limited liability company, Huhtamaki Holdings
do Brasil Ltda., a Brazilian limited liability company, Van Leer France Holding
S.A.S., a French limited liability company, Van Leer Containers, Inc., a U.S.
corporation, and American Flange & Manufacturing Co., Inc., a U.S. corporation
(collectively, "Van Leer Industrial Packaging"). Van Leer Industrial
Packaging is a worldwide provider of industrial packaging and components,
including steel, fibre and plastic drums, polycarbonate water bottles,
intermediate bulk containers and closure systems, with operations in over 40
countries.

      As consideration for the shares of Van Leer Industrial Packaging, the
Company paid $555.0 million less the amount of Van Leer Industrial Packaging's
debt and certain other obligations ($206.4 million) as of the closing date. In
addition, the Company paid $15.0 million in legal and professional fees related
to the acquisition. The acquisition was funded by long-term debt borrowed
against a $900 million Senior Secured Credit Agreement (see Note 6).

      The acquisition of Van Leer Industrial Packaging, included in operating
results from the acquisition date, was accounted for using the purchase method
of accounting and, accordingly, the purchase price was allocated to the

                                      F-12

assets purchased and liabilities assumed based upon their fair values at the
date of acquisition. The fair values of the assets acquired and the liabilities
assumed were $642.7 million and $423.9 million, respectively. The final
allocation of the purchase price may differ due to additional refinements in the
fair values of the net assets acquired. Identifiable intangible assets, with a
combined fair value of $34.1 million, including the Van Leer trademark, Tri-Sure
Closures trademarks, patents and other proprietary information, and certain
noncompete agreements, have been recorded. The excess of the purchase price over
the fair values of the net tangible and intangible assets acquired of $110.7
million was recorded as goodwill.

      The goodwill is being amortized on a straight-line basis over 25 years
based on consideration regarding the age of the acquired companies, their
customers and the risk of obsolescence of their products. The intangible assets
are being amortized on a straight-line basis over their estimated economic lives
of 2 to 25 years.

Abzac-Greif Investment

      During June 1999, Greif Bros. Canada Inc., a wholly-owned Canadian
subsidiary of the Company, exchanged its spiral core manufacturing assets with
Abzac S.A., a privately held company in France ("Abzac"), for a 49% equity
interest in Abzac's fibre drum business (known as "Abzac-Greif"). The effective
date of the transaction was January 1, 1999. The investment in Abzac-Greif of
$2.0 million has been recorded using the equity method of accounting.

Great Lakes and Trend Pak Acquisitions

      On April 5, 1999, the Company purchased the common stock of Great Lakes
Corrugated Corp. ("Great Lakes") and Trend Pak, Inc. ("Trend Pak") from their
shareholders for $20.8 million in cash. In addition, the Company paid $0.1
million in legal and professional fees related to the acquisition.

      The acquisitions of Great Lakes and Trend Pak, included in operating
results from the acquisition date, were accounted for using the purchase method
of accounting and, accordingly, the purchase price was allocated to the assets
purchased and liabilities assumed based upon their fair values at the date of
acquisition. The fair values of the assets acquired and liabilities assumed were
$14.8 million and $5.9 million, respectively. The excess of the purchase price
over the fair values of the net assets acquired of $12.0 million was recorded as
goodwill. The goodwill is being amortized on a straight-line basis over 15 years
based on consideration regarding the age of the acquired businesses, their
customers and the risk of obsolescence of their products.

Intermediate Bulk Containers ("IBC") Acquisition

      On January 11, 1999, the Company purchased the assets of the IBC business
from Sonoco Products Company ("Sonoco") for $38.0 million in cash. In addition,
the Company paid $0.2 million in legal and professional fees related to the
acquisition. Prior to the acquisition date, and subsequent to March 30, 1998,
the Company marketed and sold IBCs under a distributorship agreement with
Sonoco.

      The acquisition of the IBC business, included in operating results from
the acquisition date, was accounted for using the purchase method of accounting
and, accordingly, the purchase price was allocated to the assets purchased and
liabilities assumed based upon their fair values at the date of acquisition. The
fair values of the assets acquired and liabilities assumed were $15.7 million
and $1.3 million, respectively. The excess of the purchase price over the fair
values of the net assets acquired of $23.8 million was recorded as goodwill. The
goodwill is being amortized on a straight-line basis over 25 years based on
consideration regarding the age of the acquired business, its customers and the
risk of obsolescence of its products.

                                      F-13

CorrChoice Joint Venture

     On November 1, 1998, the Company entered into a Joint Venture Agreement
with RDJ Holdings Inc. ("RDJ") and a minority shareholder of a subsidiary of
Ohio Packaging Corporation (the "Minority Shareholder") to form CorrChoice, Inc.
("CorrChoice"). Pursuant to the terms of the Joint Venture Agreement, the
Company contributed all of its stock of Michigan Packaging Company ("Michigan
Packaging") and Ohio Packaging Corporation ("Ohio Packaging") in exchange for a
63.24% ownership interest in CorrChoice. RDJ and the Minority Shareholder
contributed all of their stock of Ohio Packaging and its subsidiaries in
exchange for a 36.76% ownership interest in CorrChoice. The contribution of the
Michigan Packaging stock and the Ohio Packaging stock was recorded by the
Company at book value with no gain or loss recognized in accordance with EITF
No. 86-29, "Nonmonetary Transactions: Magnitude of Boot and the Exceptions to
the Use of Fair Value."

     In connection with the closing of the CorrChoice joint venture, the Company
and RDJ entered into a voting agreement that enables the Company and RDJ to be
equally represented on CorrChoice's Board of Directors. As such, the Company
does not control CorrChoice. Therefore, in accordance with accounting principles
generally accepted in the United States, the Company has recorded its investment
in CorrChoice using the equity method of accounting.

     Prior to the formation of the CorrChoice joint venture, the Company
accounted for its investment in Ohio Packaging's non-voting stock under the cost
method of accounting because the Company did not have significant influence over
the operations of Ohio Packaging. Because the Company's investment in the common
stock of Ohio Packaging that previously was accounted for by the cost method
became qualified for use of the equity method (through the Company's ownership
interest in CorrChoice), effective November 1, 1998 the Company's investment in
Ohio Packaging, results of operations and retained earnings were retroactively
restated in the Company's 1999 Annual Report in accordance with Accounting
Principles Board Opinion ("APBO") No. 18, "The Equity Method of Accounting for
Investments in Common Stock."

     The Company sells containerboard to CorrChoice, which it uses to produce
corrugated sheets, and the Company purchases corrugated sheets from CorrChoice,
with all transactions effected at prevailing market prices. The Company's profit
in CorrChoice inventory is eliminated in the Company's consolidated financial
statements.

Pro Forma Information

     The following pro forma (unaudited) information assumes that the Van Leer
Industrial Packaging acquisition had occurred on November 1, 1999 (U.S. dollars
in thousands, except per share amounts):

                                                        For the years ended
                                                            October 31,
                                                            -----------
                                                        2001          2000
                                                        ----          ----
Net sales .........................................    $1,746,255    $1,914,846
Net income ........................................    $   72,805    $   73,058
Basic earnings per share:
Class A Common Stock ..............................    $     2.58    $     2.58
Class B Common Stock ..............................    $     3.85    $     3.86
Diluted earnings per share:
Class A Common Stock ..............................    $     2.57    $     2.57
Class B Common Stock ..............................    $     3.85    $     3.86

     The amounts reflect adjustments for interest expense related to the debt
issued for the purchase, amortization of goodwill and other intangible assets
and depreciation expense on the revalued properties, plants and equipment.

     The pro forma information, as presented above, is not necessarily
indicative of the results which would have been obtained had the transaction
occurred on November 1, 1999, nor are they necessarily indicative of future
results.

                                      F-14

NOTE 3--INVESTMENT IN AFFILIATES

     The Company has investments in CorrChoice (63.24%), Abzac-Greif (49%),
Socer-Embalagens, Lda. (25%) and Balmer Lawrie-Van Leer (40.06%) that are
accounted for on the equity method. The Company's share of earnings of these
affiliates is included in income as earned. The Company received dividends from
affiliates of $2.9 million in 2001 and $2.4 million in 2000.

     The difference between the cost basis of the Company's investment in the
underlying equity of affiliates of $4.8 million at October 31, 2001 ($5.2
million at October 31,2000) is being amortized over 15 years.

     The summarized unaudited financial information below represents the
combined financial position and results of the Company's unconsolidated
affiliates accounted for by the equity method (U.S. dollars in thousands):

                                       As of and for the years ended October 31,
                                       -----------------------------------------
                                          2001         2000         1999
                                          ----         ----         ----
Current assets ......................     $140,752     $127,106     $118,821
Long-term assets ....................     $108,639     $102,901     $ 97,225
Current liabilities .................     $ 16,489     $ 14,653     $ 19,501
Long-term liabilities ...............     $ 11,266     $  8,790     $  8,238

Net sales ...........................     $282,277     $299,086     $251,638
Gross profit ........................     $ 45,444     $ 54,399     $ 43,433
Operating income ....................     $ 28,338     $ 34,590     $ 31,090
Net income ..........................     $ 18,606     $ 22,964     $ 17,570

NOTE 4--TIMBERLAND TRANSACTIONS

Sale of Timber Properties

     In December 2000, the Company sold certain hardwood timberland for $44.4
million. As such, the Company recognized a gain of $43.0 million during the
first quarter of 2001 related to this transaction. In a related agreement, the
Company sold other hardwood timberland for $30.0 million in March 2001, and
recognized an additional gain of $27.7 million during the second quarter of
2001.

     A total of approximately 65,000 acres of timber properties situated in
Arkansas, Mississippi and Louisiana were sold as a result of these transactions.

Purchase of Timber Properties

     In December 2000, the Company purchased certain pine timberland for $42.8
million. In a related agreement, the Company purchased other pine timberland for
$43.1 million in March 2001.

     A total of approximately 63,000 acres of timber properties situated in
Louisiana were purchased as a result of these transactions.

NOTE 5--RESTRUCTURING RESERVES

     During the second quarter of 2001, the Company approved a plan to
consolidate some of its locations in order to eliminate duplicate facilities
caused by the Van Leer Industrial Packaging acquisition and improve operating
efficiencies and capabilities. The plan was the result of an in- depth study to
determine whether certain locations should be closed and the sales and
manufacturing volume associated with such plants relocated to a different
facility. Six existing Company-owned plastic drum and steel drum plants were
identified to be closed. These plants are located in North America. In addition,
certain redundant administrative functions are being eliminated. As a result of
this plan, during the second quarter of 2001, the Company recognized a pretax
restructuring charge of $11.5

                                      F-15

million, consisting of $8.0 million in employee separation costs (approximately
400 employees) and a $3.5 million loss on disposal of equipment and facilities.
The Company is planning to sell its six owned facilities. The Company expects to
complete these restructuring activities during the first half of 2002.
Subsequent to the recognition of the restructuring charge, the Company has and
will continue to recognize expense related to additional costs to relocate
machinery and equipment and employees upon the closure of these plants. The
amounts charged against this restructuring reserve during the period ended
October 31, 2001 are as follows (U.S. dollars in thousands):

                                                                Beginning              Ending
                                                                 Balance    Activity   Balance
                                                                 -------    --------   -------
                                                                              
Cash charges:
Employee separation costs ....................................   $ 8,000     $4,009    $3,991
Cash and non-cash charges:
Other exit costs .............................................     3,534      3,222       312
                                                                 -------     ------    ------
                                                                 $11,534     $7,231    $4,303
                                                                 =======     ======    ======

     As of October 31, 2001, there were a total of 170 employees that had been
terminated and provided severance benefits under this restructuring plan.

     In addition, in connection with the 2001 acquisition of Van Leer Industrial
Packaging from Huhtamaki and the consolidation plan, five facilities purchased
as part of the acquisition have been or will be closed. Four of these facilities
are Company-owned and one is leased. The facilities are located in North
America, South America, United Kingdom and Asia Pacific. In addition, certain
redundant administrative functions will be eliminated. Accordingly, the Company
recognized a $19.7 million restructuring liability in its purchase price
allocation related to these locations. This liability was accounted for under
EITF No. 95-3, "Recognition of Liabilities in Connection with a Purchase
Business Combination." The liability consisted of $16.5 million in employee
separation costs (approximately 375 employees), $0.9 million in lease
termination costs and $2.3 million in other exit costs. The Company is planning
to sell the four Company-owned facilities. The lease will be terminated on the
remaining facility. The amounts charged against this restructuring reserve
during the period ended October 31, 2001 are as follows (U.S. dollars in
thousands):

                                                                 Balance at               Ending
                                                                 Acquisition   Activity   Balance
                                                                 -----------   --------   -------
                                                                                
Cash charges:
Employee separation costs ....................................     $16,480      $6,962    $ 9,518
Cash and non-cash charges:
Other exit costs .............................................       3,203       1,915      1,288
                                                                   -------      ------    -------
                                                                   $19,683      $8,877    $10,806
                                                                   =======      ======    =======

     As of October 31, 2001, there were a total of 180 employees that had been
terminated and provided severance benefits under this restructuring plan.

NOTE 6--LONG-TERM DEBT

     On March 2, 2001, the Company and Greif Spain Holdings, S.L. entered into a
$900 million Senior Secured Credit Agreement with a syndicate of lenders, and
Merrill Lynch & Co. and KeyBank National Association, as co-agents. A portion of
the proceeds from the Senior Secured Credit Agreement was used to fund the Van
Leer Industrial Packaging acquisition and to refinance amounts outstanding under
the Company's then existing revolving credit facility (as described below). The
Senior Secured Credit Agreement provides for three term loans, a $150 million
U.S. Dollar Term Loan A, a $200 million Euro Term Loan A and a $400 million U.S.
Dollar Term Loan B, and a $150 million revolving multicurrency credit facility.
The revolving multicurrency credit facility is available for working capital and
general corporate purposes.

     The Term Loan A (both U.S. Dollar and Euro) and Term Loan B amortize
quarterly through the maturity dates of February 28, 2006 and February 29, 2008,
respectively. The revolving multicurrency credit facility matures on February
28, 2006. The Company is required to pay a commitment fee each quarter equal to
0.375% to 0.500% of the total unused revolver commitment amount, based upon the
Company's leverage ratio. Interest is based on

                                      F-16

either a LIBOR rate or an alternative base rate that resets periodically plus a
calculated margin amount. The amounts outstanding, as well as the base rates and
margins, at October 31, 2001, are as follows (U.S. dollars and euros in
thousands):

                                                                    Amount      Base Rate   Margin
                                                                    ------      ---------   ------
                                                                                   
Term Loan A (U.S. Dollar) ................................         $131,526       2.27%      2.50%

Term Loan A (Euro) .......................................    (euro)187,660       3.59%      2.50%

Term Loan B ..............................................         $377,256       2.27%      3.25%

Multicurrency revolver ...................................         $ 20,000       2.34%      2.50%

     As of October 31, 2001, the Company had $696.3 million outstanding under
the Senior Secured Credit Agreement with a weighted average interest rate of
5.50%.

     As part of the Senior Secured Credit Agreement, the Company incurred
financing fees of $16.3 million. The amount has been deferred and is being
amortized over the life of the agreement of six years. The charge is recorded in
interest expense.

     The Senior Secured Credit Agreement contains certain covenants, including
financial covenants that require the Company to maintain a certain leverage
ratio, sufficient coverage of interest expense and fixed charges, and a minimum
net worth. In addition, the Company is limited with respect to the incurrence of
additional debt. The repayment of this facility is secured by a first lien on
substantially all of the personal property and certain of the real property of
the Company. Standard & Poor's and Moody's Investors Service have assigned a
"BB" rating and a "Ba3" rating, respectively, both with favorable outlook, to
the loan obligations of the Company under the Senior Secured Credit Agreement.
At October 31, 2001, the Company was in compliance with these covenants.

     The $150 million revolving multicurrency credit facility may also be used
to issue letters of credit. At October 31, 2001, the Company had outstanding
$13.0 million in letters of credit under the credit agreement. The quarterly
fronting fee related to these letters of credit is 0.125% of the outstanding
amount plus a calculated margin (2.50% at October 31, 2001) for the use of this
facility.

     In addition to the amounts borrowed against the Senior Secured Credit
Agreement, the Company had outstanding debt of $17.7 million, comprised of $1.2
million in long-term debt and $16.5 million in short-term borrowings at October
31, 2001.

     On March 30, 1998, the Company had entered into a credit agreement with
various financial institutions, as banks, and KeyBank National Association, as
agent, which provided a revolving credit facility of up to $325 million. The
Company was required to pay a facility fee each quarter equal to 0.025% to
0.050% of the total commitment amount based upon the Company's leverage ratio.
The interest rate was either based on the prime rate or LIBOR rate plus a
calculated margin amount (0.275% at October 31, 2000). Interest was reset on a
quarterly basis. At October 31, 2000, the interest rate was 6.99%. The revolving
credit loans were due on March 31, 2003; however, the amounts remaining were
repaid from proceeds of the Senior Secured Credit Agreement.

     Annual maturities of the Company's long-term debt are $43.1 million in
2002, $58.9 million in 2003, $74.6 million in 2004, $90.4 million in 2005, $71.0
million in 2006 and $359.5 million thereafter.

     During 2001, the Company paid $44.8 million of interest ($16.6 million in
2000 and $15.4 million in 1999) related to its long-term obligations. Interest
of $2.5 million in 2001, $2.5 million in 2000 and $0.4 million in 1999 was
capitalized.

     The Company has entered into non-cancelable operating leases for buildings,
trucks and computer equipment. The future minimum lease payments for the
non-cancelable operating leases are $8.8 million in 2002, $7.3 million in 2003,
$5.9 million in 2004, $5.1 million in 2005, $3.8 million in 2006 and $17.8
million thereafter. Rent expense was $19.8 million in 2001, $14.0 million in
2000 and $12.5 million in 1999.

                                      F-17

NOTE 7--FINANCIAL INSTRUMENTS

     The Company had interest rate swap agreements with an aggregate notional
amount of $320 million and EUR 65 million at October 31, 2001 with various
maturities through 2008. Under these agreements, the Company receives interest
quarterly from the counterparties equal to the LIBOR rate and pays interest at a
weighted average rate of 5.56% over the life of the contracts. At October 31,
2001, a liability for the interest rate swap contracts, which represented their
fair values at that time, in the amount of $21.0 million ($13.1 million net of
tax) was recorded with an offsetting amount in accumulated other comprehensive
income (loss). At October 31, 2000, the Company had interest rate swap
agreements with an aggregate notional amount of $130 million. Under the
agreements, the Company received interest quarterly from the counterparty equal
to the LIBOR rate and paid interest quarterly to the counterparty at a weighted
average rate of 6.01%.

     At October 31, 2001, the Company had outstanding foreign currency forward
contracts in the notional amount of $33.4 million. The fair value of these
contracts at October 31, 2001 resulted in a gain of $0.3 million. The purpose of
these contracts is to hedge short-term intercompany loan balances with its
foreign businesses.

     While the Company may be exposed to credit losses in the event of
nonperformance by the counterparties to its derivative financial instrument
contracts, its counterparties are established banks and financial institutions
with high credit ratings. The Company has no reason to believe that such
counterparties will not be able to fully satisfy their obligations under these
contracts.

     The fair values of all derivative financial instruments are estimated based
on current settlement prices of comparable contracts obtained from dealer
quotes. The values represent the estimated amounts the Company would pay or
receive to terminate the agreements at the reporting date.

NOTE 8--CAPITAL STOCK

     Class A Common Stock is entitled to cumulative dividends of one cent a
share per year after which Class B Common Stock is entitled to non-cumulative
dividends up to a half cent a share per year. Further distribution in any year
must be made in proportion of one cent a share for Class A Common Stock to one
and a half cents a share for Class B Common Stock. The Class A Common Stock
shall have no voting power nor shall it be entitled to notice of meetings of the
shareholders, all rights to vote and all voting power being vested exclusively
in the Class B Common Stock unless four quarterly cumulative dividends upon the
Class A Common Stock are in arrears. There is no cumulative voting.

                                      F-18

     The following table summarizes the Company's capital stock, without par
value (Class A and Class B common shares) and treasury shares at the specified
dates:

                                                             Authorized      Issued       Outstanding    Treasury
                                                               Shares        Shares         Shares        Shares
                                                               ------        ------         ------        ------
                                                                                            
October 31, 2001:

Class A Common Stock .....................................     32,000,000   21,140,960      10,516,196   10,624,764

Class B Common Stock .....................................     17,280,000   17,280,000      11,822,859    5,457,141

October 31, 2000:

Class A Common Stock .....................................     32,000,000   21,140,960      10,523,196   10,617,764

Class B Common Stock .....................................     17,280,000   17,280,000      11,847,359    5,432,641

NOTE 9--STOCK OPTIONS

     In the current year, the Company adopted the 2001 Management Equity
Incentive and Compensation Plan (the "2001 Plan"). The provisions of the 2001
Plan allow the awarding of incentive and nonqualified stock options and
restricted and performance shares of Class A Common Stock to key employees. The
maximum number of shares that may be issued each year is determined by a formula
that takes into consideration the total number of shares outstanding and is also
subject to certain limits. In addition, the maximum number of incentive stock
options that will be issued under the 2001 Plan during its term is 2,500,000
shares.

     Prior to 2001, the Company had adopted a Nonstatutory Stock Option Plan
(the "2000 Plan") that provides the discretionary granting of nonstatutory
options to key employees, and an Incentive Stock Option Plan (the "Option Plan")
that provides the discretionary granting of incentive stock options to key
employees and nonstatutory options for non-employees. The aggregate number of
the Company's Class A Common Stock options that may be granted under the 2000
Plan and Option Plan may not exceed 200,000 shares and 1,000,000 shares,
respectively.

     Under the terms of the 2001 Plan, the 2000 Plan and the Option Plan, stock
options are granted at exercise prices equal to the market value of the common
stock on the date options are granted and become exercisable two years after
date of grant. Options expire 10 years after date of grant.

     The Directors' Stock Option Plan (the "Directors' Plan") provides the
granting of stock options to directors who are not employees of the Company. The
aggregate number of the Company's Class A Common Stock options that may be
granted may not exceed 100,000 shares. Under the terms of the Directors' Plan,
options are granted at exercise prices equal to the market value of the common
stock on the date options are granted and become exercisable immediately.
Options expire 10 years after date of grant.

     In 2001, 444,800 stock options were granted under the 2001 Plan with option
prices of $30.59 per share. Under the Directors' Plan, 10,000 options were
granted to outside directors with option prices of $27.38 per share.

     In 2000, 142,000 stock options and 163,730 stock options were granted under
the Option Plan and 2000 Plan, respectively, at option prices ranging from
$29.00 to $29.88 per share. Under the Directors' Plan, 10,000 options were
granted to outside directors with option prices of $29.88 per share.

     In 1999, 225,452 stock options were granted under the Option Plan with
option prices of $24.25 per share. Under the Directors' Plan, 10,000 options
were granted to outside directors with option prices of $26.81 per share.

                                      F-19

      The Company applies APBO No. 25, "Accounting for Stock Issued to
Employees," and related interpretations in accounting for its stock option
plans. If compensation cost would have been determined based on the fair values
at the date of grant under SFAS No. 123, "Accounting for Stock-Based
Compensation," pro forma net income and earnings per share would have been as
follows (U.S. dollars in thousands, except per share amounts):

                                                 For the years ended October 31,
                                                 -------------------------------
                                                  2001        2000        1999
                                                  ----        ----        ----
   Net income .................................  $86,566     $73,990     $49,787
Basic earnings per share:
Class A Common Stock ..........................  $  3.06     $  2.62     $  1.73
Class B Common Stock ..........................  $  4.59     $  3.91     $  2.58
Diluted earnings per share:
Class A Common Stock ..........................  $  3.06     $  2.61     $  1.73
Class B Common Stock ..........................  $  4.59     $  3.91     $  2.58

      The fair value for each option is estimated on the date of grant using the
Black-Scholes option pricing model, as allowed under SFAS No. 123, with the
following assumptions:

                                                                       2001        2000        1999
                                                                       ----        ----        ----
                                                                                       
Dividend yield ....................................................     1.70%       1.70%       1.90%

Volatility rate ...................................................    27.20%      27.50%      25.10%

Risk-free interest rate ...........................................     4.84%       6.05%       6.15%

Expected option life ..............................................  6 years     6 years     6 years

      The fair value of shares granted in 2001, 2000 and 1999 were $9.12, $9.49
and $7.33, respectively, as of grant date.

      Stock option activity for the years ended October 31 was as follows
(Shares in thousands):

                                                  2001                          2000                        1999
                                                  ----                          ----                        ----

                                                 Weighted Average             Weighted Average             Weighted Average
                                        Shares    Exercise Price     Shares    Exercise Price     Shares    Exercise Price
                                        ------    --------------     ------    --------------     ------    --------------
                                                                                              
Beginning balance ....................   1,154        $28.48            861        $28.23            659        $29.56
Granted ..............................     455        $30.52            316        $29.22            236        $24.36
Forfeited ............................     100        $28.53             16        $29.76             22        $29.29
Exercised ............................       3        $22.94              7        $27.12             12        $24.26
                                         -----                        -----                        -----
Ending balance .......................   1,506        $29.11          1,154        $28.48            861        $28.23
                                         =====                        =====                        =====

      As of October 31, 2001, the outstanding stock options had exercise prices
ranging from $22.94 to $36.53 and a remaining weighted average contractual life
of eight years.

      There are 789,000 options that were exercisable at October 31, 2001
(628,000 options at October 31, 2000 and 432,000 options at October 31, 1999).

                                      F-20

NOTE 10--INCOME TAXES

      The provision for income taxes consists of the following (U.S. dollars in
thousands):

                                                      For the years ended October 31,
                                                      -------------------------------
                                                        2001       2000       1999
                                                        ----       ----       ----
                                                                    
Current:

      Federal .......................................  $12,624    $21,420    $ 7,959

      State and local ...............................      550        848        660

      Foreign .......................................    6,213      2,211      2,306
                                                       -------    -------    -------
                                                        19,387     24,479     10,925

Deferred ............................................   29,127     13,548     15,815
                                                       -------    -------    -------
                                                       $48,514    $38,027    $26,740
                                                       =======    =======    =======

      Foreign income before income taxes amounted to $13.6 million in 2001 ($5.8
million in 2000 and $5.2 million in 1999).

      The following is a reconciliation of the provision for income taxes based
on the federal statutory rate to the Company's effective income tax rate:

                                                                         For the years ended
                                                                             October 31,
                                                                             -----------
                                                                        2001    2000    1999
                                                                        ----    ----    ----
                                                                               
U.S. federal tax rate ................................................  35.0%   35.0%   35.0%
State and local taxes, net of federal tax benefit ....................   1.6%    1.7%    3.6%
Other non-deductible expenses and foreign tax rates ..................   1.3%    1.2%    1.1%
                                                                        ----    ----    ----
                                                                        37.9%   37.9%   39.7%
                                                                        ====    ====    ====

      Significant components of the Company's deferred tax assets and
liabilities are as follows at October 31 (U.S. dollars in thousands):

                                                             2001        2000
                                                             ----        ----
Vacation accrual .......................................  $   1,320    $   1,171
Bad debt reserves ......................................      1,610          871
Restructuring reserves .................................      5,439           --
Other ..................................................      1,328          174
                                                          ---------    ---------
      Current deferred tax asset .......................  $   9,697    $   2,216
                                                          =========    =========
Net operating loss carryforwards .......................  $  34,019    $      --
Interest rate swaps ....................................      7,977           --
Minimum pension liability ..............................      1,682           --
Deferred compensation ..................................      1,840        1,823
Accrued environmental reserve ..........................      2,556          532
Other ..................................................        878        2,212
                                                          ---------    ---------
                                                             48,952        4,567
Valuation allowance for long-term deferred tax assets...    (31,780)          --
                                                          ---------    ---------
      Long-term deferred tax asset .....................  $  17,172    $   4,567
                                                          =========    =========
Properties, plants and equipment .......................  $  77,932    $  45,951
Equity investments .....................................      8,843        7,968
Goodwill and other tangible assets .....................      4,053        2,926
Timberland transactions ................................     35,530        5,053
Pension ................................................      1,771           --
Other ..................................................     13,389        1,564
                                                          ---------    ---------
      Long-term deferred tax liability .................  $ 141,518    $  63,462
                                                          =========    =========

      At October 31, 2001, the Company has foreign net operating loss
carryforwards of approximately $95 million for foreign income tax purposes
expiring over various future periods.

                                      F-21

      At October 31, 2001, 2000 and 1999, the Company has provided deferred
income taxes on all of its undistributed foreign earnings.

      During 2001, the Company paid $20.2 million in income taxes ($28.9 million
in 2000 and $14.7 million in 1999).

NOTE 11--RETIREMENT PLANS

      In 2001, the Company assumed certain non-contributory defined benefit
pension plans in the United States, Australia, Germany, Netherlands, South
Africa and United Kingdom as a result of the Van Leer Industrial Packaging
acquisition (see Note 2). In addition, the Company already had non-contributory
defined benefit pension plans in the United States. The salaried plans' benefits
are based primarily on years of service and earnings. The hourly plans' benefits
are based primarily upon years of service. The Company contributes an amount
that is not less than the minimum funding nor more than the maximum
tax-deductible amount to these plans. The plans' assets consist of large cap,
small cap and international equity securities, fixed income investments and the
allowable number of shares of the Company's common stock as follows:

                                                               2001       2000
                                                               ----       ----
Class A Common Stock .......................................  123,752    123,752
Class B Common Stock .......................................   80,355     80,355

      The components of net periodic pension cost include the following (U.S.
dollars in thousands):

                                                           For the years ended October 31,
                                                           -------------------------------
                                                             2001       2000       1999
                                                             ----       ----       ----
                                                                          
Service cost ............................................  $  7,432    $ 4,193     $4,760
Interest cost ...........................................    13,982      5,561      5,279
Expected return on plan assets ..........................   (17,886)    (6,761)    (6,238)
Amortization of prior service cost ......................     1,004        700        662
Amortization of initial net asset .......................      (842)      (562)      (562)
Recognized net actuarial (gain) loss ....................      (270)      (198)        66
                                                           --------    -------    -------
                                                           $  3,420    $ 2,933    $ 3,967
                                                           ========    =======    =======

      The weighted average assumptions used in the actuarial valuations are as
follows:

                                                             2001     2000     1999
                                                             -----    -----    ----
                                                                      
Discount rate ............................................   6.75%    7.50%    7.50%
Expected return on plan assets ...........................   8.00%    9.00%    8.25%
Rate of compensation increase ............................   4.25%    4.25%    4.25%

                                      F-22

      The following table sets forth the plans' change in benefit obligation,
change in plan assets and amounts recognized in the Consolidated Financial
Statements (U.S. dollars in thousands):

                                                                              2001       2000
                                                                              ----       ----
                                                                                  
   Change in benefit obligation:
Benefit obligation at beginning of year .................................   $ 82,140    $75,097
Benefit obligation of acquired businesses ...............................    202,122         --
Service cost ............................................................      7,432      4,193
Interest cost ...........................................................     13,982      5,561
Plan participant contributions ..........................................        626         --
Amendments ..............................................................         --        325
Actuarial (gain) loss ...................................................     (5,454)       919
Foreign currency effects ................................................     (1,570)        --
Benefits paid ...........................................................     (9,861)    (3,955)
Plan curtailment gain ...................................................        (45)        --
                                                                            --------    -------
Benefit obligation at end of year .......................................   $289,372    $82,140
                                                                            ========    =======
Change in plan assets:
Fair value of plan assets at beginning of year ..........................   $ 84,802    $79,613
Fair value of plan assets of acquired businesses ........................    204,049         --
Actual return on plan assets ............................................    (17,660)     7,713
Plan participant contributions ..........................................        626         --
Foreign currency effects ................................................     (2,169)        --
Employer contributions ..................................................      8,082      1,431
Settlements .............................................................        (45)        --
Benefits paid ...........................................................     (9,528)    (3,955)
                                                                            --------    -------
Fair value of plan assets at end of year ................................   $268,157    $84,802
                                                                            ========    =======
Funded status ...........................................................   $(21,215)    $2,698
Unrecognized net actuarial loss (gain) ..................................     26,677     (3,745)
Unrecognized prior service cost .........................................      8,507      8,784
Unrecognized initial net asset ..........................................     (4,935)    (5,777)
                                                                            --------    -------
Net amount recognized ...................................................   $  9,034     $1,960
                                                                            ========    =======
Amounts recognized in the statement of financial position consist of:
Prepaid benefit cost ....................................................    $26,721     $3,662
Accrued benefit liability ...............................................    (30,605)    (1,702)
Intangible asset ........................................................      8,481         --
Accumulated other comprehensive income ..................................      4,437         --
                                                                            --------    -------
Net amount recognized ...................................................    $ 9,034    $ 1,960
                                                                            ========    =======

      The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for the pension plans with accumulated benefit obligations
in excess of plan assets were $125.6 million, $112.1 million and $85.5 million,
respectively, as of October 31, 2001.

      The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for the foreign pension plans were $136.3 million, $129.8
million and $138.0 million, respectively, as of October 31, 2001.

      In addition to the benefits provided under the defined benefit pension
plans, the Company has adopted a supplemental retirement plan for certain
executive employees. Pension expense of $0.3 million and $0.4 million was
recorded in 2001 and 2000, respectively.

      The Company has several voluntary 401(k) savings plans that cover eligible
employees. For certain plans, the Company matches a percentage of each
employee's contribution up to a maximum percentage of base salary. Company
contributions to the 401(k) plans were $0.9 million in 2001, $0.9 million in
2000 and $0.5 million in 1999.

NOTE 12--POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE BENEFITS

      In 2001, the Company assumed certain postretirement health and life
insurance benefit plans in the United States and South Africa as a result of the
Van Leer Industrial Packaging acquisition (see Note 2).

      In conjunction with the acquisition of the industrial containers business
from Sonoco in 1998, the Company assumed an obligation to reimburse Sonoco for
its actual costs incurred in providing postretirement health care

                                      F-23

benefits to certain employees. Contributions by the Company are limited to an
aggregate annual payment of $1.4 million for eligible employees at the date of
purchase. Further, the Company is responsible for the cost of certain union
hourly employees who were not eligible at the date of closing. The Company
intends to fund these benefits from its operations.

      The components of net periodic cost for the postretirement benefits
include the following (U.S. dollars in thousands):

                                                        For the years ended
                                                            October 31,
                                                        ----------------------
                                                        2001     2000     1999
                                                        ----     ----     ----

Service cost ......................................... $  240   $   --   $   --
Interest cost ........................................  3,033    1,453    1,840
                                                       ------   ------   ------
                                                       $3,273   $1,453   $1,840
                                                       ======   ======   ======

      The following table sets forth the plans' change in benefit obligation,
change in plan assets and amounts recognized in the Consolidated Financial
Statements (U.S. dollars in thousands):

                                                               2001      2000
                                                               ----      ----
Change in benefit obligation:
Benefit obligation at beginning of year ..............      $ 19,573   $ 21,154
Benefit obligation of acquired businesses ............        31,648         --
Service cost .........................................           240         --
Interest cost ........................................         3,033      1,453
Plan participant contributions .......................            40         --
Actuarial loss (gain) ................................           754       (522)
Foreign currency effects .............................        (1,576)        --
Benefits paid ........................................        (1,393)    (2,512)
                                                            --------   --------
Benefit obligation at end of year ....................      $ 52,319   $ 19,573
                                                            ========   ========
Change in plan assets:
Fair value of plan assets at beginning of year .......      $     --   $     --
Employer contributions ...............................         1,393      2,512
Benefits paid ........................................        (1,393)    (2,512)
                                                            --------   --------
Fair value of plan assets at end of year .............      $     --   $     --
                                                            ========   ========
Funded status ........................................      $(52,319)  $(19,573)
Unrecognized net actuarial loss (gain) ...............         2,291       (522)
                                                            --------   --------
Net amount recognized ................................      $(50,028)  $(20,095)
                                                            ========   ========

      The accumulated postretirement health and life insurance benefit and fair
value of plan assets for the foreign plans were $7.8 million and zero,
respectively, as of October 31, 2001.

      The measurements assume a discount rate of 7.00% in the United States and
11.50% in South Africa. The health care cost trend rates on gross eligible
charges are as follows:

                                                                      Medical
            Current trend rate ....................................    9.00%
            Ultimate trend rate ...................................    5.00%

      A one-percentage point change in assumed health care cost trend rates
would have the following effects (U.S. dollars in thousands):

                                                                              1-Percentage-      1-Percentage-
                                                                             Point Increase     Point Decrease
                                                                             --------------     --------------
                                                                                          
      Effect on total of service and interest cost components .........           $  189           $  (150)

      Effect on postretirement benefit obligation .....................           $2,747           $(2,232)

NOTE 13--CONTINGENT LIABILITIES

      Various lawsuits, claims and proceedings have been or may be instituted or
asserted against the Company, including those pertaining to environmental,
product liability, safety and health matters. While the amounts claimed

                                      F-24

may be substantial, the ultimate liability cannot now be determined because of
considerable uncertainties that exist. Therefore, it is possible that results of
operations or liquidity in a particular period could be materially affected by
certain contingencies.

      At October 31, 2001 and 2000, the Company had recorded liabilities of $7.1
million and $1.5 million, respectively, for estimated environmental remediation
costs based upon an evaluation of currently available facts with respect to each
individual site, including the results of environmental studies and testing, and
considering existing technology, presently enacted laws and regulations, and
prior experience in remediation of contaminated sites. The recorded liabilities
are included in other long-term liabilities. Actual costs to be incurred in
future periods at identified sites may vary from the estimates, given the
inherent uncertainties in evaluating environmental exposures. Future information
and developments will require the Company to continually reassess the expected
impact of these environmental matters.

      Based upon the facts currently available, management believes that the
disposition of matters that are pending or asserted will not have a material
adverse affect on the consolidated financial position of the Company.

NOTE 14--BUSINESS SEGMENT INFORMATION

      The Company operates in three business segments: Industrial Shipping
Containers; Containerboard & Corrugated Products; and Timber.

      Operations in the Industrial Shipping Containers segment involve the
production and sale of shipping containers. These products are manufactured and
sold in over 40 countries throughout the world.

      Operations in the Containerboard & Corrugated Products segment involve the
production and sale of containerboard, both virgin and recycled, and related
corrugated sheets, corrugated containers and multiwall bags. The products are
manufactured and sold in North America.

      Operations in the Timber segment involve the management and sale of timber
on approximately 275,000 acres of timberland in the states of Alabama, Arkansas,
Florida, Georgia, Louisiana, Mississippi and Virginia.

      The Company's reportable segments are strategic business units that offer
different products. The Company evaluates performance and allocates resources
based on earnings before interest, income taxes, depreciation, depletion,
amortization, minority interest in income of consolidated subsidiaries and
equity in earnings of affiliates ("EBITDA"). The accounting policies of the
reportable segments are the same as those described in the "Description of
Business and Summary of Significant Accounting Policies" note except that the
Company accounts for inventory on a first-in, first-out basis at the segment
level compared to a last-in, first-out basis at the consolidated level in the
United States.

      Corporate and other includes the costs associated with the Company's
corporate headquarters, the Company's long-term debt (see Note 6) and other
non-segment items. The segment EBITDA amounts have been adjusted from the
amounts previously disclosed in the footnote to the audited financial statements
included in the Company's Annual Report on Form 10-K for the year ended October
31, 2001 and the Company's 2001 Annual Report to Shareholders to reflect the
allocation of corporate costs consistent with a new allocation basis adopted by
the Company in 2002.

                                      F-25

     The following segment information is presented for the three years ended
October 31, 2001, except as to asset information that is as of October 31, 2001,
2000 and 1999 (U.S. dollars in thousands):

                                                                              2001          2000        1999
                                                                              ----          ----        ----
                                                                                             
Net sales:
Industrial Shipping Containers ..........................................   $1,038,948    $490,909    $477,370
Containerboard & Corrugated Products ....................................      379,302     428,369     351,936
Timber ..................................................................       37,750      44,678      24,132
                                                                            ----------    --------    --------
      Total .............................................................   $1,456,000    $963,956    $853,438
                                                                            ==========    ========    ========
EBITDA:
Industrial Shipping Containers ..........................................   $   88,473    $ 46,248    $ 53,684
Containerboard & Corrugated Products ....................................       82,370      80,499      51,576
Timber ..................................................................      111,529      46,717      25,286
                                                                            ----------    --------    --------
      Total segment .....................................................      282,372     173,464     130,546
Restructuring costs .....................................................      (11,534)         --          --
Corporate and other .....................................................      (15,948)    (15,946)     (7,845)
                                                                            ----------    --------    --------
      Total EBITDA ......................................................      254,890     157,518     122,701
Depreciation, depletion and amortization ................................      (81,507)    (45,222)    (42,360)
Interest expense, net ...................................................      (45,149)    (11,842)    (12,983)
Foreign currency effects ................................................         (228)         --          --
                                                                            ----------    --------    --------
Income before income taxes, minority interest in income of consolidated
   subsidiaries and equity in earnings of affiliates ....................   $  128,006    $100,454    $ 67,358
                                                                            ==========    ========    ========
Total assets:
Industrial Shipping Containers ..........................................   $1,146,942    $397,741    $415,034
Containerboard & Corrugated Products ....................................      345,155     350,791     354,271
Timber ..................................................................      104,105      29,472      16,712
                                                                            ----------    --------    --------
      Total segment .....................................................    1,596,202     778,004     786,017
Corporate and other .....................................................      174,986     161,327     124,969
                                                                            ----------    --------    --------
      Total .............................................................   $1,771,188    $939,331    $910,986
                                                                            ==========    ========    ========
Depreciation, depletion and amortization expense:
Industrial Shipping Containers ..........................................   $   48,849    $ 20,394    $ 20,660
Containerboard & Corrugated Products ....................................       21,766      20,457      19,335
Timber ..................................................................        4,897         771         277
                                                                            ----------    --------    --------
      Total segment .....................................................       75,512      41,622      40,272
Corporate and other .....................................................        5,995       3,600       2,088
                                                                            ----------    --------    --------
      Total .............................................................   $   81,507    $ 45,222    $ 42,360
                                                                            ==========    ========    ========
Additions to long-lived assets:
Industrial Shipping Containers ..........................................   $   17,621    $ 21,442    $ 12,248
Containerboard & Corrugated Products ....................................       14,152      33,464      27,608
Timber ..................................................................       91,228      10,222       1,285
                                                                            ----------    --------    --------
      Total segment .....................................................      123,001      65,128      41,141
Corporate and other .....................................................        9,216      13,705       8,112
                                                                            ----------    --------    --------
      Total .............................................................   $  132,217    $ 78,833    $ 49,253
                                                                            ==========    ========    ========

   The following table presents net sales to external customers by geographic
                      region (U.S. dollars in thousands):

                                                                              For the years ended October 31,
                                                                              -------------------------------
                                                                               2001         2000        1999
                                                                               ----         ----        ----
                                                                                             
North America ...........................................................   $1,009,789    $963,956    $853,438
Europe ..................................................................      289,527          --          --
Other ...................................................................      156,684          --          --
                                                                            ----------    --------    --------
 ........................................................................   $1,456,000    $963,956    $853,438
                                                                            ==========    ========    ========

The following table presents total assets by geographic region (U.S. dollars in
                                  thousands):

                                                                                     As of October 31,
                                                                                     -----------------
                                                                               2001         2000        1999
                                                                               ----         ----        ----
                                                                                             
North America ...........................................................   $1,263,260    $939,331    $910,986
Europe ..................................................................      322,702          --          --
Other ...................................................................      185,226          --          --
                                                                            ----------    --------    --------
 ........................................................................   $1,771,188    $939,331    $910,986
                                                                            ==========    ========    ========

     In 2001, the Company reclassified shipping and handling costs from net
sales to cost of products sold in accordance with EITF No. 00-10, "Accounting
for Shipping and Handling Fees and Costs." As a result, net sales, as reported
above, differ from the amounts previously disclosed in the Company's Quarterly
Reports on Form 10-Q.

                                      F-26

      The Class A and Class B Common Stock are traded on the NASDAQ Stock
Market.

      As of December 12, 2001, there were 565 shareholders of record of the
Class A Common Stock and 156 shareholders of record of the Class B Common Stock.

NOTE 15--QUARTERLY FINANCIAL DATA (UNAUDITED)

      The quarterly results of operations for 2001 and 2000 are shown below
(U.S. dollars in thousands, except per share amounts):

                                                                                     Quarter ended,
                                                                                     --------------
                                                                  Jan. 31,       Apr. 30,       July 31,      Oct. 31,
                                                                    2001           2001           2001          2001
                                                                    ----           ----           ----          ----
                                                                                                 
Net sales ................................................       $    218,854   $   356,628    $   435,765   $   444,753
Gross profit .............................................       $     50,372   $    66,971    $    91,241   $    94,800
Net income ...............................................       $     38,575   $    22,958    $    12,913   $    14,328
Earnings per share:
      Basic:
      Class A Common Stock ...............................       $       1.37   $      0.81    $      0.46   $      0.51
      Class B Common Stock ...............................       $       2.04   $      1.22    $      0.68   $      0.76
      Diluted:
      Class A Common Stock ...............................       $       1.36   $      0.81    $      0.46   $      0.51
      Class B Common Stock ...............................       $       2.04   $      1.22    $      0.68   $      0.76
Earnings per share were calculated using the
 following number of shares:
      Basic:
      Class A Common Stock ...............................         10,523,196    10,523,196     10,523,788    10,523,723
      Class B Common Stock ...............................         11,846,778    11,842,859     11,842,859    11,838,128
      Diluted:
      Class A Common Stock ...............................         10,552,723    10,547,231     10,563,081    10,545,847
      Class B Common Stock ...............................         11,846,778    11,842,859     11,842,859    11,838,128
Market price (Class A Common Stock):
      High ...............................................       $      32.31   $     31.75    $     34.49   $     33.00
      Low ................................................       $      23.00   $     25.56    $     27.35   $     21.80
      Close ..............................................       $      25.69   $     28.92    $     32.50   $     24.80
Market price (Class B Common Stock):
      High ...............................................       $      30.00   $     29.75    $     30.74   $     32.01
      Low ................................................       $      23.63   $     25.00    $     26.50   $     24.00
      Close ..............................................       $      25.50   $     26.79    $     30.74   $     25.00

                                                                                     Quarter ended,
                                                                                     --------------
                                                                  Jan. 31,       Apr. 30,      July 31,       Oct. 31,
                                                                    2000           2000          2000           2000
                                                                    ----           ----          ----           ----
                                                                                                 
Net sales ................................................       $   238,613    $   233,837   $   243,856    $   247,650
Gross profit .............................................       $    59,756    $    48,255   $    57,130    $    61,329
Net income ...............................................       $    23,017    $    13,961   $    18,829    $    19,987
Earnings per share:
      Basic:
      Class A Common Stock ...............................       $      0.81    $      0.49   $      0.67    $      0.71
      Class B Common Stock ...............................       $      1.21    $      0.74   $      1.00    $      1.06
      Diluted:
      Class A Common Stock ...............................       $      0.81    $      0.49   $      0.66    $      0.70
      Class B Common Stock ...............................       $      1.21    $      0.74   $      1.00    $      1.06
Earnings per share were calculated using the
 following number of shares:
      Basic:
      Class A Common Stock ...............................        10,624,749     10,560,600    10,523,196     10,523,196
      Class B Common Stock ...............................        11,868,046     11,847,644    11,847,359     11,847,359
      Diluted:
      Class A Common Stock ...............................        10,655,985     10,609,258    10,558,690     10,569,713
      Class B Common Stock ...............................        11,868,046     11,847,644    11,847,359     11,847,359
Market price (Class A Common Stock):
      High ...............................................       $     30.56    $     33.00   $     33.00    $     33.50
      Low ................................................       $     25.75    $     27.50   $     25.00    $     25.00
      Close ..............................................       $     27.94    $     33.00   $     25.38    $     32.00

                                      F-27

                                                                                                         
Market price (Class B Common Stock):
      High ...............................................               $    33.00     $    32.25    $    32.75     $    31.75
      Low ................................................               $    28.13     $    27.88    $    26.13     $    27.13
      Close ..............................................               $    28.38     $    31.38    $    26.13     $    30.00

     In 2001, the Company reclassified shipping and handling costs from net
sales to cost of products sold in accordance with EITF No. 00-10, "Accounting
for shipping and Handling Fees and Costs." As a result, net sales, as reported
above, differ from the amounts previously disclosed in the Company's Quarterly
Reports on Form 10-Q.

     The Class A and Class B Common Stock are traded on the NASDAQ Stock Market.

     As of December 12, 2001, there were 565 shareholders of record of the Class
A Common Stock and 156 shareholders of record of the Class B Common Stock.

NOTE 16--SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

      On July 31, 2002, the Company issued $250 million of senior subordinated
notes which mature in 2012. The senior subordinated notes are guaranteed by each
of the Company's existing and future domestic subsidiaries (Guarantor
Subsidiaries). The Company's foreign subsidiaries do not guarantee the senior
subordinated notes (Non-Guarantor Subsidiaries).

      Presented below are summarized condensed consolidating financial
statements of the Parent (which includes certain of the Company's operating
units), the Guarantor Subsidiaries, the Non-Guarantor Subsidiaries and the
Company on a consolidated basis as of October 31, 2001 and 2000, and for each of
the three years ended October 31, 2001, 2000 and 1999.

      These summarized condensed consolidated financial statements are prepared
on the equity method. Separate financial statements for the Guarantor
Subsidiaries are not presented based on management's determination that they do
not provide additional information that is material to investors. Therefore, the
Guarantor Subsidiaries are combined in the presentation below.

                                      F-28

                      Condensed Consolidating Balance Sheet
                                October 31, 2001

                                                                     Guarantor     Non-Guarantor
                                                         Parent     Subsidiaries    Subsidiaries    Eliminations    Consolidated
                                                         ------     ------------    ------------    ------------    ------------
                                                                                                      
ASSETS
CURRENT ASSETS
      Cash and cash equivalents ...................    $    1,632     $ (6,516)        $ 34,604    $        --      $   29,720
      Trade accounts receivable ...................        22,591      119,660          140,731             --         282,982
      Inventories .................................        21,014       20,230           82,119             --         123,363
      Other current assets ........................        26,402       12,347           29,382             --          68,131
                                                       ----------     --------         --------    -----------      ----------
                                                           71,639      145,721          286,836             --         504,196
                                                       ----------     --------         --------    -----------      ----------
LONG-TERM ASSETS
      Goodwill and other intangible assets ........       116,999       23,775          129,028             --         269,802
      Investment in affiliates ....................       958,552      511,893            1,545     (1,327,919)        144,071
      Other long-term assets ......................        41,692            --          20,488        (17,898)         44,282
                                                       ----------     --------         --------    -----------      ----------
                                                        1,117,243      535,668          151,061     (1,345,817)        458,155
                                                       ----------     --------         --------    -----------      ----------

PROPERTIES, PLANTS AND EQUIPMENT, NET .............       270,759      268,865          269,213             --         808,837
                                                       ----------     --------         --------    -----------      ----------
                                                       $1,459,641     $950,254         $707,110    $(1,345,817)     $1,771,188
                                                       ==========     ========         ========    ===========      ==========
LIABILITIES &SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
      Accounts payable ............................       $21,824     $ 23,667         $ 71,626    $        --      $  117,117
      Short-term borrowings .......................            --           --           16,533             --          16,533
      Current portion of long-term debt ...........        43,140           --               --             --          43,140
      Other current liabilities ...................        10,943       34,154           71,632             --         116,729
                                                       ----------     --------         --------    -----------      ----------
                                                           75,907       57,821          159,791             --         293,519
                                                       ----------     --------         --------    -----------      ----------
LONG-TERM LIABILITIES
      Long-term debt ..............................       653,166           --            1,208             --         654,374
      Other long-term liabilities .................       144,222       49,062           61,003        (17,898)        236,389
                                                       ----------     --------         --------    -----------      ----------
                                                          797,388       49,062           62,211        (17,898)        890,763
                                                       ----------     --------         --------    -----------      ----------
MINORITY INTEREST .................................            --           --              560             --             560
                                                       ----------     --------         --------    -----------      ----------
SHAREHOLDERS' EQUITY ..............................       586,346      843,371          484,548     (1,327,919)        586,346
                                                       ----------     --------         --------    -----------      ----------
                                                       $1,459,641     $950,254         $707,110    $(1,345,817)     $1,771,188
                                                       ==========     ========         ========    ===========      ==========

                                      F-29

                      Condensed Consolidating Balance Sheet
                                October 31, 2000

                                                                      Guarantor      Non-Guarantor
                                                          Parent     Subsidiaries     Subsidiaries     Eliminations   Consolidated
                                                          ------     ------------     ------------     ------------   ------------
                                                                                                       
ASSETS
CURRENT ASSETS
    Cash and cash equivalents .......................   $   2,956     $   3,669          $  6,763        $      --      $  13,388
    Trade accounts receivable .......................      18,932        95,514             5,199               --        119,645
    Inventories .....................................      32,127         4,622             5,992               --         42,741
    Other current assets ............................      34,081         3,211                77               --         37,369
                                                        ---------     ---------          --------        ---------      ---------
                                                           88,096       107,016            18,031               --        213,143
                                                        ---------     ---------          --------        ---------      ---------
LONG-TERM ASSETS
    Goodwill and other intangible assets ............     123,169        12,590             2,341               --        138,100
    Investment in affiliates ........................     149,355            --             1,574          (14,555)       136,374
    Other long-term assets ..........................         609        15,126               317               --         16,052
                                                        ---------     ---------          --------        ---------      ---------
                                                          273,133        27,716             4,232          (14,555)       290,526
                                                        ---------     ---------          --------        ---------      ---------

PROPERTIES, PLANTS AND EQUIPMENT, NET ...............     291,933       133,291            10,438               --        435,662
                                                        ---------     ---------          --------        ---------      ---------
                                                        $ 653,162     $ 268,023          $ 32,701        $ (14,555)     $ 939,331
                                                        =========     =========          ========        =========      =========
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Accounts payable ................................   $  16,306     $  24,657          $  1,892        $      --      $  42,855
    Other current liabilities .......................       3,122        15,809             3,161               --         22,092
                                                        ---------     ---------          --------        ---------      ---------
                                                           19,428        40,466             5,053               --         64,947
                                                        ---------     ---------          --------        ---------      ---------
LONG-TERM LIABILITIES
    Long-term debt ..................................          --       235,000                --               --        235,000
    Other long-term liabilities .....................      91,220         5,422               228               --         96,870
                                                        ---------     ---------          --------        ---------      ---------
                                                           91,220       240,422               228               --        331,870
                                                        ---------     ---------          --------        ---------      ---------
SHAREHOLDERS' EQUITY ................................     542,514       (12,865)           27,420          (14,555)       542,514
                                                        ---------     ---------          --------        ---------      ---------
                                                        $ 653,162     $ 268,023          $ 32,701        $ (14,555)     $ 939,331
                                                        =========     =========          ========        =========      =========

                                      F-30

                 Condensed Consolidating Statement of Operations
                       For the year ended October 31, 2001

                                                                        Guarantor      Non-Guarantor
                                                              Parent   Subsidiaries    Subsidiaries     Eliminations   Consolidated
                                                              ------   ------------    ------------     ------------   ------------
                                                                                                        
Net sales ................................................   $760,376    $285,221        $553,870        $(143,467)     $1,456,000
Gain on sale of timberland ...............................         --      79,019             644               --          79,663
Other income (expense), net (1) ..........................    (44,734)     52,265          (1,173)              --           6,358
                                                             --------    --------        --------        ---------      ----------
                                                              715,642     416,505         553,341         (143,467)      1,542,021
                                                             --------    --------        --------        ---------      ----------
Cost of products sold ....................................    612,395     221,927         461,761         (143,467)      1,152,616
Selling, general and administrative expenses .............    106,482      37,316          60,918               --         204,716
Restructuring costs ......................................     11,534          --              --               --          11,534
Interest expense (income), net ...........................     23,793        (280)         21,636               --          45,149
                                                             --------    --------        --------        ---------      ----------
                                                              754,204     258,963         544,315         (143,467)      1,414,015
                                                             --------    --------        --------        ---------      ----------
      Income (loss) before income taxes, minority interest
         in income of consolidated subsidiaries and equity
         in earnings of affiliates........................    (38,562)    157,542           9,026               --         128,006
Income taxes .............................................    (14,615)     59,708           3,421               --          48,514
                                                             --------    --------        --------        ---------      ----------
      Income (loss) before minority interest in income
         of consolidated subsidiaries and equity in
         earnings of affiliates...........................    (23,947)     97,834           5,605               --          79,492
Minority interest in income of consolidated subsidiaries..         --          --            (594)              --            (594)
Equity in earnings of affiliates .........................    112,721          --             131         (102,976)          9,876
                                                             --------    --------        --------        ---------      ----------
      Net income (loss) ..................................   $ 88,774    $ 97,834        $  5,142        $(102,976)     $   88,774
                                                             ========    ========        ========        =========      ==========

__________
(1)  Parent column other expense amount and a related amount of other income in
     the Guarantor Subsidiaries column, primarily relate to an intercompany
     royalty arrangement.

                 Condensed Consolidating Statement of Operations
                       For the year ended October 31, 2000

                                                                        Guarantor      Non-Guarantor
                                                              Parent   Subsidiaries    Subsidiaries     Eliminations   Consolidated
                                                              ------   ------------    ------------     ------------   ------------
                                                                                                        
Net sales ................................................   $840,546    $160,438        $49,071          $(86,099)      $963,956
Gain on sale of timberland ...............................         --       8,773            482                --          9,255
Other income (expense), net (1) ..........................    (48,549)     53,460            (39)               --          4,872
                                                             --------    --------        -------          --------       --------
                                                              791,997     222,671         49,514           (86,099)       978,083
                                                             --------    --------        -------          --------       --------
Cost of products sold ....................................    669,146     114,592         39,847           (86,099)       737,486
Selling, general and administrative expenses .............    104,662      18,665          4,974                --        128,301
Interest expense (income), net ...........................     (1,167)     14,115         (1,106)               --         11,842
                                                             --------    --------        -------          --------       --------
                                                              772,641     147,372         43,715           (86,099)       877,629
                                                             --------    --------        -------          --------       --------
      Income before income taxes, minority interest
         in income of consolidated subsidiaries and
         equity in earnings of affiliates ................     19,356      75,299          5,799                --        100,454
Income taxes .............................................      7,331      28,501          2,195                --         38,027
                                                             --------    --------        -------          --------       --------
      Income before minority interest in income of
         consolidated subsidiaries and equity in
         earnings of affiliates ..........................     12,025      46,798          3,604                --         62,427
Minority interest in income of consolidated
   subsidiaries ..........................................         --          --             --                --             --
Equity in earnings of affiliates .........................     63,769          --            119           (50,521)        13,367
                                                             --------    --------        -------          --------       --------
      Net income (loss) ..................................   $ 75,794    $ 46,798        $ 3,723          $(50,521)      $ 75,794
                                                             ========    ========        =======          ========       ========

__________

(1)  Parent column other expense amount and a related amount of other income in
     the Guarantor Subsidiaries column, primarily relate to an intercompany
     royalty arrangement.

                                      F-31

                                                                   Condensed Consolidating Statement of Operations
                                                                   -----------------------------------------------
                                                                         For the year ended October 31, 1999
                                                                         -----------------------------------
                                                                        Guarantor  Non-Guarantor
                                                             Parent   Subsidiaries  Subsidiaries Eliminations Consolidated
                                                             ------   ------------  ------------ ------------ ------------

Net sales ................................................  $768,857      $122,632      $44,262    $(82,313)    $853,438
Gain on sale of timberland ...............................        --         4,193          348          --        4,541
Other income (expense), net ..............................    (3,762)       14,221          (18)         --       10,441
                                                            --------      --------      -------    --------     --------
                                                             765,095       141,046       44,592     (82,313)     868,420
                                                            --------      --------      -------    --------     --------
Cost of products sold .....................................  628,897        92,248       36,252     (82,313)     675,084
Selling, general and administrative expenses ..............   74,862        33,946        4,187          --      112,995
Interest expense (income), net ............................     (370)       14,401       (1,048)         --       12,983
                                                            --------      --------      -------    --------     --------
                                                             703,389       140,595       39,391     (82,313)     801,062
                                                            --------      --------      -------    --------     --------
      Income before income taxes, minority interest
         in income of consolidated subsidiaries and
         equity in earnings of affiliates .................   61,706           451        5,201          --       67,358
Income taxes ..............................................   24,496           179        2,065          --       26,740
                                                            --------      --------      -------    --------     --------
      Income before minority interest in income of
         consolidated subsidiaries and equity in
         earnings of affiliates ...........................   37,210           272        3,136          --       40,618
Minority interest in income of consolidated
   subsidiaries ...........................................       --            --           --          --           --
Equity in earnings of affiliates ..........................   14,163            --          132      (3,540)      10,755
                                                            --------      --------      -------    --------     --------
      Net income (loss) ................................... $ 51,373      $    272      $ 3,268    $ (3,540)    $ 51,373
                                                            ========      ========      =======    ========     ========

                                      F-32

                 Condensed Consolidating Statement of Cash Flows
                       For the year ended October 31, 2001

                                                                            Guarantor     Non-Guarantor
                                                                Parent     Subsidiaries   Subsidiaries   Eliminations  Consolidated
                                                                ------     ------------   ------------   ------------  ------------
                                                                                                        
Cash flows from operating activities:
   Net cash provided by operating activities ...............   $  67,089    $     (581)    $ 32,357        $    --      $   98,865
                                                               ---------    ----------     --------        -------      ----------
Cash flows from investing activities:
   Acquisitions of businesses, net of cash
     acquired ..............................................    (571,829)      257,678        1,259             --        (312,892)
   Purchase of properties, plants and equipment ............     (15,893)     (115,159)      (1,165)            --        (132,217)
   Proceeds on disposals of properties, plants
     and equipment .........................................       9,526        82,877           --             --          92,403
                                                               ---------    ----------     --------        -------      ----------
   Net cash (used in) provided by investing
     activities ............................................    (578,196)      225,396           94             --        (352,706)
                                                               ---------    ----------     --------        -------      ----------

Cash flows from financing activities:
   Proceeds from issuance of long-term debt ................     760,000            --           --             --         760,000
   Payments on long-term debt ..............................    (234,204)     (235,000)       4,662             --        (464,542)
   Payments on short-term borrowings .......................          --            --       (7,062)            --          (7,062)
   Dividends paid ..........................................     (15,158)           --           --             --         (15,158)
   Other, net ..............................................        (855)           --           --             --            (855)
                                                               ---------    ----------     --------        -------      ----------
   Net cash provided by (used in) financing
     activities ............................................     509,783      (235,000)      (2,400)            --         272,383
                                                               ---------    ----------     --------        -------      ----------
Effect of exchange rate changes on cash ....................          --            --       (2,210)            --          (2,210)
                                                               ---------    ----------     --------        -------      ----------
Net increase (decrease) in cash and cash equivalents .......      (1,324)      (10,185)      27,841             --          16,332
Cash and cash equivalents at beginning of year .............       2,956         3,669        6,763             --          13,388
                                                               ---------    ----------     --------        -------      ----------
Cash and cash equivalents at end of year ...................   $   1,632    $   (6,516)    $ 34,604        $    --      $   29,720
                                                               =========    ==========     ========        =======      ==========

                                      F-33

                 Condensed Consolidating Statement of Cash Flows
                       For the year ended October 31, 2000

                                                                                                 Non-
                                                                                  Guarantor   Guarantor
                                                                       Parent   Subsidiaries Subsidiaries Eliminations  Consolidated
                                                                       ------   ------------ ------------ ------------  ------------
                                                                                                         
Cash flows from operating activities:
     Net cash provided by operating activities .....................  $  38,465   $  73,041    $   5,723       $  --     $ 117,229
                                                                      ---------   ---------    ---------       -----     ---------

Cash flows from investing activities:
     Disposals of investments in government securities .............         --          --        5,314          --         5,314
     Purchases of properties, plants and equipment .................    (22,538)    (47,270)      (9,025)         --       (78,833)
     Proceeds on disposals of properties, plants and equipment .....      4,632          35            5          --         4,672
                                                                      ---------   ---------    ---------       -----     ---------
     Net cash used in investing activities .........................    (17,906)    (47,235)      (3,706)         --       (68,847)
                                                                      ---------   ---------    ---------       -----     ---------

Cash flows from financing activities:
   Payments on long-term debt ......................................         --     (23,000)          --          --       (23,000)
   Dividends paid ..................................................    (14,619)         --           --          --       (14,619)
   Other, net ......................................................     (4,778)         --           --          --        (4,778)
                                                                      ---------   ---------    ---------       -----     ---------
   Net cash used in financing activities ...........................    (19,397)    (23,000)          --          --       (42,397)
                                                                      ---------   ---------    ---------       -----     ---------
Effect of exchange rate changes on cash ............................         --          --       (1,532)         --        (1,532)
                                                                      ---------   ---------    ---------       -----     ---------
Net increase in cash and cash equivalents ..........................      1,162       2,806          485          --         4,453
Cash and cash equivalents at beginning of year .....................      1,794         863        6,278          --         8,935
                                                                      ---------   ---------    ---------       -----     ---------
Cash and cash equivalents at end of year ...........................  $   2,956   $   3,669    $   6,763       $  --     $  13,388
                                                                      =========   =========    =========       =====     =========

                                      F-34

                 Condensed Consolidating Statement of Cash Flows
                 -----------------------------------------------
                       For the year ended October 31, 1999
                       -----------------------------------

                                                                                              Non-
                                                                               Guarantor    Guarantor
                                                                     Parent  Subsidiaries Subsidiaries  Eliminations Consolidated
                                                                     ------  ------------ ------------  ------------ ------------
                                                                                                      
Cash flows from operating activities:
      Net cash provided by (used in) operating activities ........ $ 112,447   $ (40,251)      $  (430)         $  --    $  71,766
                                                                   ---------   ---------       -------          -----    ---------

Cash flows from investing activities:
      Acquisitions of other companies, net of cash ...............   (79,626)      7,734        (2,341)            --      (74,233)
      Sales of investments in gov't securities ...................        --          --         1,340             --        1,340
      Purchases of properties, plants and equipment ..............   (28,059)    (19,507)       (1,687)            --      (49,253)
      Proceeds on disposals of properties, plants and equipment ..        --      18,874            --             --       18,874
                                                                   ---------   ---------       -------          -----    ---------
      Net cash (used in) provided by investing activities ........  (107,685)      7,101        (2,688)            --     (103,272)
                                                                   ---------   ---------       -------          -----    ---------
Cash flows from financing activities:
      Proceeds from issuance of long-term debt ...................        --      54,500            --             --       54,500
      Payments on long-term debt .................................        --     (31,500)           --             --      (31,500)
      Payments on short-term borrowings ..........................        --          --            --             --           --
      Dividends paid .............................................   (14,315)         --            --             --      (14,315)
      Other, net .................................................   (10,811)         --            --             --      (10,811)
                                                                   ---------   ---------       -------          -----    ---------
      Net cash (used in) provided by financing activities ........   (25,126)     23,000            --             --       (2,126)
                                                                   ---------   ---------       -------          -----    ---------
Effect of exchange rate changes on cash ..........................        --          --         1,238             --        1,238
                                                                   ---------   ---------       -------          -----    ---------
Net decrease in cash and cash equivalents ........................   (20,364)    (10,150)       (1,880)            --      (32,394)
Cash and cash equivalents at beginning of year ...................    22,158      11,013         8,158             --       41,329
                                                                   ---------   ---------       -------          -----    ---------
Cash and cash equivalents at end of year ......................... $   1,794   $     863       $ 6,278          $  --      $ 8,935
                                                                   =========   =========       =======          =====    =========

                                      F-35

                GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                    CONSOLIDATED INTERIM STATEMENT OF INCOME
                                   (UNAUDITED)
              (U.S. dollars in thousands, except per share amounts)

                                                                     Nine months ended
                                                                          July 31,
                                                                          -------
                                                                   2002            2001
                                                                   ----            ----
                                                                          
Net sales ...................................................   $ 1,197,251     $1,011,247
Gain on sale of timberland ..................................         9,677         78,674
Other income, net ...........................................         4,696          4,288
                                                                -----------     ----------
                                                                  1,211,624      1,094,209
                                                                -----------     ----------
Cost of products sold .......................................       957,465        802,663
Selling, general and administrative expenses ................       187,774        141,695
Restructuring charge ........................................            --         11,534
Debt extinguishment charge ..................................         4,390             --
Interest expense, net .......................................        40,949         29,265
                                                                -----------     ----------
                                                                  1,190,578        985,157
                                                                -----------     ----------
Income before income taxes, minority interest in income of
   consolidated subsidiaries and equity in earnings of
   affiliates ...............................................        21,046        109,052
Income taxes ................................................         7,577         41,331
                                                                -----------     ----------
Income before minority interest in income of consolidated
   subsidiaries and equity in earnings of affiliates ........        13,469         67,721
Minority interest in income of consolidated subsidiaries ....          (622)          (358)
Equity in earnings of affiliates ............................         5,826          7,083
                                                                -----------     ----------
Net income ..................................................   $    18,673     $   74,446
                                                                ===========     ==========
Basic earnings per share:

      Class A Common Stock ..................................   $      0.67     $     2.64
      Class B Common Stock ..................................   $      0.99     $     3.94

Diluted earnings per share:

      Class A Common Stock ..................................   $      0.66     $     2.63
      Class B Common Stock ..................................   $      0.99     $     3.94

See accompanying Notes to Interim Consolidated Financial Statements.

                                      F-36

                GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                       CONSOLIDATED INTERIM BALANCE SHEETS
                           (U.S. dollars in thousands)

                                                                                        July 31,       October 31,
                                                                                          2002            2001
                                                                                          ----            ----
                                                                                      (Unaudited)
                                                                                                  
ASSETS
CURRENT ASSETS
      Cash and cash equivalents ....................................................   $   21,164       $   29,720
      Trade accounts receivable--less allowance of $11,681 ($10,596 in 2001) .......      268,805          282,982
      Inventories ..................................................................      133,489          123,363
      Net assets held for sale .....................................................       14,369           12,530
      Deferred tax asset ...........................................................        9,648            9,697
      Prepaid expenses and other ...................................................       37,726           45,904
                                                                                       ----------       ----------
                                                                                          485,201          504,196
                                                                                       ----------       ----------
LONG-TERM ASSETS
      Goodwill--less amortization ..................................................      235,653          236,623
      Other intangible assets ......................................................       30,012           33,179
      Investment in affiliates .....................................................      146,555          144,071
      Other long-term assets .......................................................       45,146           44,282
                                                                                       ----------       ----------
                                                                                          457,366          458,155
                                                                                       ----------       ----------
PROPERTIES, PLANTS AND EQUIPMENT--at cost
      Timber properties--less depletion ............................................       78,698           74,851
      Land .........................................................................       83,072           81,048
      Buildings ....................................................................      233,753          235,980
      Machinery and equipment ......................................................      721,505          689,637
      Capital projects in progress .................................................       41,375           43,200
                                                                                       ----------       ----------
                                                                                        1,158,403        1,124,716
      Accumulated depreciation .....................................................     (374,763)        (315,879)
                                                                                       ----------       ----------
                                                                                          783,640          808,837
                                                                                       ----------       ----------
                                                                                       $1,726,207       $1,771,188
                                                                                       ==========       ==========

See accompanying Notes to Interim Consolidated Financial Statements.

                                      F-37

                GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                       CONSOLIDATED INTERIM BALANCE SHEETS
                           (U.S. dollars in thousands)

                                                        July 31,    October 31,
                                                          2002         2001
                                                          ----         ----
                                                      (Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
      Accounts payable ............................   $  137,078    $  117,117
      Accrued payrolls and employee benefits ......       35,308        27,604
      Restructuring reserves ......................        4,006        15,109
      Short-term borrowings .......................       24,636        16,533
      Current portion of long-term debt ...........       17,890        43,140
      Other current liabilities ...................       72,517        74,016
                                                      ----------    ----------
                                                         291,435       293,519
                                                      ----------    ----------
LONG-TERM LIABILITIES
      Long-term debt ..............................      630,362       654,374
      Deferred tax liability ......................      119,597       124,346
      Postretirement benefit liability ............       47,675        50,028
      Other long-term liabilities .................       53,760        62,015
                                                      ----------    ----------
                                                         851,394       890,763
                                                      ----------    ----------
MINORITY INTEREST                                          1,167           560
                                                      ----------    ----------

SHAREHOLDERS' EQUITY
      Common stock, without par value .............       11,974        10,446
      Treasury stock, at cost .....................      (60,298)      (58,812)
      Retained earnings ...........................      678,853       671,917
      Accumulated other comprehensive loss
            foreign currency translation ..........      (34,009)      (21,378)
            interest rate swaps ...................      (11,469)      (13,071)
            minimum pension liability .............       (2,840)       (2,756)
                                                      ----------    ----------
                                                         582,211       586,346
                                                      ----------    ----------
                                                      $1,726,207    $1,771,188
                                                      ==========    ==========

See accompanying Notes to Interim Consolidated Financial Statements.

                                      F-38

                GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

                  CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                           (U.S. dollars in thousands)

                                                                                       Nine months ended July 31,
                                                                                       --------------------------
                                                                                         2002              2001
                                                                                         ----              ----
                                                                                                  
Cash flows from operating activities:
      Net income ....................................................................  $  18,673        $  74,446
Adjustments to reconcile net income to net cash provided by operating activities:
      Depreciation, depletion and amortization ......................................     74,896           57,462
      Equity in earnings of affiliates, net of dividends received ...................     (3,529)          (4,214)
      Minority interest in income of consolidated subsidiaries ......................        622              358
      Deferred income taxes .........................................................     (3,090)          23,671
      Gain on disposals of properties, plants and equipment .........................    (13,097)         (80,906)
      Other, net ....................................................................    (17,682)         (33,484)
      Changes in current assets and liabilities .....................................     27,292           50,059
                                                                                       ---------        ---------
      Net cash provided by operating activities .....................................     84,085           87,392
                                                                                       ---------        ---------
Cash flows from investing activities:
      Acquisition of business, net of cash ..........................................         --         (314,763)
      Purchases of properties, plants and equipment .................................    (38,805)        (124,435)
      Proceeds on disposals of properties, plants and equipment .....................     18,498           85,684
                                                                                       ---------        ---------
      Net cash used in investing activities .........................................    (20,307)        (353,514)
                                                                                       ---------        ---------
Cash flows from financing activities:
      Proceeds from long-term debt ..................................................    242,750          760,000
      Payments on long-term debt ....................................................   (305,729)        (433,196)
      Payments on short-term borrowings .............................................         --           (4,902)
      Proceeds from short-term borrowings ...........................................      7,476               --
      Dividends paid ................................................................    (11,740)         (11,197)
      Acquisitions of treasury stock ................................................     (1,627)            (117)
      Exercise of stock options .....................................................      1,669               69
                                                                                       ---------        ---------
      Net cash (used in) provided by financing activities ...........................    (67,201)         310,657
                                                                                       ---------        ---------
Effects of exchange rates on cash ...................................................     (5,133)          (1,622)
                                                                                       ---------        ---------
Net (decrease) increase in cash and cash equivalents ................................     (8,556)          42,913

Cash and cash equivalents at beginning of period ....................................     29,720           13,388
                                                                                       ---------        ---------
Cash and cash equivalents at end of period ..........................................  $  21,164        $  56,301
                                                                                       =========        =========

See accompanying Notes to Interim Consolidated Financial Statements.

                                      F-39

                GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES

               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                  JULY 31, 2002

NOTE 1--BASIS OF PRESENTATION

     The information furnished herein reflects all adjustments which are, in the
opinion of management, necessary for a fair presentation of the consolidated
balance sheets as of July 31, 2002 and October 31, 2001 and the consolidated
statements of income and cash flows for the nine-month periods ended July 31,
2002 and 2001. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make certain estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual amounts
could differ from those estimates.

     These interim financial statements should be read in conjunction with the
consolidated financial statements and notes thereto as of October 31, 2001 and
2000 and for each of the three years in the period ended October 31, 2001 of
Greif Bros. Corporation and its subsidiaries (collectively, the "Company")
included elsewhere herein.

     Certain prior year amounts have been reclassified to conform to the 2002
presentation.

NOTE 2--VAN LEER INDUSTRIAL PACKAGING ACQUISITION

     On March 2, 2001, pursuant to the terms of a Share Purchase Agreement dated
October 27, 2000, as amended on January 5 and February 28, 2001, between the
Company and Huhtamaki Van Leer Oyj, a Finnish corporation ("Huhtamaki"), the
Company acquired all of the issued share capital of Royal Packaging Industries
Van Leer N.V., a Dutch limited liability company, Huhtamaki Holdings do Brasil
Ltda., a Brazilian limited liability company, Van Leer France Holding S.A.S., a
French limited liability company, Van Leer Containers, Inc., a U.S. corporation,
and American Flange & Manufacturing Co., Inc., a U.S. corporation (collectively,
"Van Leer Industrial Packaging"). Van Leer Industrial Packaging was a worldwide
provider of industrial packaging and components, including steel, fibre and
plastic drums, polycarbonate water bottles, intermediate bulk containers and
closure systems, with operations in over 40 countries.

     As consideration for the shares of Van Leer Industrial Packaging, the
Company paid $555.0 million less the amount of Van Leer Industrial Packaging's
debt and certain other obligations ($206.4 million) that were assumed by the
Company as of the closing date. In addition, the Company paid $15.8 million in
legal and professional fees related to the acquisition. The acquisition was
funded by new long-term debt borrowed against a $900 million Senior Secured
Credit Agreement.

     The acquisition of Van Leer Industrial Packaging, included in operating
results from the acquisition date, was accounted for using the purchase method
of accounting and, accordingly, the purchase price was allocated to the assets
purchased and liabilities assumed based upon their fair values at the date of
acquisition. The fair values of the assets acquired and the liabilities assumed
were $636.8 million and $423.3 million, respectively.

Pro Forma Information

     The following pro forma (unaudited) information for the nine months ended
July 31, 2001 assumes the Van Leer Industrial Packaging acquisition had occurred
on November 1, 2000 (U.S. dollars in thousands, except per share amounts):

     Net sales .....................................................  $1,302,502
     Net income ....................................................  $   58,476
     Basic and diluted earnings per share:
     Class A Common Stock ..........................................  $     2.07
     Class B Common Stock ..........................................  $     3.10

                                      F-40

      The above amounts reflect adjustments for interest expense related to the
debt issued for the acquisition, amortization of goodwill and intangible assets,
and depreciation expense on the revalued properties, plants and equipment. The
pro forma amounts do not include anticipated synergies from the acquisition, nor
do they include the anticipated savings associated with the restructuring plan
of Van Leer Industrial Packaging and the Company's locations existing prior to
the acquisition date.

      The pro forma information, as presented above, is not indicative of the
results which would have been obtained had the transaction occurred on November
1, 2000, nor is it indicative of the Company's future results.

NOTE 3--RESTRUCTURING RESERVES

      During the second quarter of 2001, the Company approved a plan to
consolidate some of its locations in order to eliminate duplicate facilities
caused by the Van Leer Industrial Packaging acquisition and improve operating
efficiencies and capabilities. The plan was the result of an in-depth study to
determine whether certain locations, either existing or newly acquired, should
be closed and the sales and manufacturing volume associated with such plants
relocated to a different facility. Six existing Company-owned plastic drum and
steel drum plants were identified to be closed. The plants are located in North
America. In addition, certain redundant administrative functions were identified
to be eliminated. As a result of this plan, during the second quarter of 2001,
the Company recognized a pretax restructuring charge of $11.5 million,
consisting of $8.0 million in employee separation costs (approximately 250
employees) and a $3.5 million loss on disposal of equipment and facilities. The
Company has sold or is in the process of selling these six owned facilities. The
Company expects to complete these restructuring activities during 2002.
Subsequent to the recognition of the restructuring charge, the Company has and
will continue to recognize expense related to additional costs to relocate
machinery and equipment and employees upon the closure of these plants. The
amounts charged against this restructuring reserve during the period ended
July31, 2002 are as follows (U.S. dollars in thousands):

                                                                Balance at             Balance at
                                                                 10/31/01    Activity    7/31/02
                                                                 --------    --------    -------
                                                                               
Cash charges:
Employee separation costs .....................................   $ 3,991    $(3,768)   $   223
Cash and non-cash charges:
Other exit costs ..............................................       312         --        312
                                                                  -------    -------    -------
                                                                  $ 4,303    $(3,768)   $   535
                                                                  =======    =======    =======

      As of July 31, 2002, there were a total of 227 employees that had been
terminated and provided severance benefits under this restructuring plan.

      In addition, in connection with the March 2001 acquisition of Van Leer
Industrial Packaging from Huhtamaki and the consolidation plan, five facilities
purchased as part of the acquisition have been or will be closed. These
facilities are owned by subsidiaries of the Company. The facilities are located
in North America, South America, United Kingdom and Asia Pacific. In addition,
certain redundant administrative functions have been or will be eliminated.
Accordingly, the Company recognized a $19.7 million restructuring liability in
its purchase price allocation related to these locations. This liability was
accounted for under Emerging Issues Task Force ("EITF") No. 95-3, "Recognition
of Liabilities in Connection with a Purchase Business Combination." The
liability consisted of $16.5 million in employee separation costs (approximately
300 employees) and $3.2 million in other exit costs. The Company has sold or is
in the process of selling these Company-owned facilities. The amounts charged
against this restructuring reserve during the period ended July 31, 2002 are as
follows (U.S. dollars in thousands):

                                                                 Balance at             Balance at
                                                                  10/31/01    Activity    7/31/02
                                                                  --------    --------    -------
                                                                                 
Cash charges:
Employee separation costs .....................................   $  9,518    $ (6,836)   $  2,682
Cash and non-cash charges:
Other exit costs ......... ....................................      1,288        (499)        789
                                                                  --------    --------    --------
                                                                  $ 10,806    $ (7,335)   $  3,471
                                                                  ========    ========    ========

                                      F-41

      As of July 31, 2002, there were a total of 210 employees that had been
terminated and provided severance benefits under this restructuring plan.

NOTE 4--TIMBERLAND TRANSACTIONS

Sale of Timber Properties

      In December 2000, the Company sold certain hardwood timberland for $44.4
million. As such, the Company recognized a gain of $43.0 million during the
first quarter of 2001 related to this transaction. In a related agreement, the
Company sold other hardwood timberland for $30.0 million in March 2001, and
recognized an additional gain of $27.7 million during the second quarter of
2001.

      A total of approximately 65,000 acres of timber properties situated in
Arkansas, Mississippi and Louisiana were sold as a result of these transactions.

Purchase of Timber Properties

      In December 2000, the Company purchased certain softwood timberland for
$42.8 million. In a related agreement, the Company purchased other softwood
timberland for $43.1 million in March 2001.

      A total of approximately 63,000 acres of timber properties situated in
Louisiana were purchased as a result of these transactions.

NOTE 5--NET ASSETS HELD FOR SALE

      Net assets held for sale represent land, buildings and land improvements
less accumulated depreciation for locations that have been closed, primarily as
a result of the restructuring plans in the Industrial Shipping Containers
segment (see Note 3 Restructuring Reserves). As of July 31, 2002, there were 13
facilities held for sale. The net assets held for sale are being marketed for
sale, and it is the Company's intention to complete the sales within the
upcoming year.

NOTE 6--INVESTMENT IN AFFILIATES

      The Company has investments in CorrChoice, Inc. (63.24%),
Socer-Embalagens, Lda. (25%) and Balmer Lawrie-Van Leer (40.06%) which are
accounted for on the equity method. The Company's investment in Abzac-Greif
(49.0%) was sold for approximately $2.0 million, with a gain of $0.1 million,
during the second quarter of 2002. The Company's share of earnings of these
affiliates is included in income as earned. In the first nine months of 2002,
the Company received dividends from affiliates of $2.3 million.

      The difference between the cost basis of the Company's investment in the
underlying equity of affiliates of $4.5 million at July 31, 2002 is being
amortized over a 15-year period.

      The summarized unaudited financial information below represents the
combined results of the Company's unconsolidated affiliates (U.S. dollars in
thousands):

                                                              Nine months ended
                                                                   July 31,
                                                                   --------
                                                               2002       2001
                                                               ----       ----
Net sales .................................................  $167,958   $214,196
Gross profit ..............................................  $ 30,944   $ 33,049
Net income ................................................  $ 10,769   $ 13,238

                                      F-42

NOTE 7 -- LONG-TERM DEBT

         Long-term debt is summarized as follows (U.S. dollars in thousands):

                                                         July 31,   October 31,
                                                           2002         2001
                                                           ----         ----

$900 million Senior Secured Credit Agreement            $ 399,507    $ 696,306
8 7/8% Senior Subordinated Notes                          247,965           --
Other debt                                                    780        1,208
                                                        ---------    ---------
                                                          648,252      697,514
Less current portion                                      (17,890)     (43,140)
                                                        ---------    ---------
                                                        $ 630,362    $ 654,374
                                                        =========    =========

$900 Million Senior Secured Credit Agreement

         On March 2, 2001, the Company entered into a $900 million Senior
Secured Credit Agreement with a syndicate of lenders. A portion of the proceeds
from the Senior Secured Credit Agreement was used to fund the Van Leer
Industrial Packaging acquisition and to refinance amounts outstanding under the
Company's then existing revolving credit facility. The Senior Secured Credit
Agreement provides for three term loans, a $150 million U.S. Dollar Term Loan A,
a $200 million Euro Term Loan A and a $400 million U.S. Dollar Term Loan B, and
a $150 million revolving multicurrency credit facility. At July 31, 2002, there
was $106 million available under the $150 million revolving multicurrency credit
facility. The revolving multicurrency credit facility is available for working
capital and general corporate purposes.

         As of August 23, 2002, the $900 million Senior Secured Credit Agreement
was refinanced using proceeds from the Amended and Restated Senior Secured
Credit Agreement (see Note 16 - Subsequent Event).

8 7/8% Senior Subordinated Notes

         On July 31, 2002, the Company issued Senior Subordinated Notes in the
aggregate principal amount of $250 million, receiving net proceeds of
approximately $248 million before expenses. Interest on the notes is payable
semi-annually at the annual rate of 8 7/8%. The notes do not have required
principal payments prior to maturity on August 1, 2012. The net proceeds from
the notes issuance were utilized to repay indebtedness under the Company's $900
million Senior Secured Credit Agreement and fees paid in connection with the
offering. The fair value of the notes was approximately $248 million at July 31,
2002, based on quoted market prices.

         During the third quarter of 2002, the Company incurred a non-cash debt
extinguishment charge of $4.4 million related to the partial extinguishment of
the $900 million Senior Secured Credit Agreement. The Company has early adopted
the Financial Accounting Standard Board ("FASB") Statement of Financial
Accounting Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No.13, and Technical Corrections." SFAS No.
145 rescinds SFAS No. 4, which required all gains and losses from extinguishment
of debt to be aggregated and, if material, classified as an extraordinary item,
net of the related income tax effect. As such, the debt extinguishment charge
has been presented as a component of income before income taxes, minority
interest in income of consolidated subsidiaries and equity in earnings of
affiliates.

NOTE 8--FINANCIAL INSTRUMENTS

     The Company had interest rate swap agreements with an aggregate notional
amount of $280 million at July 31, 2002 with various maturities through 2008.
Under these agreements, the Company receives interest quarterly from the
counterparties equal to the LIBOR rate and pays interest at a weighted average
rate of 5.41% over the life of the contracts. At July 31, 2002, a liability for
the interest rate swap contracts, which represented their fair values at that
time, in the amount of $17.9 million ($11.5 million net of tax) was recorded
with an offsetting amount in accumulated other comprehensive income (loss).

                                      F-43

      At July 31, 2002, the Company had outstanding foreign currency forward
contracts in the notional amount of $23.8 million. The fair value of these
contracts at July 31, 2002 resulted in a gain of $0.2 million. The purpose of
these contracts is to hedge short-term intercompany loan balances with its
foreign businesses.

      While the Company may be exposed to credit losses in the event of
nonperformance by the counterparties to its derivative financial instrument
contracts, its counterparties are established banks and financial institutions
with high credit ratings. The Company has no reason to believe that such
counterparties will not be able to fully satisfy their obligations under these
contracts.

      The fair values of all derivative financial instruments are estimated
based on current settlement prices of comparable contracts obtained from dealer
quotes. The values represent the estimated amounts the Company would pay or
receive to terminate the agreements at the reporting date.

NOTE 9--CAPITAL STOCK

      Class A Common Stock is entitled to cumulative dividends of 1 cent per
share per year after which Class B Common Stock is entitled to non-cumulative
dividends up to 1/2 cent per share per year. Further distribution in any year
must be made in proportion of 1 cent a share for Class A Common Stock to 1 1/2
cents a share for Class B Common Stock. The Class A Common Stock has no voting
power nor is it entitled to notice of meetings of the stockholders, all rights
to vote and all voting power being vested exclusively in the Class B Common
Stock unless four quarterly cumulative dividends upon the Class A Common Stock
are in arrears. There is no cumulative voting.

      The following table summarizes the Company's Class A and Class B common
and treasury shares at the specified dates:

                                                      Authorized    Issued    Outstanding    Treasury
                                                        Shares      Shares       Shares       Shares
                                                        ------      ------       ------       ------
                                                                                
July 31, 2002:
Class A Common Stock ..............................   32,000,000  21,140,960   10,582,366   10,558,594
Class B Common Stock ..............................   17,280,000  17,280,000   11,772,859    5,507,141

October 31, 2001:
Class A Common Stock ..............................   32,000,000  21,140,960   10,516,196   10,624,764
Class B Common Stock ..............................   17,280,000  17,280,000   11,822,859    5,457,141

NOTE 10--DIVIDENDS PER SHARE

      The following dividends per share were paid during the period indicated:

                                                              Nine months ended
                                                                   July 31,
                                                                   --------

                                                                2002      2001
                                                                ----      ----
Class A Common Stock .......................................   $ 0.42    $ 0.40
Class B Common Stock .......................................   $ 0.62    $ 0.59

NOTE 11--CALCULATION OF EARNINGS PER SHARE

      The Company has two classes of common stock and, as such, applies the
"two-class method" of computing earnings per share as prescribed in Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share." In
accordance with the statement, earnings are allocated first to Class A and Class
B Common Stock to the extent that dividends are actually paid and the remainder
allocated assuming all of the earnings for the period have been distributed in
the form of dividends.

                                      F-44

      The following is a reconciliation of the average shares used to calculate
basic and diluted earnings per share:

                                                            Nine months ended
                                                                 July 31,
                                                                 --------
                                                            2002         2001
                                                            ----         ----
Class A Common Stock:
Basic shares .........................................   10,549,345   10,523,393

Assumed conversion of stock options ..................       77,429       29,472
                                                         ----------   ----------
Diluted shares .......................................   10,626,774   10,552,865
                                                         ==========   ==========
Class B Common Stock:
Basic and diluted shares .............................   11,796,650   11,844,165
                                                         ==========   ==========

      There were 18,000 stock options that were antidilutive for the nine-month
period ended July 31, 2002 (797,634 for the nine-month period ended July 31,
2001).

NOTE 12--COMPREHENSIVE INCOME

      Comprehensive income is comprised of net income and other charges and
credits to equity that are not the result of transactions with the owners. The
components of comprehensive income, net of tax, are as follows (U.S. dollars in
thousands):

                                                                                     Nine months ended
                                                                                          July 31,
                                                                                          --------
                                                                                      2002        2001
                                                                                      ----        ----
                                                                                          
Net income ......................................................................   $ 18,673    $ 74,446
Other comprehensive income (loss):
   Foreign currency translation adjustment ......................................    (12,631)       (509)
   Change in market value of interest rate swaps, net of tax ....................      1,602      (6,878)
   Minimum pension liability adjustment, net of tax .............................        (84)         --
                                                                                    --------    --------
Comprehensive income ............................................................   $  7,560    $ 67,059
                                                                                    ========    ========

NOTE 13--BUSINESS SEGMENT INFORMATION

      The Company operates in three business segments: Industrial Shipping
Containers; Containerboard & Corrugated Products; and Timber.

      The Company's reportable segments are strategic business units that offer
different products. The Company evaluates performance and allocates resources
based on earnings before interest, income taxes, depreciation, depletion,
amortization minority interest in income of consolidated subsidiaries, equity in
earnings of affiliates and debt extinguishment charge ("EBITDA"). The accounting
policies of the reportable segments are the same as those described in the
"Description of Business and Summary of Significant Accounting Policies" note in
the 2001 Annual Report on Form 10-K except that the Company accounts for
inventories on a first-in, first-out basis at the segment level compared to a
last-in, first-out basis at the consolidated level in the United States.

     Corporate and other includes the unallocated costs associated with the
Company's corporate headquarters, the Company's long-term debt and other
non-segment items. During 2002, the Company changed its method for allocating
corporate and other costs to its segments. All prior period information has been
restated to conform to the current period presentation.

                                      F-45

    The following segment information is presented for the periods indicated
                          (U.S. dollars in thousands):

                                                                                            Nine months ended July 31,
                                                                                            --------------------------
                                                                                               2002           2001
                                                                                               ----           ----
                                                                                                     
Net sales:
Industrial shipping containers .......................................................      $  927,538     $  697,643
Containerboard & corrugated products .................................................         239,694        285,090
Timber ...............................................................................          30,019         28,514
                                                                                            ----------     ----------
      Total ..........................................................................      $1,197,251     $1,011,247
                                                                                            ==========     ==========
EBITDA:
Industrial shipping containers .......................................................      $   89,724     $   54,898
Containerboard & corrugated products .................................................          32,314         61,443
Timber ...............................................................................          35,663        102,985
                                                                                            ----------     ----------
      Total segment ..................................................................         157,701        219,326
Restructuring charge .................................................................              --        (11,534)
Corporate and other ..................................................................         (15,469)       (12,604)
                                                                                            ----------     ----------
      Total EBITDA ...................................................................         142,232        195,188
Depreciation, depletion and amortization .............................................         (74,896)       (57,462)
Debt extinguishment charge ...........................................................          (4,390)            --
Interest expense, net ................................................................         (40,949)       (29,265)
Foreign currency .....................................................................            (951)           591
                                                                                            ----------     ----------
Income before income taxes, minority interest in income of consolidated
 subsidiaries and equity in earnings of affiliates ...................................          21,046     $  109,052
                                                                                            ==========     ==========
Depreciation, depletion and amortization:
Industrial shipping containers .......................................................      $   48,841     $   32,581
Containerboard & corrugated products .................................................          16,859         16,701
                                                                                            ----------     ----------
Timber ...............................................................................           2,741          4,382
                                                                                            ----------     ----------
      Total segment ..................................................................          68,441         53,664
Corporate and other ..................................................................           6,455          3,798
                                                                                            ----------     ----------
      Total ..........................................................................      $   74,896     $   57,462
                                                                                            ==========     ==========

                                      F-46

                                                                            July 31,        October 31,
                                                                              2002             2001
                                                                              ----             ----
                                                                                      
Total assets:

Industrial shipping containers .......................................     $1,081,652       $1,110,875

Containerboard & corrugated products .................................        326,043          345,155

Timber ...............................................................        113,726          104,105

      Total segment ..................................................      1,521,421        1,560,135

Corporate and other ..................................................        204,786          211,053
                                                                           ----------       ----------
      Total ..........................................................     $1,726,207       $1,771,188
                                                                           ==========       ==========

      The following table presents net sales to external customers by geographic
area (U.S. dollars in thousands):

                                                                           Nine months ended July 31,
                                                                              2002             2001
                                                                              ----             ----
                                                                                      
North America ........................................................     $  727,359       $  730,888
Europe ...............................................................        308,978          183,763
Other ................................................................        160,914           96,596
                                                                           ----------       ----------
      Total ..........................................................     $1,197,251       $1,011,247
                                                                           ==========       ==========

      The following table presents total assets by geographic area (U.S. dollars
in thousands):

                                                                            July 31,        October 31,
                                                                              2002             2001
                                                                              ----             ----
                                                                                      
North America ........................................................     $1,250,108       $1,287,502
Europe ...............................................................        345,451          319,232
Other ................................................................        130,648          164,454
                                                                           ----------       ----------
      Total ..........................................................     $1,726,207       $1,771,188
                                                                           ==========       ==========

NOTE 14-SUMMARIZED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

         The Senior Subordinated Notes, more fully described in Note 7 -
Long-Term Debt, are fully guaranteed, jointly and severally, by the Company's
United States subsidiaries ("Guarantor Subsidiaries"). The Company's non-United
States subsidiaries are not guaranteeing the Senior Subordinated Notes
("Non-Guarantor Subsidiaries"). Presented below are summarized condensed
consolidating financial statements of Greif Bros. Corporation (the "Parent"),
which includes certain of the Company's operating units, the Guarantor
Subsidiaries, the Non-Guarantor Subsidiaries and the Company on a consolidated
basis.

         These summarized condensed consolidated financial statements are
prepared on the equity method. Separate financial statements for the Guarantor
Subsidiaries are not presented based on management's determination that they do
not provide additional information that is material to investors.

                                      F-47

                      Condensed Consolidating Balance Sheet
                                  July 31, 2002

                                                                Guarantor      Non-Guarantor
                                                    Parent     Subsidiaries    Subsidiaries    Eliminations    Consolidated
                                                    ------     ------------    ------------    ------------    ------------
                                                                                                
 ASSETS
 CURRENT ASSETS
      Cash and cash equivalents                  $    1,522     $     811      $   18,831       $        --     $   21,164
      Trade accounts receivable                      35,840        88,942         144,023                --        268,805
      Inventories                                    27,145        19,935          86,409                --        133,489
      Other current assets                           24,847         7,079          29,817                --         61,743
                                                 ----------     ---------      ----------       -----------     ----------
                                                     89,354       116,767         279,080                --        485,201
                                                 ----------     ---------      ----------       -----------     ----------
LONG-TERM ASSETS
      Goodwill and other intangible
        assets                                      113,459        21,931         130,275                --        265,665
      Investment in affiliates                      887,582       514,385              --        (1,255,412)       146,555
      Other long-term assets                         40,020            --           5,126                --         45,146
                                                 ----------     ---------      ----------       -----------     ----------
                                                  1,041,061       536,316         135,401        (1,255,412)       457,366
                                                 ----------     ---------      ----------       -----------     ----------
PROPERTIES, PLANTS AND EQUIPMENT, net               259,092       276,372         248,176                --        783,640
                                                 ----------     ---------      ----------       -----------     ----------
                                                 $1,389,507     $ 929,455      $  662,657       $(1,255,412)    $1,726,207
                                                 ==========     =========      ==========       ===========     ==========
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
      Accounts payable                           $   21,756     $  35,910      $   79,412       $        --     $  137,078
      Short-term borrowings                              --            --          24,636                --         24,636
      Current portion of long-term debt              17,890            --              --                --         17,890
      Other current liabilities                      11,841        30,732          69,258                --        111,831
                                                 ----------     ---------      ----------       -----------     ----------
                                                     51,487        66,642         173,306                --        291,435
                                                 ----------     ---------      ----------       -----------     ----------
LONG-TERM LIABILITIES
      Long-term debt                                629,582            --             780                --        630,362
      Other long-term liabilities                   126,227        40,940          53,865                --        221,032
                                                 ----------     ---------      ----------       -----------     ----------
                                                    755,809        40,940          54,645                --        851,394
                                                 ----------     ---------      ----------       -----------     ----------
MINORITY INTEREST                                        --            --           1,167                --          1,167
                                                 ----------     ---------      ----------       -----------     ----------
SHAREHOLDERS' EQUITY                                582,211       821,873         433,539        (1,255,412)       582,211
                                                 ----------     ---------      ----------       -----------     ----------
                                                 $1,389,507     $ 929,455      $  662,657       $(1,255,412)    $1,726,207
                                                 ==========     =========      ==========       ===========     ==========

                                      F-48

                      Condensed Consolidating Balance Sheet
                                October 31, 2001

                                                                       Guarantor       Non-Guarantor
                                                           Parent     Subsidiaries     Subsidiaries    Eliminations    Consolidated
                                                         ----------   ------------     -------------   ------------    ------------
                                                                                                        
ASSETS
CURRENT ASSETS
      Cash and cash equivalents                          $    1,632    $   (6,516)      $   34,604      $        --     $   29,720
      Trade accounts receivable                              22,591       119,660          140,731               --        282,982
      Inventories                                            21,014        20,230           82,119               --        123,363
      Other current assets                                   26,402        12,347           29,382               --         68,131
                                                         ----------    ----------       ----------      -----------     ----------
                                                             71,639       145,721          286,836               --        504,196
                                                         ----------    ----------       ----------      -----------     ----------
LONG-TERM ASSETS
      Goodwill and other intangible assets                  116,999        23,775          129,028               --        269,802
      Investment in affiliates                              958,552       511,893            1,545       (1,327,919)       144,071
      Other long-term assets                                 41,692            --           20,488          (17,898)        44,282
                                                         ----------    ----------       ----------      -----------     ----------
                                                          1,117,243       535,668          151,061       (1,345,817)       458,155
                                                         ----------    ----------       ----------      -----------     ----------

PROPERTIES, PLANTS AND EQUIPMENT, net                       270,759       268,865          269,213               --        808,837
                                                         ----------    ----------       ----------      -----------     ----------
                                                         $1,459,641    $  950,254       $  707,110      $(1,345,817)    $1,771,188
                                                         ==========    ==========       ==========      ===========     ==========
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
      Accounts payable                                   $   21,824    $   27,728       $   67,565      $        --     $  117,117
      Short-term borrowings                                      --            --           16,533               --         16,533
      Current portion of long-term debt                      43,140            --               --               --         43,140
      Other current liabilities                              10,943        30,093           75,693               --        116,729
                                                         ----------    ----------       ----------      -----------     ----------
                                                             75,907        57,821          159,791               --        293,519
                                                         ----------    ----------       ----------      -----------     ----------
LONG-TERM LIABILITIES
      Long-term debt                                        653,166            --            1,208               --        654,374
      Other long-term liabilities                           144,222        49,062           61,003          (17,898)       236,389
                                                         ----------    ----------       ----------      -----------     ----------
                                                            797,388        49,062           62,211          (17,898)       890,763
                                                         ----------    ----------       ----------      -----------     ----------
MINORITY INTEREST                                                --            --              560               --            560
                                                         ----------    ----------       ----------      -----------     ----------
SHAREHOLDERS' EQUITY                                        586,346       843,371          484,548       (1,327,919)       586,346
                                                         ----------    ----------       ----------      -----------     ----------
                                                         $1,459,641    $  950,254       $  707,110      $(1,345,817)    $1,771,188
                                                         ==========    ==========       ==========      ===========     ==========

                 Condensed Consolidating Statement of Operations
                     For the nine months ended July 31, 2002

                                                                       Guarantor       Non-Guarantor
                                                           Parent     Subsidiaries     Subsidiaries    Eliminations    Consolidated
                                                         ----------   ------------     -------------   ------------    ------------
                                                                                                        
Net sales                                                $ 501,178     $ 236,907        $ 572,576       $(113,410)     $ 1,197,251
Gain on sale of timberland                                      --         9,493              184              --            9,677
Other income (expense), net (1)                            (30,172)       33,040            1,828              --            4,696
                                                         ---------     ---------        ---------       ---------      -----------
                                                           471,006       279,440          574,588        (113,410)       1,211,624
                                                         ---------     ---------        ---------       ---------      -----------
Cost of products sold                                      410,786       187,069          473,020        (113,410)         957,465
Selling, general and administrative expenses                82,940        32,677           72,157              --          187,774
Debt extinguishment  charge                                  4,390            --               --              --            4,390
Interest expense (income), net                              36,554         1,936            2,459              --           40,949
                                                         ---------     ---------        ---------       ---------      -----------
                                                           534,670       221,682          547,636        (113,410        1,190,578
                                                         ---------     ---------        ---------       ---------      -----------
      Income (loss) before income taxes,
         minority interest in income of
         consolidated subsidiaries and
         equity in earnings of affiliates                  (63,664)       57,758           26,952              --           21,046
Income taxes                                               (22,920)       20,794            9,703              --            7,577
                                                         ---------     ---------        ---------       ---------      -----------
      Income (loss) before minority interest
         in income of consolidated subsidiaries
         and equity in earnings of affiliates              (40,744)       36,964           17,249              --           13,469
Minority interest in income of consolidated
         subsidiaries                                           --            --             (622)             --             (622)
Equity in earnings of affiliates                            59,417            --               --         (53,591)           5,826
                                                         ---------     ---------        ---------       ---------      -----------
      Net income (loss)                                  $  18,673     $  36,964        $  16,627       $ (53,591)     $    18,673
                                                         =========     =========        =========       =========      ===========

(1)  Parent column other expense amount and a related amount of other income in
     the Guarantor Subsidiaries column, primarily relate to an intercompany
     royalty arrangement.

                                      F-49

                 Condensed Consolidating Statement of Operations
                     For the nine months ended July 31, 2001

                                                            Guarantor  Non-Guarantor
                                                 Parent   Subsidiaries Subsidiaries  Eliminations Consolidated
                                                --------  ------------ ------------  ------------ ------------
                                                                                   
Net sales                                       $566,287    $193,089       $354,395   $(102,524)  $1,011,247
Gain on sale of timberland                            --      78,401            273          --       78,674
Other income (expense), net (1)                  (34,040)     37,458            870          --        4,288
                                                --------    --------       --------   ---------   ----------
                                                 532,247     308,948        355,538    (102,524)   1,094,209
                                                --------     -------       --------    --------   ----------
Cost of products sold                            456,061     151,447        297,679    (102,524)     802,663
Selling, general and administrative expenses      77,762      29,607         34,326          --      141,695
Restructuring costs                               11,534          --             --          --       11,534
Interest expense (income), net                    12,714        (595         17,146          --       29,265
                                                --------    --------       --------    --------   ----------
                                                 558,071     180,459        349,151    (102,524)     985,157
                                                --------     -------       --------   ---------   ----------
      Income (loss) before income taxes,
         minority interest in income of
         consolidated subsidiaries and
         equity in earnings of affiliates        (25,824)    128,489          6,387          --      109,052
Income taxes                                      (9,788)     48,698          2,421          --       41,331
                                                --------    --------       --------   ---------   ----------
      Income (loss) before minority interest
         in income of consolidated
         subsidiaries and equity in earnings
         of affiliates                           (16,036)     79,791          3,966          --       67,721
Minority interest in income of consolidated
   subsidiaries                                       --          --           (358)         --         (358)
Equity in earnings of affiliates                  90,482          --            101     (83,500)       7,083
                                                ---------   --------       --------   ---------   ----------
      Net income (loss)                         $ 74,446    $ 79,791       $  3,709   $ (83,500)  $   74,446
                                                =========   ========       ========   =========   ==========

(1)  Parent column other expense amount and a related amount of other income in
     the Guarantor Subsidiaries column, primarily relate to an intercompany
     royalty arrangement.

                                      F-50

                 Condensed Consolidating Statement of Cash Flows
                     For the nine months ended July 31, 2002

                                                                   Guarantor  Non-Guarantor
                                                         Parent  Subsidiaries Subsidiaries   Eliminations  Consolidated
                                                         ------  ------------ ------------   ------------  ------------
                                                                                            
Cash flows from operating activities:
   Net cash provided by operating activities             $ 58,352  $ 20,590     $   5,143     $   --        $  84,085
                                                         --------   -------     ---------     ------        ---------
Cash flow from investing activities:
   Purchase of properties, plants and
   equipment                                               (4,389)  (23,767)      (10,649)        --          (38,805)
   Proceeds on disposals of properties,                     6,459    10,504         1,535                      18,498
    plants and equipment                                 --------   -------     ---------     ------        ---------
   Net cash (used in) provided or investing activities      2,070   (13,263)       (9,114)        --          (20,307)
                                                         --------   -------     ---------     ------        ---------

Cash flows from financing activities:
   Proceeds from issuance of long-term debt               242,750        --            --         --          242,750
   Payments on long-term debt                            (291,584)       --       (14,145)        --         (305,729)
   Proceeds from short-term borrowings                        --         --         7,476         --            7,476
   Dividends paid                                         (11,740)       --            --         --          (11,740)
   Other, net                                                  42        --            --         --               42
                                                          -------  --------     ----------    ------        ---------
   Net cash provided by (used in) financing
    activities                                            (60,532)       --        (6,669)        --          (67,201)
                                                          -------  --------     ---------     ------        ---------
 Effect of exchange rate changes on cash                       --        --        (5,133)        --           (5,133)
                                                         --------  --------     ---------     ------        ---------
Net increase (decrease) in cash and cash
   equivalents                                               (110)    7,327       (15,773)        --           (8,556)
 Cash and cash equivalents at beginning of year             1,632    (6,516)       34,604         --           29,720
                                                         --------  --------     ---------     ------        ---------

Cash and cash equivalents at end of year                 $  1,522  $    811      $ 18,831     $   --        $  21,164
                                                         ========  ========     =========     ======        =========

                 Condensed Consolidating Statement of Cash Flows
                     For the nine months ended July 31, 2001

                                                                          Guarantor   Non-Guarantor
                                                                Parent  Subsidiaries   Subsidiaries  Eliminations   Consolidated
                                                                ------  ------------   ------------  ------------   ------------
                                                                                                     
Cash flows from operating activities:
   Net cash provided by operating activities                    $ 64,484   $ (2,440)     $ 25,348        $   --       $  87,392
                                                                --------   --------      --------        ------       ---------
Cash flow from investing activities:
   Acquisitions of business, net of cash
   acquired                                                     (595,225)   265,762        14,700                      (314,763)
   Purchase of properties, plants and equipment                  (11,681)  (111,192)       (1,562)           --        (124,435)
   Proceeds on disposals of properties, plants and equipment       3,439     82,245            --            --          85,684
                                                                --------  ---------      --------        ------       ---------
   Net cash (used in) provided or investing activities          (603,467)   236,815        13,138            --        (353,514)
                                                                --------  ---------      --------        ------       ---------

Cash flows from financing activities:
   Proceeds from issuance of long-term debt                      760,000         --            --            --         760,000
   Payments on long-term debt                                   (208,620)  (235,000)       10,424            --        (433,196)
   Proceeds from short-term borrowings                                --         --        (4,902)           --          (4,902)
   Dividends paid                                                (11,197)        --            --            --         (11,197)
   Other, net                                                        (48)        --            --            --             (48)
                                                                --------  ---------      --------        ------       ---------
   Net cash provided by (used in) financing activities           540,135   (235,000)        5,522            --         310,657
                                                                --------  ---------      --------        ------       ---------
 Effect of exchange rate changes on cash                              --         --        (1,622)           --          (1,622)
                                                                --------  ---------      --------        ------       ---------

Net increase (decrease) in cash and cash
   equivalents                                                    1,152        (625)       42,386            --          42,913
 Cash and cash equivalents at beginning of year                   2,956       3,669         6,763            --          13,388
                                                                -------   ---------      --------        ------       ---------
Cash and cash equivalents at end of year                        $ 4,108   $   3,044      $ 49,149        $   --       $  56,301
                                                                =======   =========      ========        ======       =========

NOTE 15--RECENT ACCOUNTING STANDARDS

Goodwill and Other Intangible Assets

      In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets," which requires that goodwill no longer be amortized, but instead be
periodically reviewed for impairment. The provisions of SFAS No. 142 are
required for fiscal years beginning after December 15, 2001. As such, the
Company will adopt SFAS No. 142 at the beginning of its 2003 fiscal year.

     The application of the non-amortization provisions of SFAS No. 142 will
increase net income of the Company upon adoption. Amortization expense related
to the Company's goodwill and indefinite-lived assets was $8.4 million and $6.5
million for the nine month periods ended July 31, 2002 and 2001, respectively.

                                      F-51

     At this time, the effect of the impairment provisions provided by SFAS No.
142 is not known.

Impairment or Disposal of Long-Lived Assets

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses the
accounting and reporting for the impairment or disposal of long-lived assets and
supersedes FASB Statement No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed of" and Accounting Principles
Board Opinion No. 30, "Reporting the Results of Operations--Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions." SFAS No. 144 establishes a
single accounting model for long-lived assets to be disposed of by sale and
resolves implementation issues related to Statement No. 121.

     SFAS No. 144 is effective for financial statements issued for fiscal years
beginning after December 15, 2001, or November 1, 2002 for the Company. The
Company does not expect the adoption of this Statement to have a material impact
on its results of operations or financial position.

NOTE 16--SUBSEQUENT EVENTS

     On August 23, 2002, the Company, as U.S. borrower, and Greif Spain
Holdings, S.L. Greif Bros. Canada Inc., Van Leer (UK) Ltd., Koninklijke
Emballage Industrie Van Leer B.V. (dba Royal Packaging Industries Van Leer
B.V.), and Van Leer Australia Pty. Limited, as foreign borrowers, entered into a
$550 million Amended and Restated Senior Secured Credit Agreement with a
syndicate of lenders. A portion of the proceeds from the Amended and Restated
Senior Secured Credit Agreement was used to refinance amounts outstanding under
the Company's then existing $900 million Senior Secured Credit Agreement. The
Amended and Restated Senior Secured Credit Agreement provides for a $300 million
term loan and a $250 million revolving multicurrency credit facility. The
revolving multicurrency credit facility is available for working capital and
general corporate purposes. The term loan periodically reduces through its
maturity date of August 23, 2009, and the revolving multicurrency credit
facility matures on February 28, 2006. In connection with the Amended and
Restated Senior Secured Credit Agreement, the Company anticipates recognizing a
debt extinguishment charge in the fourth quarter of 2002.

     The Amended and Restated Senior Secured Credit Agreement contains certain
covenants, which include financial covenants that require the Company to
maintain a certain leverage ratio, a minimum coverage of interest expense and
fixed charges and a minimum net worth. In addition, the Company is limited with
respect to the incurrence of additional debt. The repayment of this facility is
secured by a first lien on substantially all of the personal property and
certain of the real property of the Company and its U.S. subsidiaries and, in
part, by the capital stock of the non-United States borrowers and any
intercompany notes payable to them. Standard & Poor's and Moody's Investors
Service have assigned a "BB" rating and a "Ba3" rating, respectively, to the
loan obligations of the Company under the Amended and Restated Senior Secured
Credit Agreement.

                                      F-52

                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of Royal Packaging Industries Van
Leer N.V., Huhtamaki Holding Ltda., Van Leer France Holding S.A.S., Van Leer
Containers Inc., and American Flange and Manufacturing Company Inc.:

     We have audited the accompanying combined balance sheets of the Industrial
Packaging Division of Royal Packaging Industries Van Leer N.V., Huhtamaki
Holding Ltda., Van Leer France Holding S.A.S., Van Leer Containers Inc., and
American Flange and Manufacturing Company Inc. (`the Company') as of December
31, 2000 and 1999 and the related combined statements of operations and cash
flows for each of the years in the two year period ended December 31, 2000.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in The Netherlands and the United States. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

     In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the
Industrial Packaging Division of Royal Packaging Industries Van Leer N.V.,
Huhtamaki Holding Ltda., Van Leer France Holding S.A.S., Van Leer Containers
Inc., and American Flange and Manufacturing Company Inc. as of December 31, 2000
and 1999 and the results of their operations and their cash flows for each of
the years in the two year period ended December 31, 2000, in conformity with
generally accepted accounting principles in The Netherlands.

     Generally accepted accounting principles in The Netherlands vary in certain
significant respects from generally accepted accounting principles in the United
States. Application of generally accepted accounting principles in the United
States would have affected results of operations and shareholders' equity as of
and for the years ended December 31, 2000 and 1999 to the extent summarized in
Note 18 to the combined financial statements.

Amsterdam, May 28, 2002

          /s/  ERNST & YOUNG
    ------------------------------
       Ernst & Young Accountants

                                      F-53

           INDUSTRIAL PACKAGING DIVISION OF ROYAL PACKAGING INDUSTRIES
     VAN LEER N.V., HUHTAMAKI HOLDING LTDA., VAN LEER FRANCE HOLDING S.A.S.,
                VAN LEER CONTAINERS INC., AND AMERICAN FLANGE AND
                           MANUFACTURING COMPANY INC.

                             COMBINED BALANCE SHEETS

                                                               Notes       December 31, 2000        December 31, 1999
                                                               -----
                                                                          EUR'000      EUR'000     EUR'000     EUR'000
                                                                                              
Assets employed:
Fixed assets
Tangible fixed assets ......................................
  At cost ..................................................               737,461                  721,259
  Accumulated depreciation .................................              (385,059)                (361,575)
                                                                          --------                 --------

Financial fixed assets .....................................     3                     352,402                 359,684
  Loans and securities .....................................     4          48,072                  657,855
                                                                          --------                 --------
Total fixed assets .........................................                           400,474               1,017,539
Current assets
Stocks .....................................................     5         130,314                  110,060
Debtors ....................................................     6         248,675                  234,013
Cash and banks .............................................                35,202                   24,530
                                                                          --------                 --------
Total current assets .......................................               414,191                  368,603
Current liabilities ........................................     7        (182,620)                (196,953)
Net working capital ........................................                           231,571                 171,650
                                                                                       -------               ---------
Net capital employed .......................................                           632,045               1,189,189
                                                                                       =======               =========
Financed by:
Long-term liabilities
Medium and long-term loans .................................     8         209,655                  477,640
Banks ......................................................                36,696                   47,058
                                                                          --------                 --------
                                                                                       246,351                 524,698
Provisions for liabilities and charges
Unfunded pension liabilities and similar obligations .......     9          33,630                   41,006
Deferred tax liabilities ...................................    10          36,669                   29,660
Other provisions ...........................................    11          36,997                   38,251
                                                                          --------                 --------
                                                                                       107,296                 108,917
Group equity ...............................................
Shareholders' equity .......................................               271,461                  545,425
Outside shareholders' interest .............................                 6,937                   10,149
                                                                          --------                 --------
Total group equity .........................................    12                     278,398                 555,574
                                                                                       -------               ---------
Financing capital ..........................................                           632,045               1,189,189
                                                                                       =======               =========

See accompanying notes.

                                      F-54

           INDUSTRIAL PACKAGING DIVISION OF ROYAL PACKAGING INDUSTRIES
     VAN LEER N.V., HUHTAMAKI HOLDING LTDA., VAN LEER FRANCE HOLDING S.A.S.,
                VAN LEER CONTAINERS INC., AND AMERICAN FLANGE AND
                           MANUFACTURING COMPANY INC.

                        COMBINED STATEMENTS OF OPERATIONS

                                                                                       For the Years Ended,
                                                                                       --------------------
                                                                   Notes    December 31, 2000          December 31, 1999
                                                                              EUR'000       EUR'000      EUR'000      EUR'000
                                                                                                       
Net sales ...................................................        14      1,028,078                   921,854
Movements in stocks .........................................                    1,476                    (3,239)
                                                                             ---------                   -------
Proceeds of production ......................................                              1,029,554                   918,615
Direct materials ............................................                               (535,813)                 (440,254)
                                                                                           ---------                  --------
Value added .................................................                                493,741                   478,361
Operating costs .............................................        15                     (459,009)                 (425,673)
                                                                                           ---------                  --------
Operating profit before interest and taxation ...............                                 34,732                    52,688
Interest income/(expense) ...................................        16          7,401                    (1,647)
Foreign exchange result .....................................                   (1,542)                        1
                                                                             ---------                   -------
Operating profit before taxation ............................                                 40,591                    51,042
Tax on operating profit .....................................                                    230                   (12,301)
                                                                                           ---------                  --------
Net operating profit ........................................                                 40,821                    38,741
Net extraordinary expense ...................................        17                           --                    (1,644)
                                                                                           ---------
Profit after taxation .......................................                                 40,821                    37,097
Third party interest ........................................                                   (724)                   (1,540)
                                                                                           ---------                  --------
Net income ..................................................                                 40,097                    35,557
                                                                                           =========                  ========

See accompanying notes.

                                      F-55

           INDUSTRIAL PACKAGING DIVISION OF ROYAL PACKAGING INDUSTRIES
     VAN LEER N.V., HUHTAMAKI HOLDING LTDA., VAN LEER FRANCE HOLDING S.A.S.,
                VAN LEER CONTAINERS INC., AND AMERICAN FLANGE AND
                           MANUFACTURING COMPANY INC.

                        COMBINED STATEMENTS OF CASH FLOWS

                                                                                             For the Years Ended,
                                                                                             -------------------
                                                                               December 31, 2000       December 31, 1999
                                                                                EUR'000      EUR'000     EUR'000       EUR'000
                                                                                                           
Cash flow provided by operating activities
Net income for the year ...........................................               40,097                    35,557
Depreciation ......................................................               39,515                    33,956
                                                                                --------                  --------
Operating cash flow                                                                            79,612                   69,513
Movement in working capital .......................................              (49,249)                  (11,727)
Stock appreciation rights exercised ...............................                   --                   (30,399)
Movement in provisions ............................................               (1,621)                  (13,558)
                                                                                --------                  --------
Cash flow provided by operating activities                                                     28,742                   13,829
Net investments in tangible fixed assets ..........................              (42,874)                  (64,300)
Other .............................................................                6,294                    (6,064)
                                                                                --------                  --------
Cash flow used in investing activities                                                        (36,580)                 (70,364)
Loans and securities ..............................................               86,783                  (195,441)
Medium and long-term loans ........................................             (267,985)                  200,537
Banks .............................................................              (10,362)                   (2,849)
Net transfers from parent company .................................              210,074                    67,916
                                                                                --------                  --------
Cash flow used/provided by financing activities                                                18,510                   70,163
                                                                                            ---------                  -------
Cash flow .........................................................                            10,672                   13,628
                                                                                            =========                  =======

 See accompanying notes.

                                      F-56

           INDUSTRIAL PACKAGING DIVISION OF ROYAL PACKAGING INDUSTRIES
     VAN LEER N.V., HUHTAMAKI HOLDING LTDA., VAN LEER FRANCE HOLDING S.A.S.,
                VAN LEER CONTAINERS INC., AND AMERICAN FLANGE AND
                           MANUFACTURING COMPANY INC.

                   NOTES TO THE COMBINED FINANCIAL STATEMENTS

1  Basis of presentation of the combined financial statements

     The accompanying combined financial statements present the combined
financial position, results of operations, and cash flows of the Industrial
Packaging Division of Royal Packing Industries Van Leer N.V., Huhtamaki Holding
Ltda., Van Leer France Holding S.A.S., Van Leer Containers Inc., and American
Flange and Manufacturing Company Inc. (the 'Company'). Each of these legal
entities was a wholly owned subsidiary of Huhtamaki Van Leer Oyj (the 'Parent
Company'), which historically operated two principal divisions: the Industrial
Packaging Division and the Consumer Packaging Division.

     On March 2, 2001, pursuant to the terms of a share purchase agreement
between Greif Bros. Corporation (the 'Purchaser') and Huhtamaki Van Leer Oyj, a
Finnish corporation (the 'Seller'), the Purchaser acquired all of the issued
share capital of Royal Packaging Industries Van Leer N.V., a worldwide
manufacturer of packaging products headquartered in the Netherlands. In
addition, pursuant to the terms of the agreement, the Purchaser acquired all of
the issued and outstanding share capital of Huhtamaki Holding Ltda., Van Leer
France Holding S.A.S., Van Leer Containers Inc. and American Flange and
Manufacturing Company Inc. Immediately prior to the acquisition by Greif Bros.
Corporation, the Consumer Packaging Division of these entities was transferred
to a subsidiary of the Parent Company. The Consumer Packaging Division was not
acquired by Greif Bros. Corporation and, accordingly, these combined financial
statements do not include financial information of the Consumer Packaging
Division.

     The accompanying combined financial statements include the assets,
liabilities, net sales, movements in stocks, direct materials and other
operating expenses that relate directly to the Industrial Packaging Division.
Certain costs have been allocated to the Company on a direct basis, based upon a
specific identification of the expenses. Allocations of expenses to the Company
on an indirect basis have been made primarily on a proportional cost allocation
method based on net capital. Management believes the above allocations to be
reasonable under the circumstances, however, there can be no assurances that
such allocations will be indicative of future results of operations of the
combined businesses nor reflective of historical results had the combined
businesses been a separate, stand-alone entity during the periods covered.

     The combined financial statements have been prepared in accordance with
generally accepted accounting principles in the Netherlands (`Dutch GAAP'). Note
18 includes a summary of differences between Dutch GAAP and generally accepted
accounting principles in the United States that have an effect on net income and
shareholders' equity. The accompanying Combined Financial Statements do not
represent Dutch statutory financial statements as the combined businesses were
not conducted as a separate single legal entity. The preparation of the combined
financial statements requires management to make estimates and assumption that
affect the amounts reported in the combined financial statements and
accompanying notes. Actual results could differ from those estimates.

     The accompanying financial statements are reported in Euro for all periods
presented. Prior year amounts were restated from Dutch guilders into Euro by
dividing the amounts in Dutch guilders by the exchange rate of 2.20371, fixed on
January 1, 1999.

                                      F-57

2  Summary of significant accounting policies

Combination

     The combined financial statements include all companies in which the
Company directly or indirectly holds more than fifty percent of the shares
and/or on whose management and financial policy the Company exercises a decisive
influence. The results of subsidiaries acquired are included from the date of
acquisition and for subsidiaries sold, up to the date of disposal. All
intercompany balances and transactions between the entities have been
eliminated.

Related party transactions

     Amounts due from or payable to the Parent Company result primarily from
intercompany charges. Loans to and loans from the Parent Company relate
primarily to intercompany financing transactions.

Translation of foreign currencies

     The balance sheets of foreign entities are translated into Euros at the
year-end exchange rates. The statements of operations are translated at the
average exchange rates for the year. The resulting net translation adjustments
are recorded directly to shareholders' equity.

     Transaction gains and losses that arise from exchange rate fluctuations on
transactions denominated in a currency other than the functional currency are
included in the results of operations as incurred.

Tangible fixed assets

     Land, buildings, machinery, installations and other tangible fixed assets
are carried at cost net of depreciation.

     Assets depreciation terms are as follows:

        Land ..................................................            --
        Buildings .............................................        40 years
        Machinery and installations ...........................      8-14 years
        Other operational assets ..............................      3-12 years

     Assets acquired under financing arrangements classified as capital leases
are capitalized and depreciated in accordance with the above principles. The
corresponding capital lease obligations are classified with long term loans due
after more than one year. Other operational assets include primarily computer
hardware and software and furniture and fixtures.

Goodwill

     Goodwill, representing the amount paid in excess of net asset value for
companies acquired, is charged to shareholders' equity.

Impairment of long-lived assets

     Impairment of tangible fixed assets and other long-lived assets is
recognized when events or changes in circumstances indicate that the carrying
amount of the asset, or related groups of assets, may not be recoverable.
Measurement of the amount of impairment may be based on appraisal, market value
of similar assets or estimated discounted future cash flows resulting from the
use and ultimate disposition of the asset.

                                      F-58

Loans and securities

     Loan and securities are valued at historical cost and represent the net
realizable value.

Stocks

     Inventories are valued at the lower of cost or market principally by the
first-in, first-out method. Work in progress and finished goods include the cost
of direct materials, labour and overhead.

Pensions and similar obligations

     Pension schemes are established in various countries in conformity with
local regulations. Current service costs of pension plans are charged to
operations in the year in which they arise.

     The unfunded liability of pensions is determined by using the accrued
benefit valuation method. Under this method the accrued liability represents the
present value of benefits payable at retirement date, taking into account the
applicable variables such as employee salaries, employee service years, and plan
returns. Such variables do not take into account assumptions regarding future
events.

     Certain subsidiaries maintain post retirement health care and life
insurance benefits. Benefits accrue over the periods employees render service,
are actuarially calculated based on current assumptions. These plans are not
funded, however, the recorded provision is sufficient to cover the present value
of the accumulated post-retirement benefit obligation. The cost for the year
represents the increase in the obligation for post-retirement benefits granted
to employees, and is adjusted for differences in this obligation due to changes
in assumptions.

Taxation on the result

     The provision for income tax included in the accompanying combined
financial statements has been determined as if the Company was a stand-alone
entity during the periods covered. The provision for income taxes consists of
current tax expense and deferred tax expense. In certain tax jurisdictions, the
Company maintains deferred tax assets, which consist principally of net
operating loss carry forwards. Management has assessed whether it is more likely
than not that some portion or all of the deferred tax assets will not be
realized. The Company has established, to the extent that deferred tax assets
are not offset by deferred tax liabilities within a tax jurisdiction, a full
valuation allowance for deferred tax assets.

Other assets and liabilities

     All other assets and liabilities are stated at the amounts at which they
were acquired or incurred. Assets are stated net of related provisions.

Income and expense

     The Company recognizes sales when there is evidence of a sales agreement,
the delivery of goods has occurred, and the collectibility is reasonably
assured. Other income, costs and expenses are allocated to the year to which
they relate. Losses are accounted for in the year in which they are identified.
Research and development expenditures are written off as incurred.

                                      F-59

Stock appreciation rights

     Until October 1999, the Company sponsored a Stock Appreciation Rights
('SAR') Plan, which provided eligible employees with the right to receive cash
equal to the appreciation of the Company's ordinary shares subsequent to the
date of grant. The stock appreciation rights vest over a two to three year
period and expire five years from the date of grant. Compensation in the form of
cash payments to employees related to the SAR Plan are charged directly to
equity. Subsequent to October 1999, no stock appreciation rights were granted
and none were outstanding.

3  Tangible fixed assets

Tangible fixed assets for the year 2000

                                                                      Machinery        Other        Assets
                                                                         and        Operational      Under       Not in
                                              Land     Buildings    Installations     Assets      Construction     Use       Total
                                              ----     ---------    -------------     ------      ------------     ---       -----
                                            EUR'000     EUR'000       EUR'000         EUR'000       EUR'000      EUR'000    EUR'000
                                                                                                       
Book value at January 1, 2000 ...........    19,138      74,270        188,592        18,527         56,830        2,327    359,684
Additions ...............................        --       3,961         37,614         4,449         (5,646)       2,496     42,874
Depreciation ............................        --      (2,967)       (29,269)       (6,413)            --         (866)   (39,515)
Other movements .........................      (829)     (2,319)        (2,879)          419         (3,874)      (1,159)   (10,641)
                                            -------     -------        -------        ------        -------      -------   --------
Book value at December 31, 2000 .........    18,309      72,945        194,058        16,982         47,310        2,798    352,402
                                            =======     =======        =======        ======        =======      =======   ========
At cost at December 31, 2000 ............    18,309     113,286        479,087        71,863         47,310        7,606    737,461
Accumulated depreciation ................        --     (40,341)      (285,029)      (54,881)            --       (4,808)  (385,059)
                                            -------     -------       --------       -------        -------      -------   --------
Book value at December 31, 2000 .........    18,309      72,945        194,058        16,982         47,310        2,798    352,402
                                            =======     =======        =======       =======        =======      =======   ========

Tangible fixed assets for the year 1999

                                                                      Machinery        Other        Assets
                                                                         and        Operational      Under       Not in
                                              Land     Buildings    Installations     Assets      Construction     Use       Total
                                              ----     ---------    -------------     ------      ------------     ---       -----
                                            EUR'000     EUR'000       EUR'000         EUR'000       EUR'000      EUR'000    EUR'000
                                                                                                       
Book value at January 1, 1999 ...........    16,766      64,692        146,251        17,801         67,478          694    313,682
Additions ...............................       122      10,237         63,282         7,312        (19,335)       2,682     64,300
Depreciation ............................        --      (2,967)       (24,614)       (5,784)            --         (591)   (33,956)
Other movements .........................     2,250       2,308          3,673          (802)         8,687         (458)    15,658
                                            -------     -------       --------       -------        -------       ------   --------
Book value at December 31, 1999 .........    19,138      74,270        188,592        18,527         56,830        2,327    359,684
                                            =======     =======       ========       =======        =======       ======   ========
At cost at December 31, 1999 ............    19,138     115,125        452,494        70,937         56,830        6,735    721,259
Accumulated depreciation ................        --     (40,855)      (263,902)      (52,410)            --       (4,408)  (361,575)
                                            -------     -------       --------       -------        -------       ------   --------
Book value at December 31, 1999 .........    19,138      74,270        188,592        18,527         56,830        2,327    359,684
                                            =======     =======       ========       =======        =======       ======   ========

      Other movements primarily include exchange rate effects. Assets under
construction include payments on account. Assets not in use represent land and
buildings held for sale or machinery temporarily idled. Such assets are recorded
at their net realizable value.

                                      F-60

4    Loans and securities

                                                             2000        1999
                                                             ----        ----
                                                           EUR'000     EUR'000
Loans to third parties and securities ..................    33,920        2,198
Loans to Parent Company ................................     9,513      652,237
Other ..................................................     4,639        3,420
                                                           -------      -------
                                                            48,072      657,855
                                                           =======      =======

     In 2000, loans to the Parent Company were reduced by a dividend declared
to the Parent Company in the amount of EUR 523,000. In February 2001, the
transaction was settled in a non-cash transaction.

5    Stocks

                                                            2000          1999
                                                          EUR'000       EUR'000
                                                          -------       -------
Direct materials .......................................   87,688        74,459
Work in progress .......................................   11,141         7,826
Finished goods .........................................   31,485        27,775
                                                         --------       -------
                                                          130,314       110,060
                                                         ========       =======

     Provision is made for obsolete and slow-moving items.

6    Debtors

                                                            2000        1999
                                                            ----        ----
                                                          EUR'000     EUR'000
Trade debtors ..........................................  174,448       165,233
Miscellaneous debtors ..................................   16,310        17,519
Other debts from parent company ........................    6,716        15,621
Prepayments and accrued income .........................   44,277        29,211
Deferred tax assets ....................................    6,924         6,429
                                                          -------      --------
                                                          248,675       234,013
                                                          =======      ========

7    Current liabilities

                                                             2000        1999
                                                             ----        ----
                                                           EUR'000     EUR'000
Trade creditors ........................................      82,386     75,364
Taxes payable ..........................................       6,892     19,209
Accruals and deferred income ...........................      69,509     80,032
Other current liabilities ..............................      20,391     17,644
Other current liabilities to parent company ............       3,442      4,704
                                                           ---------   --------
                                                             182,620    196,953
                                                           =========   ========

8    Medium and long-term loans

                                                             2000                    1999
                                                             ----                    ----
                                                                Repayable               Repayable
                                                                  in One                 in One
                                                    Total          Year       Total       Year
                                                    -----          ----       -----       ----
                                                   EUR'000       EUR'000     EUR'000     EUR'000
                                                                             
Loans from parent company ...................        180,492          --       359,287        --
Bank loans ..................................         23,964           972     112,517       3,213
Other loans .................................          3,551           157       4,157         532
Finance lease liabilities ...................          1,648           154       1,679       1,679
                                                    --------         -----     -------       -----
                                                     209,655         1,283     477,640       5,424
                                                    ========         =====     =======       =====

     The average years to maturity and interest rate on medium and long-term
debt is as follows:

                                      F-61

                                                                 2000      1999
                                                                 ----      ----

Average years to maturity ..................................      2.1       2.1
Average interest rate on bank loans ........................      7.1%      7.0%

9    Unfunded pension liabilities and similar obligations

Unfunded pension liabilities and similar obligations consists of the following:

                                                                2000      1999
                                                                ----      ----
                                                              EUR'000    EUR'000
Unfunded Pension Liabilities ...............................   21,440     29,425
Post Retirement Benefits ...................................   12,190     11,581
                                                               ------     ------
                                                               33,630     41,006
                                                               ======     ======

     The unfunded pension and post retirement obligations are primarily
long-term liabilities.

10   Deferred tax liabilities

                                                               2000       1999
                                                               ----       -----
                                                             EUR'000    EUR'000
Balance at January 1 .......................................  29,660     37,848
Uses .......................................................  (3,290)   (10,315)
Additional provision .......................................  10,299      2,127
                                                             -------    -------
Balance at December 31 .....................................  36,669     29,660
                                                             =======    =======

     The deferred tax on timing differences is a long-term liability and is
calculated at year-end tax rates.

11   Other provisions

     Other provisions consist of the following:

                                                                2000    1999
                                                                ----    ----
                                                              EUR'000  EUR'000
Litigation .................................................   2,007      2,154
Reorganizations ............................................  17,343     16,219
Release pay ................................................   2,099      2,819
Environmental ..............................................   6,799      6,702
Sundry .....................................................   8,749     10,357
                                                              ------     ------
                                                              36,997     38,251
                                                              ======     ======

12   Total group equity

                                                               2000       1999
                                                               ----       ----
                                                              EUR'000   EUR'000
Beginning balance at January 1 .............................  555,574   472,906
Net income .................................................   40,097    35,557
Goodwill ...................................................   (3,157)   (1,205)
Stock appreciation rights exercised ........................      --    (30,399)
Dividend declared to the parent company .................... (523,000)      --
Net transfers (to) from parent company .....................  210,074    67,916
Other ......................................................   (1,190)   10,799
                                                              -------   -------
Balance at December 31 .....................................  278,398   555,574
                                                              =======   =======

     Other relates primarily to the effect of foreign currency translation
adjustments.

                                      F-62

13    Contingent liabilities and other commitments

                                                           2000           1999
                                                           ----           ----
                                                           EUR'000      EUR'000
Contingent liabilities (guarantees) .....................      6,927       7,760
Rentals under lease contracts ...........................     16,864      11,968
Prospective capital expenditure .........................     16,979       9,630

      The Company is involved in several legal proceedings relating to the
nature of its business. It is not expected that any liabilities arising from
these proceedings to have a material effect on the Company as a whole. The
Company has provided for all probable liabilities, as considered necessary by
management.

14    Net sales

      Net sales by geographical area are as follows:

                                                             2000         1999
                                                             ----         ----
                                                           EUR'000      EUR'000
Europe ..................................................     462,083    434,891
North America and Mexico ................................     261,447    225,368
Africa ..................................................      67,997     55,063
Australia and South East Asia ...........................     106,767     97,766
Central and South America ...............................     129,784    108,766
                                                            ---------    -------
                                                            1,028,078    921,854
                                                            =========    =======

15    Operating costs

      Operating costs consist of the following:

                                                                    2000        1999
                                                                    ----        ----
                                                                  EUR'000     EUR'000
                                                                        
Salaries and wages ............................................    158,084     148,737
Social charges ................................................     49,318      41,243
Pension costs .................................................      7,513       8,426
                                                                  --------     -------
Total salaries, wages, social charges and pension costs .......    214,915     198,406
Depreciation of tangible fixed assets .........................     39,515      33,956
Transport costs ...............................................     69,727      61,373
Other operating costs .........................................    134,852     131,938
                                                                   -------     -------
                                                                   459,009     425,673
                                                                   =======     =======

      Other operating costs include utilities, insurance, rentaeases, travel
expenses and miscellaneous overhead expenses. Social charges include the cost of
post-retirement benefits.

16    Interest income/(expense)

      Income/(expense) consists of the following:
                                                              2000       1999
                                                              ----       ----
                                                            EUR'000    EUR'000
Interest expense                                             (15,769)   (18,338)
Interest income                                               23,170     16,691
                                                            --------   --------
                                                               7,401     (1,647)
                                                            ========   ========

                                      F-63

17  Net extraordinary expense

                                                               2000       1999
                                                               ----       ----
                                                              EUR'000   EUR'000
Extraordinary income .......................................       --        --
Extraordinary expense ......................................       --    (2,905
                                                              =======    ======
                                                                   --    (2,905)
Tax income/(expense) .......................................       --     1,261
                                                              =======    ======
                                                                   --    (1,644)
                                                              =======    ======

     Extraordinary expenses relate primarily to costs associated with the year
2000.

18  Net income and shareholders' equity under accounting principles generally
accepted in the United States of America

     The combined financial statements have been prepared in accordance with
generally accepted accounting principles in The Netherlands ('Dutch GAAP'),
which differ in certain significant respects from generally accepted accounting
principles in the United States of America ('U.S. GAAP').

     The table below reconciles the net income and shareholders' equity of the
Company under Dutch GAAP to the net income and shareholders' equity under U.S.
GAAP:

                                                                2000      1999
                                                                ----      ----
                                                               EUR'000   EUR'000
Net income under Dutch GAAP ................................   40,097    35,557
Stock-appreciation rights ..................................       --   (13,798)
Pensions and post retirement benefit plans .................    2,965    (2,226)
Restructuring provisions ...................................      320    (1,791)
Year 2000 costs ............................................   (1,055)     (862)
Start-up costs .............................................    4,469    (2,451)
Goodwill amortization ......................................     (652)     (507)
Income tax effect of U.S. GAAP adjustments .................   (1,292)      786
                                                              -------   -------
Net income under U.S. GAAP .................................   44,852    14,708
                                                              =======   =======

                                                                2000      1999
                                                                ----      ----
                                                              EUR'000   EUR'000
Shareholders' equity under Dutch GAAP ......................  271,461   545,425
Pensions and post retirement benefit plans .................   30,766    28,585
Restructuring provisions ...................................    8,820     8,500
Year 2000 costs ............................................       --     1,055
Start-up costs .............................................    5,969     1,500
Goodwill ...................................................    9,817     7,313
Income tax effect of U.S. GAAP adjustments .................  (14,651)  (13,998)
                                                              -------   -------
Shareholders' equity under U.S. GAAP .......................  312,182   578,380
                                                              =======   =======

     The following accounting principles were followed by the Company pursuant
to U.S. GAAP:

Stock-appreciation rights

     Until October 1999, the Company sponsored a Stock Appreciation Rights
('SAR') Plan, which provided eligible employees with the right to receive cash
equal to the appreciation of the Company's ordinary shares subsequent to the
date of grant. The stock appreciation rights vest over a two to three year
period and expire five years from the date of grant. Under Dutch GAAP,
compensation in the form of cash payments to employees related to the SAR Plan
are charged directly to equity. Under U.S. GAAP, compensation expense or benefit
on SAR is recorded each reporting period based on changes in the market price of
the Company's ordinary shares.

                                      F-64

Pensions and post retirement benefit plans

     Under Dutch GAAP, defined benefit pension and post retirement health care
benefit expenses are based on premiums paid to certain pension and other post
retirement benefit plan funds. The premiums are calculated using actuarial
assumptions which, among other variables, do not take into account future salary
increases or employee turnover due to resignations, dismissals or disability.
Premiums are not reduced by credits relating to overfunding of the funds, which
under Dutch GAAP is computed by valuing assets at fair market value less a
prudence provision unless refunds are actually received from the fund.

     Under U.S. GAAP, pension costs are calculated in accordance with Financial
Accounting Standards Board ('FASB') No. 87, 'Employers' Accounting for Pensions'
and postretirement benefit obligations are calculated in accordance with FASB
No. 106, 'Employers' Accounting for Postretirement Benefits Other than
Pensions.' FASBs No. 87 and 106 are generally more prescriptive than Dutch GAAP.
Under FASB 87, service costs are based on actuarial assumptions which, among
other variables, include estimated future salary increases and estimated
employee turnover related to resignations, dismissals and disability. Moreover,
net periodic pension costs are reduced by credits representing amortization of
overfunding of the fund, which is calculated by valuing plan assets at fair
market value. Under FASB 106 the service costs is based on the expected amount
and timing of future benefits, taking into consideration the expected future
cost of providing the benefits.

Restructuring provisions

     Under Dutch GAAP, the Company provided reserves for anticipated costs
associated with termination benefits and other costs associated with exit
activities at the point when a general plan was approved by management and the
costs were reasonably estimable.

      Under U.S. GAAP, certain criteria, as outlined by Emerging Issues Task
Force ('EITF') Issue No. 94-3, 'Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity' and Securities and
Exchange Commission ('SEC') Staff Accounting Bulletin ('SAB') No. 100,
'Restructuring and Impairment Charges', must be met prior to providing for these
costs. For those accruals where the Company did not meet the criteria of EITF
No. 94-3 and SAB 100, the Company expensed the restructuring costs, if any, in
the year in which they were incurred.

Year 2000 costs

     Under Dutch GAAP, the Company accrued for anticipated costs related to Year
2000 preparation. Under U.S. GAAP, year 2000 costs were accounted for in
accordance with EITF No. 96-14, 'Accounting for the Costs Associated with
Modifying Computer Software for the Year 2000' and were expensed as incurred.

Start-up costs

      Under Dutch GAAP, the Company accrued for anticipated costs related to the
start-up activities of some of its operations. Under U.S. GAAP, these costs were
accounted for in accordance with Statement of Position ('SOP') No. 98-5,
'Reporting on the Costs of Start-up Activities' and, accordingly, were expensed
as incurred.

Goodwill

     Under Dutch GAAP, the Company charged all goodwill directly to equity.
Under U.S. GAAP, goodwill is amortized on a straight-line method over 15 years,
the estimated useful life. The carrying amount of goodwill is reviewed on a
quarterly basis for recoverability based on the undiscounted cash flows of the
businesses acquired over the remaining amortization period. Should the review
indicate that goodwill is not recoverable, the Company's carrying value of the
goodwill would be reduced by the estimated shortfall of the discounted cash
flows.

                                      F-65

Income tax effect of U.S. GAAP adjustments

     For all U.S. GAAP adjustments noted above, the tax effect was computed
using the statutory tax rates of the respective subsidiaries of the Company
creating the U.S. GAAP adjustment. To the extent the U.S. GAAP adjustment
created a temporary deductible difference and there was insufficient positive
evidence to support valuing the related deferred tax asset, an effective tax
rate of 0% was used.

                                      F-66

                                                            
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                                                                                  LOGO

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                                                                              $250,000,000

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                                                               8 7/8% Senior Subordinated Notes due 2012

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TABLE OF CONTENTS

- -------------------------------------------------------------------------------------------------------------
Prospectus Summary                                                              ________

Risk Factors                                                                   PROSPECTUS

Use of Proceeds                                                              __________, 2002

Capitalization

Selected Historical Consolidated Financial Data

Management's Discussion and Analysis of Financial

Condition and Results of Operations

Business

Management

Executive Compensation

Certain Relationships and Related Party Transactions

Description of Senior Credit Facility

The Exchange Offer

Description of Notes

Book-Entry, Delivery and Forms

Certain United States Federal Tax Considerations

Plan of Distribution

Where You Can Find More Information

Legal Matters

Experts

Unaudited Pro Forma Condensed Combined Financial Data

Index to Financial Statements

- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------

                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware Business Corporation Act (the "Delaware
Law") sets forth conditions and limitations governing the indemnification of
officers, directors, and other persons. Indemnification is permitted in third
party actions where the indemnified person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation and in criminal actions where he had no reasonable cause to believe
his conduct was unlawful. Indemnification is also permitted in lawsuits brought
by or on behalf of the corporation if the standards of conduct described above
are met, except that no indemnification is permitted in respect to any matter in
which the person is adjudged to be liable to the corporation unless a court
shall determine that indemnification is fair and reasonable in view of all the
circumstances of the case. In cases where indemnification is permissive, a
determination as to whether the person met the applicable standard of conduct
must be made either by the court, by disinterested directors, by independent
legal counsel, or by the stockholders. Indemnification against expenses
(including attorneys' fees) actually and reasonably incurred by directors,
officers, employees and agents is required under Section 145 of the Delaware Law
in those cases where the person to be indemnified has been successful on the
merits or otherwise in defense of a lawsuit of the type described above. Such
indemnification rights are specifically not deemed to be exclusive of other
rights of indemnification by agreement or otherwise and the corporation is
authorized to advance expenses incurred prior to the final disposition of a
matter upon receipt of an undertaking to repay such amounts on a determination
that indemnification was not permitted in the circumstances of the case.

         Article 5 of the Amended and Restated By-Laws (the "By-Laws") of the
Company, in effect as of the date hereof, contains certain indemnification
provisions adopted pursuant to authority contained in Section 145 of the
Delaware Law. The By-Laws provide that each director, officer, employee or agent
of the Company is to be indemnified by the Company and saved harmless, whether
or not then employed or in office (and his or her heirs, executors and
administrators) against all losses, expenses and damages sustained or reasonably
incurred by him or her in connection with any action, suit or proceeding
commenced or threatened, to which he or she may be a party by reason of his or
her being or having been a director, officer, employee or agent of the Company,
except in relation to matters as to which he or she is finally adjudged in such
action, suit or proceeding to be liable for willful misfeasance, bad faith or
negligence in the performance of his or her duties as such director, officer,
employee or agent. The foregoing indemnification is not exclusive as to any
other rights to which a director, officer, employee or agent may be entitled as
a matter of law or otherwise.

         Under Section 145 of the Delaware Law, the Company may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, or agent of the Company, or who, while serving in such capacity, is or
was at the request of the Company, a director, officer, employee or agent of
another corporation or legal entity or of an employee benefit plan, against
liability asserted against or incurred by such person in any such capacity
whether or not the corporation would have the power to provide indemnity under
Section 145. The Company has purchased a liability policy to indemnify its
officers and directors against losses arising from claims by reason of their
legal liability for acts as officers and directors, subject to the limitations
and conditions set forth in the policy.

         There is no litigation pending or, to the best of the Company's
knowledge, threatened which might or could result in a claim for indemnification
by a director or officer.

                                      II-1

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     21(a) Exhibits

         The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-4, including those incorporated by reference:

- ----------------------------------------------------------------------------------------------------------------
                                                                             If Incorporated by Reference,
 Exhibit                                                                   Document with which Exhibit was
  Number                   Description of Exhibit                              Previously Filed with SEC
- ----------------------------------------------------------------------------------------------------------------
                                                                     
3(a)        Amended and Restated Certificate of Incorporation of Greif     Annual Report on Form 10-K for the
            Bros. Corporation                                              fiscal year ended October 31, 1997,
                                                                           File No. 1-566 (see Exhibit 3(a)
                                                                           therein)
- ----------------------------------------------------------------------------------------------------------------
3(b)        Amended and Restated By-Laws of Greif Bros. Corporation        Annual Report on Form 10-K for the
                                                                           fiscal year ended October 31, 1997,
                                                                           File No. 1-566 (see Exhibit 3(b)
                                                                           therein)
- ----------------------------------------------------------------------------------------------------------------
3(c)        Amendment to Amended and Restated By-Laws of Greif Bros.       Annual Report on Form 10-K for the
            Corporation                                                    fiscal year ended October 31, 1998,
                                                                           File No. 1-566 (see Exhibit 3(c)
                                                                           therein)
- ----------------------------------------------------------------------------------------------------------------
4(a)        Indenture dated as of July 31, 2002, among Greif Bros.         Contained herein
            Corporation, as Issuer, the Subsidiary Guarantors named
            therein, and J.P. Morgan Trust Company, National
            Association, as Trustee.
- ----------------------------------------------------------------------------------------------------------------
4(b)        Form of Exchange Note                                          Contained herein
- ----------------------------------------------------------------------------------------------------------------
4(c)        Registration Rights Agreement by and among Greif Bros.         Contained herein
            Corporation and the Representatives of the Initial
            Purchasers dated July 31, 2002
- ----------------------------------------------------------------------------------------------------------------
5(a)        Opinion and consent of Baker & Hostetler LLP with respect to   Contained herein
            the validity of the exchange notes
- ----------------------------------------------------------------------------------------------------------------
10(a)       Greif Bros. Corporation 1996 Directors Stock Option Plan       Registration Statement on Form S-8,
                                                                           File No. 333-26977 (see Exhibit
                                                                           4(b) therein)
- ----------------------------------------------------------------------------------------------------------------
10(b)       Greif Bros. Corporation Incentive Stock Option Plan, as        Annual Report on Form 10-K for the
            amended and restated                                           fiscal year ended October 31, 1997,
                                                                           File No. 1-566 (see Exhibit 10(b)
                                                                           therein)
- ----------------------------------------------------------------------------------------------------------------
10(c)       Greif Bros. Corporation Directors Deferred Compensation Plan   Annual Report on Form 10-K for the
                                                                           fiscal year ended October 31, 1998,
                                                                           File No. 1-566 (see Exhibit 10(c)
                                                                           therein)
- ----------------------------------------------------------------------------------------------------------------
10(d)       Employment Agreement between Michael J. Gasser and Greif       Annual Report on Form 10-K for the
            Bros. Corporation                                              fiscal year ended October 31, 1998,
                                                                           File No. 1-566 (see Exhibit 10(d)
                                                                           therein)
- ----------------------------------------------------------------------------------------------------------------
10(e)       Employment Agreement between William B. Sparks, Jr. and        Annual Report on Form 10-K for the
            Greif Bros. Corporation                                        fiscal year ended October 31, 1998,
                                                                           File No. 1-566 (see Exhibit 10(e)
                                                                           therein)
- ----------------------------------------------------------------------------------------------------------------

                                      II-2

- ---------------------------------------------------------------------------------------------------------------------
                                                                          
10(f)     Employment Agreement between Charles R. Chandler and Greif            Annual Report on Form 10-K for the
          Bros. Corporation                                                     fiscal year ended October 31, 1998,
                                                                                File No. 1-566 (see Exhibit 10(f)
                                                                                therein)
- ---------------------------------------------------------------------------------------------------------------------
10(g)     Employment Agreement, as amended, between Joseph W. Reed and          Annual Report on Form 10-K for the
          Greif Bros. Corporation                                               fiscal year ended October 31, 1998,
                                                                                File No. 1-566 (see Exhibit 10(g)
                                                                                therein)
- ---------------------------------------------------------------------------------------------------------------------
10(h)     Supplemental Retirement Benefit Agreement                             Annual Report on Form 10-K for the
                                                                                fiscal year ended October 31, 1999,
                                                                                File No. 1-566 (see Exhibit 10(i)
                                                                                therein)
- ---------------------------------------------------------------------------------------------------------------------
10(i)     Share Purchase Agreement, dated October 27, 2000, as amended          Current Report on Form 8-K dated
          on January 5, 2001 and February 28, 2001 between Hutamaki             March 15, 2001, File No. 1-566 (see
          Van Leer Oyj, as seller and Greif Bros. Corporation as the            Exhibit 2 therein)
          buyer
- ---------------------------------------------------------------------------------------------------------------------
10(j)     Amended and Restated Senior Secured Credit Agreement, dated           Current Report on Form 8-K dated
          as of August 23, 2002, among Greif Bros. Corporation, Greif           August 28, 2002, File No. 1-566
          Spain Holdings, S.L., Greif Canada, Van Leer (UK) Ltd.,               (see Exhibit 99.1 therein)
          Royal Packaging Industries Van Leer NV, and Van Leer
          Australia PTY. Ltd., as borrowers, a syndicate of financial
          institutions, as lenders, Salomon Smith Barney Inc., as
          joint lead arranger and sole book-runner, CitiCorp North
          America, Inc., as administrative agent, Deutsche Bank Trust
          Company Americas and KeyBank National Bank Association, as
          co-syndication agents, Sun Trust Bank, as documentation
          agent, and Deutsche Bank Securities Inc, as joint lead
          arranger.

- ---------------------------------------------------------------------------------------------------------------------
10(k)     Greif Bros. Corporation 2001 Management Equity Incentive and          Definitive Proxy Statement on Form
          Compensation Plan                                                     14A dated January 26, 2001, File
                                                                                No. 1-566 (see Exhibit A therein)
- ---------------------------------------------------------------------------------------------------------------------
10(l)     Greif Bros. Corporation 2000 Nonstatutory Stock Option Plan           Registration Statement on Form S-8,
                                                                                File No. 333-61058 (see Exhibit
                                                                                4(c) therein)
- ---------------------------------------------------------------------------------------------------------------------
10(m)     Greif Bros. Corporation Long-Term Incentive Plan                      Definitive Proxy Statement on Form
                                                                                14A dated January 25, 2002, File
                                                                                No. 1-566 (see Exhibit A therein).
- ---------------------------------------------------------------------------------------------------------------------
10(n)     Greif Bros. Corporation Performance-Based Incentive                   Definitive Proxy Statement on Form
          Compensation Plan                                                     14A dated January 25, 2002, File
                                                                                No. 1-566 (see Exhibit B therein).
- ---------------------------------------------------------------------------------------------------------------------
12(a)     Computation of ratios                                                 Contained herein
- ---------------------------------------------------------------------------------------------------------------------
21        Subsidiaries                                                          Annual Report on Form 10-K for the
                                                                                fiscal year ended October 31, 2001,
                                                                                File No. 1-566 (see Exhibit 21
                                                                                therein).
- ---------------------------------------------------------------------------------------------------------------------
23(a)     Consent of Ernst & Young LLP (Columbus, Ohio)                         Contained herein
- ---------------------------------------------------------------------------------------------------------------------
23(b)     Consent of Ernst & Young Accountants (Amsterdam, The Netherlands)     Contained herein
- ---------------------------------------------------------------------------------------------------------------------
23(c)     Consent of Baker & Hostetler LLP                                      Contained in Exhibit 5.1, filed
                                                                                herewith
- ---------------------------------------------------------------------------------------------------------------------
24(a)     Powers of Attorney of certain officers and directors of the           Located on signature page hereto
          Company
- ---------------------------------------------------------------------------------------------------------------------
25        Form T-1 Statement of Eligibility and Qualification under             Contained herein
          the Trust Indenture Act of 1939 of J.P. Morgan Trust
          Company, National Association, to act as trustee under the
          indenture
- ---------------------------------------------------------------------------------------------------------------------

                                      II-3

- -------------------------------------------------------------------------------------------------------
                                                            
- -------------------------------------------------------------------------------------------------------
99(a)         Form of Letter of Transmittal                       Contained herein
- -------------------------------------------------------------------------------------------------------
99(b)         Form of Notice of Guaranteed Delivery               Contained herein
- -------------------------------------------------------------------------------------------------------
99(c)         Form of Letter to Clients                           Contained herein
- -------------------------------------------------------------------------------------------------------
99(d)         Form of Letter to Institutional Lenders             Contained herein
- -------------------------------------------------------------------------------------------------------

     21(b) Schedule II-Consolidation Valuation and Qualifying Accounts

                                      II-4

ITEM 22. UNDERTAKINGS

     Each of the undersigned Registrants hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of a Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Each of the undersigned Registrants hereby also undertakes:

     (1)  to file, during any period in which offers or sales are being made,
          post-effective amendment to this Registration Statement;

          (i)   to include any prospectus required by Section 10(a)(3) of the
                Securities Act of 1933;

          (ii)  to reflect in the prospectus any facts or events arising after
                the effective date of this Registration Statement (or the most
                recent post-effective amendment thereto) which, individually or
                in the aggregate, represent a fundamental change in the
                information set forth in this Registration Statement.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation from the low or high end of the estimated
                maximum offering range may be reflected in the form of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate, the changes in volume and price represent no
                more than a 20 percent change in the maximum aggregate offering
                price set forth in the "Calculation of Registration Fee" table
                in the effective Registration Statement; and

          (iii) to include any material information with respect to the plan of
                distribution not previously disclosed in this Registration
                Statement or any material change to such information in this
                Registration Statement; provided, however, that paragraphs (1)
                (i) and (1) (ii) do not apply if the information required to be
                included in a post-effective amendment by those paragraphs is
                contained in periodic reports filed by a Registrant pursuant to
                Section 13 or Section 15(d) of the Securities Exchange Act of
                1934 that are incorporated by reference in this Registration
                Statement.

     (2)  that, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the in initial bona fide offering thereof.

     (3)  to remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

     (4)  to deliver or cause to be delivered with the prospectus, to each
          person to whom the prospectus is sent or given, the latest annual
          report to security holders that is incorporated by reference in the
          prospectus and furnished pursuant to and meeting the requirements of
          Rule 14a-3 or Rule 14c-3 under the Securities Act of 1934, where
          interim financial information to be presented by Article 3 of
          Regulation S-X are not set forth in the prospectus, to deliver, or
          cause to be delivered to each person to whom the prospectus is sent or
          given, the latest quarterly report that is specifically incorporated
          by reference in the prospectus to provide such interim financial
          information.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of each
undersigned Registrant pursuant to the provisions, or otherwise, each Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a

                                      II-5

claim for indemnification against such liabilities (other than the payment by
each undersigned Registrant of expenses incurred or paid by a director, officer
or controlling person of each Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, each Registrant will,
unless in the opinion of its counsel the matter has been settled by the
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

         Each of the undersigned Registrants hereby undertakes to respond to
requests for information that is incorporated by reference into the Prospectus
pursuant to Item 4, 10(b), 11 or 13 of this Form within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.

         Each of the undersigned Registrants hereby undertakes to supply by
means of a post-effective amendment all information concerning a transaction,
and the company being acquired or involved therein, that was not the subject of
and included in the registration statement when it became effective.

                                      II-6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Delaware,
State of Ohio, on the 25th day of September, 2002.

                                   GREIF BROS. CORPORATION

                                   By: /s/ Michael J. Gasser
                                      -----------------------------------------
                                      Michael J. Gasser
                                      Chairman and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below,
hereby constitutes and appoints Donald S. Huml, Gary R. Martz and Joseph P.
Boeckman or either one of them, his true and lawful attorney-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
the Registration Statement, including post-effective amendments, and
registration statements filed pursuant to Rule 462 under the Securities Act of
1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/ Michael J. Gasser                                   Date: September 25, 2002
- ---------------------------------------------------
Michael J. Gasser, Chairman of the Board
of Directors and Chief Executive Officer
(principal executive officer)

/s/ Donald S. Huml                                      Date: September 25, 2002
- ---------------------------------------------------
Donald S. Huml, Chief Financial
Officer and Secretary (principal financial officer)

/s/ John K. Dieker                                      Date: September 25, 2002
- ---------------------------------------------------
John K. Dieker, Vice President and
Corporate Controller (principal accounting officer)

/s/ Charles R. Chandler                                 Date: September 25, 2002
- ---------------------------------------------------
Charles R. Chandler, Director

/s/ Michael H. Dempsey                                  Date: September 25, 2002
- ---------------------------------------------------
Michael H. Dempsey, Director

                       [Signatures continued on next page]

                                      II-7

/s/ Naomi C. Dempsey                                    Date: September 25, 2002
- ------------------------------------------
Naomi C. Dempsey, Director

/s/ Daniel J. Gunsett                                   Date: September 25, 2002
- ------------------------------------------
Daniel J. Gunsett, Director

/s/ John C. Kane                                        Date: September 25, 2002
- ------------------------------------------
John C. Kane, Director

/s/ Robert C. Macauley                                  Date: September 13, 2002
- ------------------------------------------
Robert C. Macauley, Director

/s/ David J. Olderman                                   Date: September 10, 2002
- ------------------------------------------
David J. Olderman, Director

/s/ William B. Sparks, Jr.                              Date: September 25, 2002
- ------------------------------------------
William B. Sparks, Jr., Director

                                      II-8

                             ADDITIONAL REGISTRANTS

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, each of the
Additional Registrants has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Delaware, State of Ohio, on the 25th day of September, 2002.

                                      AMERICAN FLANGE & MANUFACTURING CO., INC.
                                      BARZON CORPORATION
                                      GREAT LAKES CORRUGATED CORP.
                                      GREIF BROS. CORP. OF OHIO, INC.
                                      GREIF BROS. SERVICE CORP.
                                      GREIF CONTAINERS, INC.
                                      GREIF U.S. HOLDINGS, INC.
                                      SIRCO SYSTEMS, LLC
                                      SOTERRA LLC
                                      TAINER TRANSPORT, INC.
                                      TREND-PAK, INC.

                                      By:  /s/ Michael J. Gasser
                                         --------------------------------------
                                            Michael J. Gasser, Chairman

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed on the 25th day of September, 2002,
by the following persons in the capacities indicated:

                                                           
/s/ Michael J. Gasser                                         Principal Executive Officer of each of the
- --------------------------------------------                  Additional Registrants and a director of each of
                                                              the Additional Registrants other than Sirco
                                                              Systems, LLC and Soterra LLC

/s/ Donald S. Huml                                            Principal Financial and Accounting Officer of each
- --------------------------------------------                  of the Additional Registrants

/s/ Gary R. Martz                                             Director of each of the Additional Registrants
- --------------------------------------------                  other than Greif U.S. Holdings, Inc., Sirco
                                                              Systems, LLC and Soterra LLC

/s/ William B. Sparks, Jr.                                    Director of each of the Additional Registrants
- --------------------------------------------                  other than Sirco Systems, LLC and Soterra LLC

GREIF CONTAINERS, INC.                                        Sole member (with no manager) of Sirco Systems,
                                                              LLC

By:  /s/ Michael J. Gasser
   -----------------------------------------
      Michael J. Gasser, Chairman and
        Chief Executive Officer

GREIF BROS. CORPORATION                                       Sole member (with no manager) of Soterra LLC

By:  /s/ Michael J. Gasser
   -----------------------------------------
      Michael J. Gasser, Chairman and
        Chief Executive Officer

                                      II-9

                                   SCHEDULE II

                             GREIF BROS. CORPORATION
                            AND SUBSIDIARY COMPANIES
           CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                                    (IN $000)

                                         Balance at    Charged to                       Accounts      Balance at
                                         Beginning      Costs and      Bad Debt         Written-        End of
  Description                            of Period      Expenses      Recoveries           off          Period
  -----------                            ---------      --------      ----------          -----        ------

  Year ended
   October 31, 1998:

     Reserves deducted from
     applicable assets:

     For doubtful items--
         trade accounts
         receivables                       $1,652 (A)     $1,489           $142            $365          $2,918
     For doubtful items--
         other notes and
         accounts receivable                  697           -0-             -0-             -0-             697
                                          --------        ------       --------         --------         ------
     Total reserves deducted
      from applicable assets               $2,349         $1,489          $142             $365          $3,615
                                           ======         ======       ========         ========         ======

  Year ended
   October 31, 1999:

     Reserves deducted from
     applicable assets:

     For doubtful items--
         trade accounts
         receivables                       $2,218  (B)      $898           $173             $833         $2,456
     For doubtful items--
         other notes and
         accounts receivable                  697            -0-            -0-              -0-            697
                                           ------           ----           ----             ----         ------
     Total reserves deducted
      from applicable assets               $2,915           $898           $173             $833         $3,153
                                           ======           ====           ====             ====         ======

  Year ended
   October 31, 2000:

     Reserves deducted from
     applicable assets:

     For doubtful items--
         trade accounts
         receivables                       $2,456         $2,223            -0-           $2,386         $2,293
     For doubtful items--
         other notes and
         accounts receivable                  697            -0-            -0-              697            -0-
                                           ------         -------           ---           ------         ------
     Total reserves deducted
      from applicable assets               $3,153         $2,223           $-0-           $3,083         $2,293
                                           ======         ======           ====           ======         ======

(A)  Includes an $805,000 adjustment related to the industrial containers
     business acquired from Sonoco Products Company on March 30, 1998.

(B) Excludes a $700,000 adjustment related to an amount guaranteed by Sonoco
    Products Company.

                                                                    Exhibit 4(a)

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

                            GREIF BROS. CORPORATION,
                                    as Issuer

                    8-7/8% SENIOR SUBORDINATED NOTES DUE 2012

                         ------------------------------

                                    INDENTURE

                            Dated as of July 31, 2002

                         ------------------------------

                J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
                                   as Trustee

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

                                TABLE OF CONTENTS

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

      Section 1.01.     Definitions.......................................................     1

      Section 1.02.     Other Definitions.................................................    26

      Section 1.03.     Incorporation by Reference of Trust Indenture Act.................    26

      Section 1.04.     Rules of Construction.............................................    27

ARTICLE 2.            THE NOTES...........................................................    27

      Section 2.01.     Amount of Securities; Issuable in Series..........................    27

      Section 2.02.     Form and Dating...................................................    28

      Section 2.03.     Execution and Authentication......................................    29

      Section 2.04.     Registrar and Paying Agent........................................    29

      Section 2.05.     Paying Agent to Hold Money in Trust...............................    30

      Section 2.06.     Holder Lists......................................................    30

      Section 2.07.     Transfer and Exchange.............................................    30

      Section 2.08.     Replacement Notes.................................................    40

      Section 2.09.     Outstanding Notes.................................................    40

      Section 2.10.     Treasury Notes....................................................    41

      Section 2.11.     Temporary Notes...................................................    41

      Section 2.12.     Cancellation......................................................    41

      Section 2.13.     Defaulted Interest................................................    41

      Section 2.14.     CUSIP or ISIN Numbers.............................................    41

      Section 2.15.     Special Interest..................................................    42

ARTICLE 3.            REDEMPTION AND PREPAYMENT...........................................    42

      Section 3.01.     Notices to Trustee................................................    42

      Section 3.02.     Selection of Notes to Be Redeemed.................................    42

      Section 3.03.     Notice of Redemption..............................................    42

      Section 3.04.     Effect of Notice of Redemption....................................    43

      Section 3.05.     Deposit of Redemption Price.......................................    43

      Section 3.06.     Notes Redeemed in Part............................................    44

      Section 3.07.     Optional Redemption...............................................    44

      Section 3.08.     Mandatory Redemption..............................................    45

ARTICLE 4.            COVENANTS...........................................................    45

      Section 4.01.     Payment of Notes..................................................    45

      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

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                                                                                                               Page
                                                                                                            
      Section 4.06.     Stay, Extension and Usury Laws......................................................    46

      Section 4.07.     Corporate Existence.................................................................    47

      Section 4.08.     Payments for Consent................................................................    47

      Section 4.09.     Incurrence of Debt..................................................................    47

      Section 4.10.     Restricted Payments.................................................................    49

      Section 4.11.     Liens...............................................................................    52

      Section 4.12.     Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries..........    52

      Section 4.13.     Asset Sales.........................................................................    53

      Section 4.14.     Restrictions on Distributions from Restricted Subsidiaries..........................    55

      Section 4.15.     Transactions with Affiliates........................................................    56

      Section 4.16.     Designation of Restricted and Unrestricted Subsidiaries.............................    57

      Section 4.17.     Repurchase at the Option of Holders Upon a Change of Control........................    58

      Section 4.18.     Future Subsidiary Guarantors........................................................    59

      Section 4.19.     Layered Debt........................................................................    59

ARTICLE 5.            SUCCESSORS............................................................................    59

      Section 5.01.     Merger, Consolidation, or Sale of Property..........................................    59

      Section 5.02.     Successor Corporation Substituted...................................................    61

ARTICLE 6.            DEFAULTS AND REMEDIES.................................................................    61

      Section 6.01.     Events of Default...................................................................    61

      Section 6.02.     Acceleration........................................................................    62

      Section 6.03.     Other Remedies......................................................................    63

      Section 6.04.     Waiver of Past Defaults.............................................................    63

      Section 6.05.     Control by Majority.................................................................    63

      Section 6.06.     Limitation on Suits.................................................................    63

      Section 6.07.     Rights of Holders to Receive Payment................................................    64

      Section 6.08.     Collection Suit by Trustee..........................................................    64

      Section 6.09.     Trustee May File Proofs of Claim....................................................    64

      Section 6.10.     Priorities..........................................................................    65

      Section 6.11.     Undertaking for Costs...............................................................    65

ARTICLE 7.            TRUSTEE...............................................................................    65

      Section 7.01.     Duties of Trustee...................................................................    65

      Section 7.02.     Rights of Trustee...................................................................    66

      Section 7.03.     Individual Rights of Trustee........................................................    67

      Section 7.04.     Trustee's Disclaimer................................................................    67

      Section 7.05.     Notice of Defaults..................................................................    67

      Section 7.06.     Reports by Trustee to Holders.......................................................    67

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                                TABLE OF CONTENTS

                                                                                                            Page

      Section 7.07.     Compensation and Indemnity........................................................   67

      Section 7.08.     Replacement of Trustee............................................................   68

      Section 7.09.     Successor Trustee by Merger, etc..................................................   69

      Section 7.10.     Eligibility; Disqualification.....................................................   69

      Section 7.11.     Preferential Collection of Claims Against Company.................................   69

ARTICLE 8.            LEGAL DEFEASANCE AND COVENANT DEFEASANCE............................................   69

      Section 8.01.     Option to Effect Legal Defeasance or Covenant Defeasance..........................   69

      Section 8.02.     Legal Defeasance..................................................................   69

      Section 8.03.     Covenant Defeasance...............................................................   70

      Section 8.04.     Conditions to Legal or Covenant Defeasance........................................   70

      Section 8.05.     Deposited Money and Government Securities to be Held in Trust; Other
                        Miscellaneous Provisions..........................................................   71

      Section 8.06.     Repayment to Company..............................................................   71

      Section 8.07.     Reinstatement.....................................................................   72

ARTICLE 9.            AMENDMENT, SUPPLEMENT AND WAIVER....................................................   72

      Section 9.01.     Without Consent of Holders of Notes...............................................   72

      Section 9.02.     With Consent of Holders of Notes..................................................   73

      Section 9.03.     With Consent of Holders of Senior Debt............................................   74

      Section 9.04.     Compliance with Trust Indenture Act...............................................   74

      Section 9.05.     Revocation and Effect of Consents.................................................   74

      Section 9.06.     Notation on or Exchange of Notes..................................................   74

      Section 9.07.     Trustee to Sign Amendments, etc...................................................   75

ARTICLE 10.           SUBSIDIARY GUARANTIES...............................................................   75

      Section 10.01.    Subsidiary Guaranty...............................................................   75

      Section 10.02.    Limitation on Subsidiary Guarantor Liability......................................   76

      Section 10.03.    Execution and Delivery of Subsidiary Guaranty.....................................   76

      Section 10.04.    Additional Subsidiary Guarantors..................................................   77

      Section 10.05.    Release of Subsidiary Guarantor...................................................   77

ARTICLE 11.           SUBORDINATION.......................................................................   77

      Section 11.01.    Agreement to Subordinate..........................................................   77

      Section 11.02.    Liquidation, Dissolution, Bankruptcy..............................................   78

      Section 11.03.    Default on Senior Debt............................................................   78

      Section 11.04.    Acceleration of Payment of Securities.............................................   78

      Section 11.05.    When Distribution Must Be Paid Over...............................................   78

      Section 11.06.    Subrogation.......................................................................   79

      Section 11.07.    Relative Rights...................................................................   79

      Section 11.08.    Subordination May Not Be Impaired by Company......................................   79

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                                TABLE OF CONTENTS

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      Section 11.09.    Rights of Trustee and Paying Agent..................................................   79

      Section 11.10.    Distribution or Notice to Representative............................................   79

      Section 11.11.    Article 11 Not to Prevent Events of Default or Limit Right to Accelerate............   79

      Section 11.12.    Trust Moneys Not Subordinated.......................................................   79

      Section 11.13.    Trustee Entitled to Rely............................................................   80

      Section 11.14.    Trustee to Effectuate Subordination.................................................   80

      Section 11.15.    Trustee Not Fiduciary for Holders of Senior Debt....................................   80

      Section 11.16.    Reliance by Holders of Senior Debt on Subordination Provisions......................   80

ARTICLE 12.           SUBORDINATION OF SUBSIDIARY GUARANTEES................................................   80

      Section 12.01.    Agreement to Subordinate............................................................   80

      Section 12.02.    Liquidation, Dissolution, Bankruptcy................................................   81

      Section 12.03.    Default on Senior Debt of Subsidiary Guarantor......................................   81

      Section 12.04.    Demand for Payment..................................................................   81

      Section 12.05.    When Distribution Must Be Paid Over.................................................   81

      Section 12.06.    Subrogation.........................................................................   81

      Section 12.07.    Relative Rights.....................................................................   82

      Section 12.08.    Subordination May Not Be Impaired by Subsidiary Guarantor...........................   82

      Section 12.09.    Rights of Trustee and Paying Agent..................................................   82

      Section 12.10.    Distribution or Notice to Representative............................................   82

      Section 12.11.    Article 12 Not to Prevent Events of Default Under a Subsidiary Guaranty or
                        Limit Right to Demand Payment.......................................................   82

      Section 12.12.    Trustee Entitled to Rely............................................................   82

      Section 12.13.    Trustee to Effectuate Subordination.................................................   83

      Section 12.14.    Trustee Not Fiduciary for Holders of Senior Debt of Subsidiary Guarantor............   83

      Section 12.15.    Reliance by Holders of Senior Debt of a Subsidiary Guarantor on Subordination
                        Provisions..........................................................................   83

ARTICLE 13.           SATISFACTION AND DISCHARGE............................................................   83

      Section 13.01.    Satisfaction and Discharge..........................................................   83

      Section 13.02.    Deposited Money and Government Securities to be Held in Trust; Other
                        Miscellaneous Provisions............................................................   84

      Section 13.03.    Repayment to Company................................................................   84

ARTICLE 14.           MISCELLANEOUS.........................................................................   85

      Section 14.01.    Trust Indenture Act Controls........................................................   85

      Section 14.02.    Notices.............................................................................   85

      Section 14.03.    Communication by Holders of Notes with Other Holders of Notes.......................   86

      Section 14.04.    Certificate and Opinion as to Conditions Precedent..................................   86

      Section 14.05.    Statements Required in Certificate or Opinion.......................................   86

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      Section 14.06.    Rules by Trustee and Agents.......................................................   86

      Section 14.07.    No Personal Liability of Directors, Officers, Employees and Stockholders..........   86

      Section 14.08.    Governing Law.....................................................................   87

      Section 14.09.    No Adverse Interpretation of Other Agreements.....................................   87

      Section 14.10.    Successors........................................................................   87

      Section 14.11.    Severability......................................................................   87

      Section 14.12.    Counterpart Originals.............................................................   87

      Section 14.13.    Table of Contents, Headings, etc..................................................   87

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EXHIBITS

      Exhibit A    FORM OF NOTE........................................................   A-1
      Exhibit B    FORM OF CERTIFICATE OF TRANSFER.....................................   B-1
      Exhibit C    FORM OF CERTIFICATE OF EXCHANGE.....................................   C-1
      Exhibit D    FORM OF CERTIFICATE FROM ACQUIRING
                   INSTITUTIONAL ACCREDITED INVESTOR...................................   D-1
      Exhibit E    FORM OF NOTATION OF GUARANTEE.......................................   E-1
      Exhibit F    FORM OF SUPPLEMENTAL INDENTURE......................................   F-1

Schedule A         List of Agreements pursuant to Section 4.15(b)(v)

                                       vi

         This INDENTURE dated as of July 31, 2002, is by and among Greif Bros.
Corporation, a Delaware corporation (the "Company"), the Subsidiary Guarantors
(as defined) parties hereto, and J.P. Morgan Trust Company, National
Association, a national banking association, as trustee (the "Trustee").

         The Company, the Subsidiary Guarantors and the Trustee agree as follows
for the benefit of each other and for the equal and ratable benefit of the
Holders of the 8-7/8% Senior Subordinated Notes due 2012:

                                   ARTICLE 1.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.01. Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

                  "144A Global Note" means the global Note in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with 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.

                  "Additional Assets" means:

                  (1) any Property (other than cash, Cash Equivalents and
securities) to be owned by the Company or any Restricted Subsidiary and used in
a Permitted Business; or

                  (2) Capital Stock of a Person that becomes a Restricted
Subsidiary as a result of the acquisition of such Capital Stock by the Company
or another Restricted Subsidiary from any Person other than the Company or a
Subsidiary of the Company; provided, however, that, in the case of this clause
(2), such Restricted Subsidiary is primarily engaged in a Permitted Business.

                  "Additional Notes" means any Notes (other than Initial Notes
and Exchange Notes) issued under the Indenture in accordance with Sections 2.03
and 4.09 hereof, as part of the same series as the Initial Notes or as one or
more additional series.

                  "Affiliate" of any specified Person means any Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control," when used with respect to any Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of Sections 4.13 and 4.15 only, "Affiliate" shall also mean any
beneficial owner of shares representing 10% or more of the total voting power of
the Voting Stock (on a fully diluted basis) of the Company or of rights or
warrants to purchase such Voting Stock (whether or not currently exercisable)
and any Person who would be an Affiliate of any such beneficial owner pursuant
to the first sentence hereof.

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

                  "Applicable Procedures" means, with respect to any transfer,
redemption 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, redemption or exchange.

                  "Asset Sale" means any sale, lease (other than operating
leases entered into in the ordinary course of business), transfer, issuance or
other disposition (or series of related sales, leases, transfers, issuances or
dispositions) by the Company or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation or similar transaction (each
referred to for the purposes of this definition as a "disposition"), of

                                       1

                  (1)  any shares of Capital Stock of a Restricted Subsidiary
(other than directors' qualifying shares or shares of non-US persons required by
applicable law), or

                  (2)  any other assets of the Company or any Restricted
Subsidiary outside of the ordinary course of business of the Company or such
Restricted Subsidiary, other than, in the case of clause (1) or (2) above,

                       (a) any disposition by a Restricted Subsidiary to the
         Company or by the Company or a Restricted Subsidiary to a Wholly Owned
         Restricted Subsidiary,

                       (b) any disposition that constitutes a Permitted
         Investment or Restricted Payment permitted by Section 4.10,

                       (c) any disposition effected in compliance with Section
         5.01(a),

                       (d) any disposition or series of related dispositions of
         Property with an aggregate Fair Market Value and for net proceeds of
         less than $2.5 million,

                       (e) a disposition of obsolete or worn out property or
         property that is no longer useful in the conduct of the business of the
         Company and its Restricted Subsidiaries and that is disposed of in each
         case in the ordinary course of business,

                       (f) an issuance of Capital Stock by a Restricted
         Subsidiary to the Company or to a Restricted Subsidiary,

                       (g) the granting of any Lien (or foreclosure thereon)
         securing Debt to the extent that such Lien is granted in compliance
         with Section 4.11 and dispositions in connection with Permitted Liens,
         and

                       (h) sales, conveyances or other dispositions in
         connection with any Qualified Securitization Transaction.

                  "Attributable Debt" in respect of a sale and leaseback
transaction means, at the time of determination, the greater of (a) the fair
value of the property subject to such arrangement (as determined in good faith
by the Board of Directors) or (b) the present value (discounted at the interest
rate borne by the Notes, compounded annually) of the total obligations of the
lessee for rental payments during the remaining term of the lease included in
such sale and leaseback transaction, including any period for which such lease
has been extended or may, at the option of the lessor, be extended.

                  "Average Life" means, as of any date of determination, with
respect to any Debt or Preferred Stock, the quotient obtained by dividing:

                  (1)  the sum of the product of the numbers of years (rounded
to the nearest one-twelfth of one year) from the date of determination to the
dates of each successive scheduled principal payment of such Debt or redemption
or similar payment with respect to such Preferred Stock multiplied by the amount
of such payment by

                  (2)  the sum of all such payments.

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

                  "Board of Directors" means the board of directors of the
Company or any committee thereof authorized with respect to any particular
matter to exercise the power of the Board of Directors of the Company.

                                       2

                  "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the applicable Person to have been
duly adopted by the board of directors, sole member or other governing body of
such Person and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

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

                  "Capital Lease Obligations" means any obligation under a lease
that is required to be capitalized for financial reporting purposes in
accordance with GAAP; and the amount of Debt represented by such obligation
shall be the capitalized amount of such obligations determined in accordance
with GAAP; and the Stated Maturity thereof shall be the date of the last payment
of rent or any other amount due under such lease prior to the first date upon
which such lease may be terminated by the lessee without payment of a penalty.
For purposes of Error! Reference source not found., a Capital Lease Obligation
shall be deemed secured by a Lien on the Property being leased.

                  "Capital Stock" means, with respect to any Person, any shares
or other equivalents (however designated) of any class of corporate stock,
partnership interests or membership interests in a limited liability company or
any other participations, rights, warrants, options or other interests in the
nature of an equity interest in such Person, including Preferred Stock, but
excluding any debt security convertible or exchangeable into such equity
interest.

                  "Capital Stock Sale Proceeds" means the aggregate cash
proceeds received by the Company from the issuance or sale (other than to a
Subsidiary of the Company or a Person in connection with a stock ownership plan
or trust or other arrangement established by the Company or any such Subsidiary
for the benefit of their employees or directors) by the Company of its Capital
Stock (other than Disqualified Stock) after the Issue Date, net of attorneys'
fees, accountants' fees, underwriters', investment bankers' or placement agents'
fees, discounts or commissions and brokerage, consultant and other fees and
expenses actually incurred in connection with such issuance or sale and net of
taxes paid or payable as a result thereof.

                  "Cash Equivalents" means any of the following:

                  (1)  Investments in U.S. Government Obligations maturing
within 365 days of the date of acquisition thereof;

                  (2)  Investments in time deposit accounts, certificates of
deposit and money market deposits maturing within 180 days of the date of
acquisition thereof issued or bakers acceptances, by a bank or trust company
organized under the laws of the United States of America or any state thereof or
the District of Columbia having capital, surplus and undivided profits
aggregating in excess of $500 million and whose long-term debt is rated "A-3" or
"A-" or higher according to Moody's or S&P (or such similar equivalent rating by
at least one "nationally recognized statistical rating organization" (as defined
in Rule 436 under the Securities Act));

                  (3)  repurchase obligations with a term of not more than 30
days for underlying securities of the types described in clause (1) entered into
with:

                       (a) a bank meeting the qualifications described in clause
         (2) above, or

                       (b) any primary government securities dealer reporting to
         the Market Reports Division of the Federal Reserve Bank of New York;

                  (4)  Investments in commercial paper, maturing not more than
365 days after the date of acquisition, issued by a corporation (other than an
Affiliate of the Company) or financial institution organized and in existence
under the laws of the United States of America or any state thereof or the
District of Columbia with a rating at the time as of which any Investment
therein is made of "P-1" (or higher) according to Moody's or "A-1" (or higher)
according to S&P (or such similar equivalent rating by at least one "nationally
recognized statistical rating organization" (as defined in Rule 436 under the
Securities Act));

                                       3

                  (5)  direct obligations (or certificates representing an
ownership interest in such obligations) of any state of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of such state is pledged and which are not
callable or redeemable at the issuer's option, provided that:

                       (a) the long-term debt of such state is rated "A-3" or
         "A-" or higher according to Moody's or S&P (or such similar equivalent
         rating by at least one "nationally recognized statistical rating
         organization" (as defined in Rule 436 under the Securities Act)), and

                       (b) such obligations mature within 180 days of the date
         of acquisition thereof; and

                  (6)  interests in any money market fund substantially all of
the assets of which are the type specified in clauses (1) through (5) above.

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

                  (1)  any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to
either of the foregoing) of persons, other than the Permitted Holders, become
the "beneficial owners" (as defined in Rule 13d-3 under the Exchange Act, except
that a person will be deemed to have "beneficial ownership" of all shares that
any such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of more
than 35% of the total voting power of the Voting Stock of the Company, whether
as a result of the issuance of securities of the Company, any merger,
consolidation, liquidation or dissolution of the Company, any direct or indirect
transfer of securities by the Permitted Holders or otherwise (for purposes of
this clause (1), the Permitted Holders will be deemed to beneficially own any
Voting Stock of a specified corporation held by a parent corporation so long as
the Permitted Holders beneficially own, directly or indirectly, in the aggregate
a majority of the total voting power of the Voting Stock of such parent
corporation); or

                  (2)  the sale, transfer, assignment, lease, conveyance or
other disposition, directly or indirectly, of all or substantially all the
assets of the Company and the Restricted Subsidiaries, considered as a whole
(other than a disposition of such assets as an entirety or virtually as an
entirety to a Wholly Owned Restricted Subsidiary or one or more Permitted
Holders or a Person of which one or more of the Permitted Holders own more than
50% of the voting power) shall have occurred, or the Company merges,
consolidates or amalgamates with or into any other Person (other than one or
more Permitted Holders) or any other Person (other than one or more Permitted
Holders or a Person of which one or more of the Permitted Holders own more than
50% of the voting power) merges, consolidates or amalgamates with or into the
Company, in any such event pursuant to a transaction in which the outstanding
Voting Stock of the Company is reclassified into or exchanged for cash,
securities or other Property, other than any such transaction where:

                       (a) the outstanding Voting Stock of the Company is
         reclassified into or exchanged for other Voting Stock of the Company or
         for Voting Stock of the surviving corporation, and

                       (b) the holders of the Voting Stock of the Company
         immediately prior to such transaction own, directly or indirectly, not
         less than a majority of the Voting Stock of the Company or the
         surviving corporation immediately after such transaction and in
         substantially the same proportion as before the transaction; or

                  (3)  during any period of two consecutive years, individuals
who at the beginning of such period constituted the Board of Directors (together
with any new directors whose election or appointment by such Board or whose
nomination for election by the stockholders of the Company was approved by a
vote of not less than a majority of the directors then still in office who were
either directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors then in office; or

                                       4

                  (4)  the stockholders of the Company shall have approved any
plan of liquidation or dissolution of the Company.

                  "Clearstream" means Clearstream Banking S.A. and any successor
thereto.

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

                  "Commission" means the U.S. Securities and Exchange
Commission.

                  "Commodity Price Protection Agreement" means, in respect of a
Person, any forward contract, commodity swap agreement, commodity option
agreement or other similar agreement or arrangement designed to protect such
Person against fluctuations in commodity prices.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.

                  "Comparable Treasury Price" means, with respect to any
redemption date:

                  (1) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day preceding such redemption date, as set forth in the
most recently published statistical release designated "H.15(519)" (or any
successor release) published by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States Treasury
securities adjusted to constant maturity under the caption "Treasury Constant
Maturities;" or

                  (2) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, the average of
Reference Treasury Dealer Quotations for such redemption date.

                  "Consolidated Current Liabilities" means, as of any date of
determination, the aggregate amount of liabilities of the Company and its
consolidated Restricted Subsidiaries which may properly be classified as current
liabilities (including taxes accrued as estimated), after eliminating all
current maturities of long-term Debt.

                  "Consolidated Interest Coverage Ratio" means, as of any date
of determination, the ratio of:

                  (1) the aggregate amount of EBITDA for the most recent four
consecutive fiscal quarters ending at least 45 days prior to such determination
date to

                  (2) Consolidated Interest Expense for such four fiscal
quarters;

provided, however, that:

                      (a)  if

                           (i)  since the beginning of such period the Company
                  or any Restricted Subsidiary has Incurred any Debt that
                  remains outstanding or Repaid any Debt, or

                           (ii) the transaction giving rise to the need to
                  calculate the Consolidated Interest Coverage Ratio is an
                  Incurrence or Repayment of Debt,

         Consolidated Interest Expense for such period shall be calculated after
         giving effect on a pro forma basis to such Incurrence or Repayment as
         if such Debt was Incurred or Repaid on the first day of such period,
         provided that, in the event of any such Repayment of Debt, EBITDA for
         such period shall be calculated as if the Company or such Restricted
         Subsidiary had not earned any interest income actually earned during
         such period in respect of the funds used to Repay such Debt, and

                                       5

                           (b)      if

                                    (i)   since the beginning of such period the
                  Company or any Restricted Subsidiary shall have made any Asset
                  Sale or an Investment (by merger or otherwise) in any
                  Restricted Subsidiary (or any Person which becomes a
                  Restricted Subsidiary) or an acquisition of Property which
                  constitutes all or substantially all of an operating unit of a
                  business,

                                    (ii)  the transaction giving rise to the
                  need to calculate the Consolidated Interest Coverage Ratio is
                  such an Asset Sale, Investment or acquisition, or

                                    (iii) since the beginning of such period any
                  Person (that subsequently became a Restricted Subsidiary or
                  was merged with or into the Company or any Restricted
                  Subsidiary since the beginning of such period) shall have made
                  such an Asset Sale, Investment or acquisition,

         then EBITDA for such period shall be calculated after giving pro forma
         effect to such Asset Sale, Investment or acquisition as if such Asset
         Sale, Investment or acquisition had occurred on the first day of such
         period.

                  If any Debt bears a floating rate of interest and is being
given pro forma effect, the interest expense on such Debt shall be calculated as
if the base interest rate in effect for such floating rate of interest on the
date of determination had been the applicable base interest rate for the entire
period (taking into account any Interest Rate Agreement applicable to such Debt
if such Interest Rate Agreement has a remaining term in excess of 12 months). In
the event the Capital Stock of any Restricted Subsidiary is sold during the
period, the Company shall be deemed, for purposes of clause (a) above, to have
Repaid during such period the Debt of such Restricted Subsidiary to the extent
the Company and its continuing Restricted Subsidiaries are no longer liable for
such Debt after such sale.

                  "Consolidated Interest Expense" means, for any period, the
total interest expense of the Company and its consolidated Restricted
Subsidiaries, plus, to the extent not included in such total interest expense,
and to the extent Incurred by the Company or its Restricted Subsidiaries,

                  (1)      interest expense attributable to Capital Lease
Obligations;

                  (2)      amortization of debt discount and debt issuance cost,
including commitment fees;

                  (3)      capitalized interest;

                  (4)      non-cash interest expense;

                  (5)      commissions; discounts and other fees and charges
owed with respect to letters of credit and bankers' acceptance financing;

                  (6)      net costs associated with Hedging Obligations
(including amortization of fees);

                  (7)      Disqualified Stock Dividends to a Person other than
the Company or a Restricted Subsidiary;

                  (8)      Preferred Stock Dividends to a Person other than
the Company or a Restricted Subsidiary;

                  (9)      interest Incurred in connection with Investments in
discontinued operations;

                  (10)     interest accruing on any Debt of any other Person to
the extent such Debt is Guaranteed by the Company or any Restricted Subsidiary;
and

                                       6

                  (11) the cash contributions to any employee stock ownership
plan or similar trust to the extent such contributions are used by such plan or
trust to pay interest or fees to any Person (other than the Company) in
connection with Debt Incurred by such plan or trust.

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

                  (1)  any net income (loss) of any Person (other than the
Company) if such Person is not a Restricted Subsidiary, except that:

                       (a) subject to the exclusion contained in clause (4)
         below, the net income of any Person that is not a Restricted Subsidiary
         shall be included only to the extent of the aggregate amount of cash
         distributed by such Person during such period to the Company or a
         Restricted Subsidiary as a dividend or other distribution (subject, in
         the case of a dividend or other distribution to a Restricted
         Subsidiary, to the limitations contained in clause (3) below), and

                       (b) the equity of the Company and its consolidated
         Restricted Subsidiaries in a net loss of any such Person other than an
         Unrestricted Subsidiary for such period shall be included in
         determining such Consolidated Net Income,

                  (2)  for purposes of Error! Reference source not found. only,
any net income (loss) of any Person acquired by the Company or any of its
consolidated Subsidiaries in a pooling of interests transaction for any period
prior to the date of such acquisition,

                  (3)  any net income (loss) of any Restricted Subsidiary if
such Restricted Subsidiary is subject to restrictions, directly or indirectly,
on the payment of dividends or the making of distributions, directly or
indirectly, to the Company, except that:

                       (a) subject to the exclusion contained in clause (4)
         below, the equity of the Company and its Consolidated Restricted
         Subsidiaries in the net income of any such Restricted Subsidiary for
         such period shall be included in such Consolidated Net Income up to the
         aggregate amount of cash distributed by such Restricted Subsidiary
         during such period to the Company or another Restricted Subsidiary as a
         dividend or other distribution (subject, in the case of a dividend or
         other distribution to another Restricted Subsidiary, to the limitation
         contained in this clause (3)), and

                       (b) the equity of the Company and its Consolidated
         Restricted Subsidiaries in a net loss of any such Restricted Subsidiary
         for such period shall be included in determining such Consolidated Net
         Income,

                  (4)  any gain or loss realized upon the sale or other
disposition of any Property of the Company or any of its consolidated
Subsidiaries that is not sold or otherwise disposed of in the ordinary course of
business (provided that sales or other dispositions of assets in connection with
any Qualified Securitization Transaction shall be deemed to be in the ordinary
course),

                  (5)  any extraordinary gain or loss,

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

                  (7)  any non-cash compensation expense realized for grants of
performance shares, stock options or other rights to officers, directors and
employees of the Company or any Restricted Subsidiary, provided that such
shares, options or other rights can be redeemed at the option of the holder only
for Capital Stock of the Company (other than Disqualified Stock).

Notwithstanding the foregoing, for purposes of Error! Reference source not
found. only, there shall be excluded from Consolidated Net Income any dividends,
repayments of loans or advances or other transfers of Property from Unrestricted
Subsidiaries

                                       7

to the Company or a Restricted Subsidiary to the extent such dividends,
repayments or transfers increase the amount of Restricted Payments permitted
under Error! Reference source not found..

                  "Consolidated Net Tangible Assets" means, as of any date of
determination, the sum of the amounts that would appear on a consolidated
balance sheet of the Company and its consolidated Restricted Subsidiaries as the
total assets (less accumulated depreciation, depletion and amortization,
allowances for doubtful receivables, other applicable reserves and other
properly deductible items) of the Company and its Restricted Subsidiaries, after
giving effect to purchase accounting and after deducting therefrom Consolidated
Current Liabilities and, to the extent otherwise included, the amounts of
(without duplication):

                  (1)  the excess of cost over fair market value of assets or
businesses acquired;

                  (2)  any revaluation or other write-up in book value of assets
subsequent to the last day of the fiscal quarter of the Company immediately
preceding the Issue Date as a result of a change in the method of valuation in
accordance with GAAP;

                  (3)  unamortized debt discount and expenses and other
unamortized deferred charges, goodwill, patents, trademarks, service marks,
trade names, copyrights, licenses, organization or developmental expenses and
other intangible items;

                  (4)  minority interests in consolidated Subsidiaries held by
Persons other than the Company or any Restricted Subsidiary;

                  (5)  treasury stock;

                  (6)  cash or securities set aside and held in a sinking or
other analogous fund established for the purpose of redemption or other
retirement of Capital Stock to the extent such obligation is not reflected in
Consolidated Current Liabilities; and

                  (7)  Investments in and assets of Unrestricted Subsidiaries.

                  "Corporate Trust Office of the Trustee" shall mean the office
of the Trustee located at the address of the Trustee specified in Error!
Reference source not found. or such other address as to which the Trustee may
give notice to the Company.

                  "CorrChoice" means CorrChoice, Inc., an Ohio corporation and
the joint venture entered into by the Company with RDJ Holdings Inc. and a
minority shareholder of a subsidiary of Ohio Packaging Corporation in November
1998 for the purpose of manufacturing corrugated sheets.

                  "Credit Facilities" means, with respect to the Company or any
Restricted Subsidiary, one or more debt or commercial paper facilities with
banks or other institutional lenders (including the Senior Credit Facility)
providing for revolving credit loans, term loans, receivables or inventory
financing (including through the sale of receivables or inventory to such
lenders or to special purpose, bankruptcy remote entities formed to borrow from
such lenders against such receivables or inventory) or trade letters of credit,
in each case together with any extensions, revisions, refinancings or
replacements thereof by a lender or syndicate of lenders.

                  "Currency Exchange Protection Agreement" means, in respect of
a Person, any foreign exchange contract, currency swap agreement, currency
option or other similar agreement or arrangement designed to protect such Person
against fluctuations in currency exchange rates.

                  "Custodian" means, with respect to the Notes issuable or
issued in whole or in part in global form, the Person specified in Error!
Reference source not found. as Custodian with respect to the Notes, any and all
successors thereto appointed as custodian hereunder and having become such
pursuant to the applicable provisions of this Indenture.

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

                                       8

                  (1)  the principal of and premium (if any) in respect of:

                       (a) debt of such Person for money borrowed, and

                       (b) debt evidenced by notes, debentures, bonds or other
         similar instruments for the payment of which such Person is responsible
         or liable;

                  (2)  all Capital Lease Obligations of such Person;

                  (3)  all obligations of such Person issued or assumed as the
deferred purchase price of Property, all conditional sale obligations of such
Person and all obligations of such Person under any title retention agreement
(but excluding trade accounts payable arising in the ordinary course of
business);

                  (4)  all obligations of such Person for the reimbursement of
any obligor on any letter of credit, banker's acceptance or similar credit
transaction (other than obligations with respect to letters of credit securing
obligations (other than obligations described in clauses (1) through (3) above)
entered into in the ordinary course of business of such Person to the extent
such letters of credit are not drawn upon or, if and to the extent drawn upon,
such drawing is reimbursed no later than the third Business Day following
receipt by such Person of a demand for reimbursement following payment on the
letter of credit);

                  (5)  the amount of all obligations of such Person with respect
to the Repayment of any Disqualified Stock or, with respect to any Subsidiary of
such Person, any Preferred Stock (but excluding, in each case, any accrued
dividends);

                  (6)  all obligations of the type referred to in clauses (1)
through (5) above of other Persons and all dividends of other Persons for the
payment of which, in either case, such Person is responsible or liable, directly
or indirectly, as obligor, guarantor or otherwise, including by means of any
Guarantee;

                  (7)  all obligations of the type referred to in clauses (1)
through (6) above of other Persons secured by any Lien on any Property of such
Person (whether or not such obligation is assumed by such Person), the amount of
such obligation being deemed to be the lesser of the value of such Property or
the amount of the obligation so secured; and

                  (8)  to the extent not otherwise included in this definition,
Hedging Obligations of such Person.

The amount of Debt of any Person at any date shall be the outstanding balance at
such date of all unconditional obligations as described above and the maximum
liability, upon the occurrence of the contingency giving rise to the obligation,
of any contingent obligations at such date. The amount of Debt represented by a
Hedging Obligation shall be equal to:

                  (A)  zero if such Hedging Obligation has been Incurred
pursuant to Error! Reference source not found., (b)(vii) or (b)(viii), or

                  (B)  the notional amount of such Hedging Obligation if not
Incurred pursuant to such Error! Reference source not found., (b)(vii) or
(b)(viii).

                  Notwithstanding anything to the contrary contained herein,
accrual of interest, accretion or amortization of original issue discount and
the payment of interest or dividends in the form of additional Debt, will be
deemed not to be an Incurrence of Debt for purpose of Section 4.09.

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

                                       9

                  "Definitive Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Error! Reference source
not found., in substantially the form of Exhibit A 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 Error!
Reference source not found. 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 provisions of this Indenture.

                  "Designated Senior Debt" means:

                  (1) any Senior Debt that has, at the time of determination, an
aggregate principal amount outstanding of at least $25.0 million (including the
amount of all undrawn commitments and matured and contingent reimbursement
obligations pursuant to letters of credit thereunder) that is specifically
designated in the instrument evidencing such Senior Debt and is designated in a
notice delivered by the Company to the holders or a Representative of the
holders of such Senior Debt and in an Officer's Certificate delivered to the
Trustee as "Designated Senior Debt" of the Company for purposes of this
Indenture, and

                  (2) the Credit Facilities.

                  "Disqualified Stock" means any Capital Stock of the Company or
any of its Restricted Subsidiaries that by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable, in either
case at the option of the holder thereof) or otherwise:

                  (1) matures or is mandatorily redeemable pursuant to a sinking
fund obligation or otherwise,

                  (2) is or may become redeemable or repurchaseable at the
option of the holder thereof, in whole or in part, or

                  (3) is convertible or exchangeable at the option of the holder
thereof for Debt or other Disqualified Stock,

on or prior to, in the case of clauses (1), (2) or (3), the first anniversary of
the Stated Maturity of the Notes.

                  "Disqualified Stock Dividends" means all dividends with
respect to Disqualified Stock of the Company held by Persons other than a Wholly
Owned Restricted Subsidiary. The amount of any such dividend shall be equal to
the quotient of such dividend divided by the difference between one and the
maximum statutory federal income tax rate (expressed as a decimal number between
1 and 0) then applicable to the Company.

                  "Domestic Restricted Subsidiary" means any Restricted
Subsidiary other than (1) Soterra or a Foreign Restricted Subsidiary, (2) a
Subsidiary of Soterra or a Foreign Restricted Subsidiary or (3) any domestic
subsidiary that is or becomes an Unrestricted Subsidiary.

                  "EBITDA" means, for any period, an amount equal to, with
respect to the Company and its consolidated Restricted Subsidiaries:

                  (1) the sum of Consolidated Net Income for such period, plus
the following to the extent reducing Consolidated Net Income for such period:

                      (a)  the provision for taxes based on income or profits or
         utilized in computing net loss,

                      (b)  Consolidated Interest Expense,

                                       10

                           (c)      depreciation and depletion,

                           (d)      amortization of intangibles, and

                           (e)      any other non-cash items (other than any
         such non-cash item to the extent that it represents an accrual of, or
         reserve for, cash expenditures in any future period or amortization of
         a prepaid expense) and any one-time, non-recurring expenses relating
         to, or arising from, any closures of manufacturing facilities on or
         after the Issue Date, in each case incurred within 12 months after such
         closure, minus

                  (2)      all non-cash items increasing Consolidated Net Income
         for such period.

provided that, if any Restricted Subsidiary is not a Wholly Owned Restricted
Subsidiary, EBITDA shall be reduced (to the extent not otherwise reduced in
accordance with GAAP) by an amount equal to (A) the amount of the Consolidated
Net Income attributable to such Restricted Subsidiary multiplied by (B) the
quotient of (1) the number of shares of outstanding Capital Stock of such
Restricted Subsidiary not owned on the last day of such period by the Company or
any of its Restricted Subsidiaries divided by (2) the total number of shares of
outstanding Capital Stock of such Restricted Subsidiary on the last day of such
period.

Notwithstanding the foregoing clause (1), the provision for taxes and the
depreciation, amortization and non-cash items of a Restricted Subsidiary shall
be added to Consolidated Net Income to compute EBITDA only to the extent (and in
the same proportion) that the net income of such Restricted Subsidiary was
included in calculating Consolidated Net Income and only if a corresponding
amount would be permitted at the date of determination to be dividended to the
Company by such Restricted Subsidiary without prior approval (that has not been
obtained), pursuant to the terms of its charter and all agreements, instruments,
judgments, decrees, orders, statutes, rules and governmental regulations
applicable to such Restricted Subsidiary or its stockholders.

                  "Equity Offering" means any public or private offering of
common stock of the Company other than to an Affiliate of the Company.

                  "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear System, and any successor thereto.

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

                  "Exchange Notes" means new notes of the Company issued in a
registered offer made pursuant to a registration statement filed with, and
declared effective by, the Commission offering to exchange such new notes for
the Initial Notes, provided that such new notes have terms substantially
identical in all material respect to the Initial Notes (except that Exchange
Notes will not contain terms with respect to transfer restrictions) for which
such offer is being made.

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

                  "Fair Market Value" means, with respect to any Property, the
price that could be negotiated in an arm's-length free market transaction, for
cash, between a willing seller and a willing buyer, neither of whom is under
undue pressure or compulsion to complete the transaction. Fair Market Value
shall be determined, except as otherwise provided,

                  (1)      if such Property has a Fair Market Value equal to or
less than $5.0 million, by any Officer of the Company, or

                  (2)      if such Property has a Fair Market Value in excess of
$5.0 million by a majority of the Board of Directors and evidenced by a Board
Resolution, certified by the secretary or assistant secretary of the Company in
an Officer's Certificate dated within 30 days of the relevant transaction,
delivered to the Trustee.

                                       11

                  "Foreign Restricted Subsidiary" means any Restricted
Subsidiary which is not organized under the laws of the United States of America
or any State thereof or the District of Columbia.

                  "GAAP" means United States generally accepted accounting
principles as in effect on the Issue Date, including those set forth:

                  (1)      in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants,

                  (2)      in the statements and pronouncements of the Financial
Accounting Standards Board,

                  (3)      in such other statements by such other entity as
approved by a significant segment of the accounting profession, and

                  (4)      the rules and regulations of the Commission governing
the inclusion of financial statements (including pro forma financial statements)
in periodic reports required to be filed pursuant to Section 13 of the Exchange
Act, including opinions and pronouncements in staff accounting bulletins and
similar written statements from the accounting staff of the Commission.

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

                  "Global Notes" means the global notes in the form of Exhibit A
hereto issued in accordance with Article 2.

                  "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Debt of any other Person and
any obligation, direct or indirect, contingent or otherwise, of such Person:

                  (1)      to purchase or pay (or advance or supply funds for
the purchase or payment of) such Debt of such other Person (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), or

                  (2)      entered into for the purpose of assuring in any other
manner the obligee against loss in respect thereof (in whole or in part);

provided, however, that the term "Guarantee" shall not include:

                           (a)      endorsements for collection or deposit in
         the ordinary course of business, or

                           (b)      a contractual commitment or undertaking by

         one Person to invest in another Person for so long as such Investment
         is reasonably expected to constitute a Permitted Investment under
         clause (2) of the definition of "Permitted Investment."

The term "Guarantee" used as a verb has a corresponding meaning. The term
"Guarantor" shall mean any Person Guaranteeing any obligation.

                  "Hedging Obligation" of any Person means any obligation of
such Person pursuant to any Interest Rate Agreement, Currency Exchange
Protection Agreement, Commodity Price Protection Agreement or any other similar
agreement or arrangement.

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

                                       12

                  "Incur" means, with respect to any Debt or other obligation of
any Person, to create, issue, incur (by merger, conversion, exchange or
otherwise), extend, assume, Guarantee or become liable in respect of such Debt
or other obligation or the recording, as required pursuant to GAAP or otherwise,
of any such Debt or obligation on the balance sheet of such Person (and
"Incurrence" and "Incurred" shall have meanings correlative to the foregoing);
provided, however, that a change in GAAP that results in an obligation of such
Person that exists at such time, and is not theretofore classified as Debt,
becoming Debt shall not be deemed an Incurrence of such Debt and the accrual of
interest (whether such interest is payable in cash or in kind) and the accretion
of original issue discount and an amendment, modification or waiver (to the
extent that it does not increase the principal of or premium or interest on the
applicable Debt) shall not be deemed an incurrence of Debt; provided further,
however, that any Debt or other obligations of a Person existing at the time
such Person becomes a Restricted Subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be Incurred by such Restricted
Subsidiary at the time it becomes a Restricted Subsidiary; and provided further,
however, that solely for purposes of determining compliance with Section 4.09,
amortization of debt discount shall not be deemed to be the Incurrence of Debt,
provided that in the case of Debt sold at a discount, the amount of such Debt
Incurred shall at all times be the aggregate principal amount at Stated
Maturity.

                  "Indenture" means this instrument, as originally executed or
as it may from time to time be supplemented or amended in accordance with
Article 9.

                  "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Company.

                  "Independent Financial Advisor" means an investment banking
firm of national standing or any third-party appraiser of national standing,
provided that such firm or appraiser is not an Affiliate of the Company.

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

                  "Initial Notes" means $250.0 million in aggregate principal
amount of 8-7/8% Senior Subordinated Notes issued under this Indenture on the
date hereof.

                  "Initial Purchaser" means Salomon Smith Barney Inc., Deutsche
Bank Securities Inc., Merrill Lynch, Pierce, Fenner & - Smith Incorporated,
McDonald Investments Inc., SunTrust Capital Markets, Inc., NatCity Investments,
Inc., ING Financial Markets Financial Markets LLC, U.S. Bancorp Piper Jaffray
Inc. and Huntington Capital Corp. , each as an initial purchaser of the Notes.

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act.

                  "Interest Rate Agreement" means, for any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement
or other similar agreement designed to protect against fluctuations in, or
otherwise manage, interest rates.

                  "Investment" by any Person means any direct or indirect loan
(other than advances to customers in the ordinary course of business), advance
or other extension of credit or capital contribution (by means of transfers of
cash or other Property to others or payments for Property or services for the
account or use of others, or otherwise) to, or Incurrence of a Guarantee of any
obligation of, or purchase or acquisition of Capital Stock, bonds, notes,
debentures or other securities or evidence of Debt issued by, any other Person.
For purposes of Sections 4.10 and 4.16 and the definition of "Restricted
Payment," the term "Investment" shall include the portion (proportionate to the
Company's equity interest in such Subsidiary) of the Fair Market Value of the
net assets of any Subsidiary of the Company at the time that such Subsidiary is
designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall
be deemed to continue to have a permanent "Investment" in an Unrestricted
Subsidiary of an amount (if positive) equal to:

                  (1)      the Company's "Investment" in such Subsidiary at the
time of such redesignation, less

                                       13

                  (2)      the portion (proportionate to the Company's equity
interest in such Subsidiary) of the Fair Market Value of the net assets of such
Subsidiary at the time of such redesignation.

In determining the amount of any Investment made by transfer of any Property
other than cash, such Property shall be valued at its Fair Market Value at the
time of such Investment. Investment shall not include endorsements of negotiable
instruments and documents in the ordinary course of business and the acquisition
of assets (other than stock or other securities) by the Company or a Restricted
Subsidiary for consideration.

                  "Investment Grade Rating" means a rating equal to or higher
than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P.

                  "Issue Date" means the date on which the Initial Notes are
initially issued.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions in the City of New York, the city in which the Corporate
Trust Office of the Trustee is located, 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.

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

                  "Lien" means, with respect to any Property of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such Property (including any Capital
Lease Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing).

                  "Moody's" means Moody's Investors Service, Inc. or any
successor to the rating agency business thereof.

                  "Mortgage" means a first priority mortgage or first priority
deed of trust on improved real property.

                  "Net Available Cash" from any Asset Sale means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only as and when received, but excluding any other consideration received in
the form of assumption by the acquiring Person of Debt or other obligations
relating to the Property that is the subject of such Asset Sale or received in
any other non-cash form), in each case net of:

                  (1)      all legal, title and recording expenses, commissions
and other fees and expenses incurred, and all federal, state, provincial,
foreign and local taxes required to be accrued as a liability under GAAP, as a
consequence of such Asset Sale,

                  (2)      all payments made on any Debt that is secured by any
Property subject to such Asset Sale, in accordance with the terms of any Lien
upon or other security agreement of any kind with respect to such Property, or
which must by its terms, or in order to obtain a necessary consent to such Asset
Sale, or by applicable law, be repaid out of the proceeds from such Asset Sale,
and all payments made with respect to liabilities associated with the assets
which are the subject of the Asset Sale, including, without limitation, trade
payables and other accrued liabilities,

                  (3)      all distributions and other payments required to be
made to minority interest holders in Subsidiaries or joint ventures as a result
of such Asset Sale, and

                                       14

                  (4) the deduction of appropriate amounts provided by the
seller as a reserve, in accordance with GAAP, against any liabilities associated
with the Property disposed in such Asset Sale and retained by the Company or any
Restricted Subsidiary after such Asset Sale;

                  "Non-Recourse Debt" means Debt:

                  (1) as to which neither the Company nor any Restricted
Subsidiary (a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Debt), (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 thereof may have to take enforcement action against an
Unrestricted Subsidiary) would permit upon notice, lapse of time or both any
holder of any other Debt (other than the Notes) of the Company or any Restricted
Subsidiary to declare a default on such other Debt or cause the payment thereof
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
Restricted Subsidiary.

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

                  "Notes" means the Initial Notes, the Exchange Notes and any
Additional Notes issued hereunder in accordance with Section 2.03(f).

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

                  "Offering Memorandum" means the Offering Memorandum dated July
25, 2002 relating to the Notes.

                  "Officer" means the Chief Executive Officer, the President,
the Chief Financial Officer or any Vice President of the Company.

                  "Officer's Certificate" means a certificate signed by any of
the chief executive officer, chief operating officer or chief financial officer
of the Company, and delivered to the Trustee.

                  "Opinion of Counsel" means, with respect to any Person, a
written opinion from legal counsel who is acceptable to the Trustee. The counsel
may be an employee of or counsel to such Person.

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

                  "Permitted Business" means any business that is related,
ancillary or complementary to, or a reasonable extension, development or
expansion of, the businesses of the Company and the Restricted Subsidiaries,
taken as a whole, on the Issue Date.

                  "Permitted Holders" means (i) All Life Foundation, John C.
Dempsey Trust, Naomi A. Coyle Trust, Michael H. Dempsey, Michael H. Dempsey
Living Trust, Naomi C. Dempsey Charitable Lead Annuity Trust, Naomi C. Dempsey,
Naomi C. Dempsey Living Trust, Patricia M. Dempsey, Patricia M. Dempsey Living
Trust, Judith D. Hook, Judith D. Hook Living Trust, Mary T. McAlpin, Mary T.
McAlpin Living Trust, Mary T. McAlpin Charitable Remainder Annuity Trust, John
McNamara, Virginia D. Ragan and Virginia D. Ragan Living Trust; ((2) the
spouses, heirs, legatees, descendants and blood relatives to the third degree of
consanguinity of any person in clause (1); (3) the executors and administrators
of the estate of any such person, and any court appointed guardian of any person
in clause (1) or (2); (4) any trust, family partnership or similar investment
entity for the benefit of any such person referred to in the foregoing clause
(1) or (2) or any persons (including for charitable purposes), so long

                                       15

as one or more members of the group consisting of the Permitted Holders have the
exclusive or a joint right to control the voting and disposition of securities
held by such trust, family partnership or other investment entity; and (5) any
employee or retiree benefit plan sponsored by the Company.

                  "Permitted Investment" means any Investment by the Company or
a Restricted Subsidiary in:

                  (1)      the Company (including any investment in the Notes,
any Restricted Subsidiary or any Person that will, upon the making of such
Investment, become a Restricted Subsidiary, provided that the primary business
of such Restricted Subsidiary is a Permitted Business;

                  (2)      any Person if as a result of such Investment such
Person is merged or consolidated with or into, or transfers or conveys all or
substantially all its Property to, the Company or a Restricted Subsidiary,
provided that such Person's primary business is a Permitted Business;

                  (3)      cash and Cash Equivalents;

                  (4)      receivables owing to the Company or a Restricted
Subsidiary, if created or acquired in the ordinary course of business and
Investments by a Restricted Subsidiary in the Company or another Restricted
Subsidiary;

                  (5)      payroll, travel, relocation and similar advances to
cover matters that are expected at the time of such advances ultimately to be
treated as expenses for accounting purposes and that are made in the ordinary
course of business;

                  (6)      loans and advances to employees made in the ordinary
course of business consistent with past practices of the Company or such
Restricted Subsidiary;

                  (7)      stock, obligations or other securities received in
settlement of debts created in the ordinary course of business and owing to the
Company or a Restricted Subsidiary, whether pursuant to a plan of reorganization
or otherwise, or in satisfaction of judgments;

                  (8)      any Person to the extent such Investment represents
the non-cash portion of the consideration received in connection with an Asset
Sale consummated in compliance with Error! Reference source not found.;

                  (9)      other Investments made for Fair Market Value that do
not exceed $35.0 million outstanding at any one time in the aggregate;

                  (10)     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 receivables; and

                  (11)     any Investment made in a Special Purpose Vehicle in
connection with a Qualified Securitization Transaction or to provide adequate
capital to a Special Purpose Vehicle in anticipation of one or more Qualified
Securitization Transactions.

                  "Permitted Junior Securities" means:

                  (1)      Capital Stock in the Company or any Subsidiary
Guarantor; or

                  (2)      debt securities that are subordinated to all Senior
Debt and debt securities issued in exchange for Senior Debt to substantially the
same extent as, or to a greater extent than, the Notes and the Subsidiary
Guaranties are subordinated to Senior Debt under this Indenture and have a
Stated Maturity after (and do not provide for scheduled principal payments prior
to) the Stated Maturity of any Senior Debt and any debt securities issued in
exchange for Senior Debt;

                                       16

provided, however, that, if such Capital Stock or debt securities are
distributed in a bankruptcy or insolvency proceeding of the Company or any
Subsidiary Guarantor, such Capital Stock or debt securities are distributed
pursuant to a plan of reorganization consented to by each class of Designated
Senior Debt.

                  "Permitted Liens" means:

                  (1)      Liens to secure Debt and other obligations permitted
to be Incurred under Section 4.9(b)(ii);

                  (2)      Liens to secure Debt permitted to be Incurred Section
4.9(b)(ii)(2) provided that any such Lien may not extend to any Property of the
Company or any Restricted Subsidiary, other than the Property acquired,
constructed or leased with the proceeds of such Debt and any improvements or
accessions to such Property;

                  (3)      Liens for taxes, assessments or governmental charges
or levies on the Property of the Company or any Restricted Subsidiary if the
same shall not at the time be delinquent or thereafter can be paid without
penalty, or are being contested in good faith and by appropriate proceedings
promptly instituted and diligently concluded, provided that any reserve or other
appropriate provision that shall be required in conformity with GAAP shall have
been made therefor;

                  (4)      Liens imposed by law, such as carriers',
warehousemen's, workmen's, landlord's, repairmen's, operator's and mechanics'
Liens and other similar Liens, on the Property of the Company or any Restricted
Subsidiary arising in the ordinary course of business and securing payment of
obligations that are not more than 60 days past due or are being contested in
good faith and by appropriate proceedings;

                  (5)      Liens on the Property of the Company or any
Restricted Subsidiary Incurred in the ordinary course of business to secure
performance of obligations with respect to statutory or regulatory requirements
or performance or return-of-money bonds, surety or appeal bonds or other
obligations of a like nature and government contracts and Incurred in a manner
not inconsistent with industry practice, in each case which are not Incurred in
connection with the borrowing of money, the obtaining of advances or credit or
the payment of the deferred purchase price of Property and which do not in the
aggregate impair in any material respect the use of Property in the operation of
the business of the Company and the Restricted Subsidiaries taken as a whole;

                  (6)      Liens on Property at the time the Company or any
Restricted Subsidiary acquired such Property, including any acquisition by means
of a merger or consolidation with or into the Company or any Restricted
Subsidiary; provided, however, that any such Lien may not extend to any other
Property of the Company or any Restricted Subsidiary; provided further, however,
that such Liens shall not have been Incurred in anticipation of or in connection
with the transaction or series of transactions pursuant to which such Property
was acquired by the Company or any Restricted Subsidiary;

                  (7)      Liens on the Property of a Person at the time such
Person becomes a Restricted Subsidiary; provided, however, that any such Lien
may not extend to any other Property of the Company or any other Restricted
Subsidiary that is not a direct Subsidiary of such Person; provided further,
however, that any such Lien was not Incurred in anticipation of or in connection
with the transaction or series of transactions pursuant to which such Person
became a Restricted Subsidiary;

                  (8)      pledges or deposits by the Company or any Restricted
Subsidiary under workmen's compensation laws, unemployment insurance laws,
social security laws or similar legislation, or good faith deposits in
connection with bids, tenders, contracts (other than for the payment of Debt) or
leases to which the Company or any Restricted Subsidiary is party, or deposits
to secure public or statutory or regulatory or contractual or warranty
obligations of the Company, or deposits for the payment of rent, in each case
Incurred in the ordinary course of business;

                  (9)      utility easements, building restrictions and such
other encumbrances or charges against real Property as are of a nature generally
existing with respect to properties of a similar character, and easements,

                                       17

rights-of-way, municipal and zoning ordinances and similar charges,
encumbrances, title defects or other irregularities that do not materially
interfere with the ordinary course of business of the Company or of any of its
Restricted Subsidiaries;

                  (10)     financing statements under the Uniform Commercial
Code (or equivalent statute or statues) of any jurisdiction which reflects
ownership by a third party of property leased to that Person or any of its
Restricted Subsidiaries under a lease that is not in the nature of a conditional
sale or title retention agreement or accounts, general intangibles or chattel
paper sold to that Person;

                  (11)     Liens existing on the Issue Date not otherwise
described in clauses (1) through (19) herein;

                  (12)     Liens on the Property of the Company or any
Restricted Subsidiary to secure any Refinancing, in whole or in part, of any
Debt secured by Liens referred to in clauses (1),(2), (6),(7) or (10) above;
provided, however, that any such Lien shall be limited to all or part of the
same Property that secured the original Lien (together with improvements and
accessions to such Property), and the aggregate principal amount of Debt that is
secured by such Lien shall not be increased to an amount greater than the sum
of:

                           (a) the outstanding principal amount, or, if greater,
         the committed amount, of the Debt secured by Liens described under
         clauses (2), (6), (7) or (10) above, as the case may be, at the time
         the original Lien became a Permitted Lien under this Indenture, and

                           (b) an amount necessary to pay any fees and expenses,
         including premiums and defeasance costs, incurred by the Company or
         such Restricted Subsidiary in connection with such Refinancing;

                  (13)     Liens arising from the rendering of a final judgment
or order against the Company or any Restricted Subsidiary of the Company that
does not give rise to an Event of Default;

                  (14)     Liens securing reimbursement obligations with respect
to letters of credit incurred in accordance with the indenture that encumber
documents and other property relating to such letters of credit and the products
and proceeds thereof;

                  (15)     Liens in favor of custom and revenue authorities
arising as a matter of law to secure payment of nondelinquent customers duties
in connection with the importation of goods;

                  (16)     Liens arising out of consignment or similar
arrangements for the sale of goods entered into by the Company or any Restricted
Subsidiary in the ordinary course of business;

                  (17)     Liens granted in connection with a Qualified
Securitization Transaction;

                  (18)     Liens on the outstanding Capital Stock or assets of
Foreign Restricted Subsidiaries to secure any intercompany notes issued by a
Foreign Restricted Subsidiary to the Company evidencing a loan by the Company to
such Foreign Restricted Subsidiary of proceeds from the Senior Credit Facilities
and to secure any guarantee of such intercompany notes by a Foreign Restricted
Subsidiary;

                  (19)     Liens in favor of the Trustee for the benefit of the
Trustee or Holders of the Notes; and

                  (20)     Liens not otherwise permitted by clauses (1) through
(19) above encumbering Property having an aggregate Fair Market Value not in
excess of 5.0% of Consolidated Net Tangible Assets, as determined based on the
consolidated balance sheet of the Company as of the end of the most recent
fiscal quarter ending at least 45 days prior to the date any such Lien shall be
Incurred.

                  "Permitted Refinancing Debt" means any Debt that Refinances
any other Debt, including any successive Refinancings, so long as:

                                       18

                  (1)      such Debt is in an aggregate principal amount (or if
Incurred with original issue discount, an aggregate issue price) not in excess
of the sum of:

                           (a)      the aggregate principal amount (or if
         Incurred with original issue discount, the aggregate accreted value)
         then outstanding of the Debt being Refinanced, and

                           (b)      an amount necessary to pay any fees and
         expenses, including premiums and defeasance costs, related to such
         Refinancing,

                  (2)      the Average Life of such Debt is equal to or greater
than the Average Life of the Debt being Refinanced,

                  (3)      the Stated Maturity of such Debt is no earlier than
the Stated Maturity of the Debt being Refinanced, and

                  (4)      the new Debt shall not be senior in right of payment
to the Debt that is being Refinanced;

provided, however, that Permitted Refinancing Debt shall not include:

                  (A)      Debt of a Restricted Subsidiary that is not a
Subsidiary Guarantor that Refinances Debt of the Company or a Subsidiary
Guarantor, or

                  (B)      Debt of the Company or a Restricted Subsidiary that
Refinances Debt of an Unrestricted Subsidiary.

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

                  "Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
the payment of dividends, or as to the distribution of assets upon any voluntary
or involuntary liquidation or dissolution of such Person, over shares of any
other class of Capital Stock issued by such Person.

                  "Preferred Stock Dividends" means all dividends with respect
to Preferred Stock of Restricted Subsidiaries held by Persons other than the
Company or a Wholly Owned Restricted Subsidiary. The amount of any such dividend
shall be equal to the quotient of such dividend divided by the difference
between one and the maximum statutory federal income rate (expressed as a
decimal number between 1 and 0) then applicable to the issuer of such Preferred
Stock.

                  "Private Placement Legend" means the legend set forth in
Error! Reference source not found. to be placed on all Notes issued under this
Indenture except as otherwise permitted by the provisions of this Indenture.

                  "pro forma" means, with respect to any calculation made or
required to be made pursuant to the terms of this Indenture, a calculation
performed in accordance with Article 11 of Regulation S-X promulgated under the
Securities Act, as interpreted in good faith by the Company after consultation
with the independent certified public accountants of the Company, or otherwise a
calculation made in good faith by the Company after consultation with the
independent certified public accountants of the Company, as the case may be.

                  "Property" means, with respect to any Person, any interest of
such Person in any kind of property or asset, whether real, personal or mixed,
or tangible or intangible, including Capital Stock in, and other securities of,
any other Person. For purposes of any calculation required pursuant to this
Indenture, the value of any Property shall be its Fair Market Value.

                                       19

                  "Public Equity Offering" means an underwritten public offering
of common stock of the Company pursuant to an effective registration statement
under the Securities Act.

                  "Purchase Money Debt" means Debt:

                  (1)      consisting of the deferred purchase price of
property, conditional sale obligations, obligations under any title retention
agreement, other purchase money obligations and obligations in respect of
industrial revenue bonds, in each case where the maturity of such Debt does not
exceed the anticipated useful life of the Property being financed, and

                  (2)      Incurred to finance the acquisition, construction or
lease by the Company or a Restricted Subsidiary of such Property, including
additions and improvements thereto;

provided, however, that such Debt is Incurred within 180 days after the
acquisition, construction or lease of such Property by the Company or such
Restricted Subsidiary.

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

                  "Qualified Securitization Transaction" means any transaction
or series of transactions that may be entered into by the Company or any of the
Restricted Subsidiaries of the Company in connection with or reasonably related
to a transaction or series of transactions in which the Company or any of the
Restricted Subsidiaries of the Company may sell, convey or otherwise transfer to
(1) a Special Purpose Vehicle or (2) any other Person, or may grant a security
interest in, any equipment and related assets (including contract rights) or
Receivables or interests therein secured by goods or services financed thereby
(whether such Receivables are then existing or arising in the future) of the
Company or any of the Restricted Subsidiaries of the Company, and any assets
relating thereto including, without limitation, all security or ownership
interests in goods or services financed thereby, the proceeds of such
Receivables, and other assets which are customarily sold or in respect of which
security interests are customarily granted in connection with securitization
transactions involving such assets, as any agreement or instrument governing any
such transactions may be renewed, Refinanced, amended, restated or modified from
time to time.

                  "Receivables" means any right of payment from or on behalf of
any obligor, whether constituting an account, chattel paper, instrument, general
intangible or otherwise, arising from the financing by the Company or any
Restricted Subsidiary of the Company of goods or services, and monies due
thereunder, security or ownership interests in the goods and services financed
thereby, records relating thereto, and the right to payment of any interest or
finance charges and other obligations with respect thereto, proceeds from claims
on insurance policies related thereto, any other proceeds related thereto, and
other related rights.

                  "Rating Agencies" means Moody's and S&P.

                  "Reference Treasury Dealer" means Salomon Smith Barney Inc.,
Deutsche Bank Securities Inc. and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another Primary Treasury Dealer.

                  "Reference Treasury Dealer Quotation" means, with respect to
each the Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and ask prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.

                  "Refinance" means, in respect of any Debt, to refinance,
extend, renew, refund, or Repay, or to issue other Debt, in exchange or
replacement for, such Debt. "Refinanced" and "Refinancing" shall have
correlative meanings.

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

                                       20

                  "Registration Rights Agreement" means the Registration Rights
Agreement dated July 31, 2002, among the Company, the Subsidiary Guarantors and
the Initial Purchasers, 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 between the Company 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 the global Note in the form
of Exhibit A hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with 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 Notes sold in reliance on Rule 903 of Regulation S.

                  "Repay" means, in respect of any Debt, to repay, prepay,
repurchase, redeem, legally defease or otherwise retire such Debt. "Repayment"
and "Repaid" shall have correlative meanings. For purposes of Error! Reference
source not found. and the definition of "Consolidated Interest Coverage Ratio,"
Debt shall be considered to have been Repaid only to the extent the related loan
commitment, if any, shall have been permanently reduced in connection therewith.

                  "Representative" means the trustee, agent or representative
expressly authorized to act in such capacity, if any, for an issue of Senior
Debt.

                  "Responsible Officer," when used with respect to the Trustee,
means any officer within the Corporate Trust Department of the Trustee (or any
successor group of the Trustee) located at the Corporate Trust Office of the
Trustee who has direct responsibility for the administration of this Indenture
and, for the purposes of Section 7.01(c)(ii) and 7.05, also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

                  "Restricted Definitive Note" means one or more Definitive
Notes bearing the Private Placement Legend.

                  "Restricted Global Notes" means the 144A Global Note and the
Regulation S Global Note.

                  "Restricted Payment" means:

                  (1)      any dividend or distribution (whether made in cash,
securities or other Property) declared or paid on or with respect to any shares
of Capital Stock of the Company or any Restricted Subsidiary (including any
payment in connection with any merger or consolidation with or into the Company
or any Restricted Subsidiary), except for any dividend or distribution that is
made solely to the Company or a Restricted Subsidiary (and, if a Restricted
Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other
stockholders of such Restricted Subsidiary on a pro rata basis or on a basis
that results in the receipt by the Company or a Restricted Subsidiary of
dividends or distributions of greater value than it would receive on a pro rata
basis) or any dividend or distribution payable solely in shares of Capital Stock
(other than Disqualified Stock) of the Company;

                  (2)      the purchase, repurchase, redemption, acquisition or
retirement for value of any Capital Stock of the Company or any Restricted
Subsidiary (other than from the Company or a Restricted Subsidiary) or any
securities exchangeable for or convertible into any such Capital Stock,
including the exercise of any option to exchange any Capital Stock (other than
for or into Capital Stock of the Company that is not Disqualified Stock);

                  (3)      the purchase, repurchase, redemption, acquisition or
retirement for value, prior to the date for any scheduled maturity, sinking fund
or amortization or other installment payment, of any Subordinated Obligation
(other than the purchase, repurchase or other acquisition of any Subordinated
Obligation purchased in anticipation of satisfying a scheduled maturity, sinking
fund or amortization or other installment obligation, in each case due within
one year of the date of acquisition); or

                                       21

                  (4)      any Investment (other than Permitted Investments) by
the Company or any Restricted Subsidiary in any Person.

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

                  "Restricted Subsidiary" means any Subsidiary of the Company
other than 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 Services or any
successor to the rating agency business thereof.

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

                  "Senior Credit Facility" means the Senior Secured Credit
Facility, dated as of March 2, 2001, among the Company and Greif Spain Holdings,
S.L. and a syndicate of lenders, and Merrill Lynch & Co. and KeyBank National
Association as co-agents, including any related notes, collateral documents,
letters of credit and documentation and Guarantees and any appendices, exhibits
or schedules to any of the preceding, as any or all of such agreements may be in
effect from time to time, in each case, as any or all of such agreements (or any
other agreement that renews, refunds, refinances, restructures, replaces, repays
or extends any or all of such agreements or any of the foregoing other
agreements) may be amended, restated, modified or supplemented from time to
time, or renewed, refunded, refinanced, restructured, replaced, repaid or
extended from time to time, whether with the original agents and lenders or
other agents and lenders or otherwise, and whether provided under the original
credit agreement or one or more other credit agreements or otherwise.

                  "Senior Debt" of the Company means:

                  (1)      all obligations consisting of the principal, premium,
         if any, and accrued and unpaid interest (including interest accruing on
         or after the filing of any petition in bankruptcy or for reorganization
         relating to the Company whether or not post-filing interest is allowed
         in such proceeding) in respect of:

                           (a)      Debt of the Company for borrowed money, and

                           (b)      Debt of the Company evidenced by notes,
                  debentures, bonds or other similar instruments permitted under
                  this Indenture for the payment of which the Company is
                  responsible or liable;

                  (2)      all Capital Lease Obligations of the Company and all
         Attributable Debt in respect of sale and leaseback transactions entered
         into by the Company;

                  (3)      all obligations of the Company

                           (a)      for the reimbursement of any obligor on any
         letter of credit, bankers' acceptance or similar credit transaction,

                           (b)      under Hedging Obligations, or

                                       22

                           (c) issued or assumed as the deferred purchase price
                  of Property and all conditional sale obligations of the
                  Company and all obligations under any title retention
                  agreement permitted under this Indenture; and

                  (4)      all obligations of other Persons of the type referred

         to in clauses (1), (2) and (3) for the payment of which the Company is
         responsible or liable as Guarantor;

         provided, however, that Senior Debt shall not include:

                           (i)      Debt of the Company that is by its terms
         subordinate or pari passu in right of payment to the Notes, including
         any Senior Subordinated Debt or any Subordinate Obligations;

                           (ii)     any Debt Incurred in violation of the
         provisions of this Indenture;

                           (iii)    accounts payable or any other obligations of
                  the Company to trade creditors created or assumed by the
                  Company in the ordinary course of business in connection with
                  obtaining of materials or services (including Guarantees
                  thereof or instruments evidencing such liabilities);

                           (iv)     any liability for federal, state, local or
         other taxes owed or owing by the Company;

                           (v)      any obligation of the Company to any
         Subsidiary; or

                           (vi)     any obligations with respect to any Capital
         Stock of the Company.

                  "Senior Debt" of any Subsidiary Guarantor has a correlative
         meaning.

                  "Senior Subordinated Debt" of the Company means the Notes and
any other subordinated Debt of the Company that specifically provides that such
Debt is to rank pari passu with the Notes and is not subordinated by its terms
to any other subordinated Debt or other obligation of the Company which is not
Senior Debt. "Senior Subordinated Debt" of any Subsidiary Guarantor has a
correlative meaning.

                  "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" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission.

                  "Special Interest" has the meaning set forth in Section 4 of
the Registration Rights Agreement.

                  "Special Purpose Vehicle" means a bankruptcy-remote entity or
trust or other special purpose entity which is formed by the Company, any
Subsidiary of the Company or any other Person for the purpose of, and engages in
no material business other than in connection with a Qualified Securitization
Transaction or other similar transactions of Receivables or other similar or
related assets.

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

                  "Subordinated Obligation" means any Debt of the Company or any
Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter
Incurred) that is subordinate or junior in right of payment to the Notes or any
applicable Subsidiary Guaranty pursuant to a written agreement to that effect.

                                       23

                  "Subsidiary" means, in respect of any Person, any corporation,
company (including any limited liability company), association, partnership,
joint venture or other business entity of which a majority of the total voting
power of the Voting Stock is at the time owned or controlled, directly or
indirectly, by:

                  (1)      such Person,

                  (2)      such Person and one or more Subsidiaries of such
Person, or

                  (3)      one or more Subsidiaries of such Person.

Not withstanding the foregoing, CorrChoice shall not be deemed a Subsidiary
unless and until its financial results are required to be considered with the
Company's financial results under GAAP.

                  "Subsidiary Guarantor" means each Domestic Restricted
Subsidiary and Soterra and any other Person that becomes a Subsidiary Guarantor
pursuant to Section 4.18 or who otherwise executes and delivers a supplemental
indenture providing for a Subsidiary Guaranty to the Trustee.

                  "Subsidiary Guaranty" means a Guarantee on the terms set forth
in this Indenture by a Subsidiary Guarantor of the Company's Obligations with
respect to the Notes.

                  "Surviving Person" means the surviving Person formed by a
merger, consolidation or amalgamation and, for purposes of Error! Reference
source not found., a Person to whom all or substantially all the Property of the
Company or a Subsidiary Guarantor is sold, transferred, assigned, leased,
conveyed or otherwise disposed.

                  "TIA" means the Trust Indenture Act of 1939, as amended.

                  "Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the yield to maturity of the Comparable Treasury
Issue, compounded semi-annually, assuming a price for such Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.

                  "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

                  "Unrestricted Definitive Notes" means one or more Definitive
Notes that do not and are not required to bear the Private Placement Legend.

                  "Unrestricted Global Notes" means one or more Global Notes, in
the form of Exhibit A attached hereto, that do not and are not required to bear
the Private Placement Legend and are deposited with and registered in the name
of the Depositary or its nominee.

                                       24

                  "Unrestricted Subsidiary" means Soterra LLC and any other
Subsidiary of the Company (or any successor to any of them) that is designated
by the Company's Board of Directors as an Unrestricted Subsidiary pursuant to a
board resolution, but only to the extent that such Subsidiary (including
Soterra):

                  (1)      has no Debt other than Non-Recourse Debt (it being
         understood that, in the case of Soterra, the guarantee by Soterra of
         the Notes and the Senior Credit Facility shall be deemed to constitute
         the Incurrence by Soterra of Debt that is Non-Recourse Debt);

                  (2)      is not party to any agreement, contract, arrangement
         or understanding with the Company or any Restricted Subsidiary 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 Restricted Subsidiary has any direct or indirect obligation (a)
         to subscribe for additional Equity Interests from such Person or (b) to
         maintain or preserve such Person's financial condition or to cause such
         Person to achieve any specified levels of operating results;

                  (4)      does not guarantee or otherwise directly or
         indirectly provide credit support for any Indebtedness of the Company
         or any Restricted Subsidiary, excluding the Notes; and

                  (5)      has at least one director on its Board of Directors
         that is not a director or executive officer of the Company or any
         Restricted Subsidiary and has at least one executive officer that is
         not a director or executive officer of the Company or any Restricted
         Subsidiary.

         Notwithstanding the foregoing, Soterra shall only be required to comply
with clauses (1) and (3) above to be deemed an Unrestricted Subsidiary and
CorrChoice, if it becomes a Subsidiary, shall only be required to comply with
clauses (1), (3), (4) and (5) to be deemed an Unrestricted Subsidiary.

         Any designation of a Subsidiary as an Unrestricted Subsidiary shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the
Board Resolution giving effect to such designation and Officer's Certificate
certifying that such designation complied with the preceding conditions and was
permitted by Section 4.10. 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 Debt of such Subsidiary will be deemed to be incurred by a Restricted
Subsidiary as of such date and, if such Indebtedness is not permitted to be
Incurred as of such date under Section 4.09, the Company will be in default of
such Section. The Company's Board of Directors 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 Debt by one of the Company's
Restricted Subsidiaries of any outstanding Debt of such Unrestricted Subsidiary
and such designation will only be permitted if (a) such Debt is permitted under
Section 4.09, calculated on a pro forma basis as if such designation had
occurred at the beginning of the four-quarter reference period; (b) no Default
or Event of Default would be in existence following such designation; and (c) if
such Subsidiary is a Domestic Subsidiary, such Subsidiary executes and delivers
to the Trustee a supplemental indenture providing for a Subsidiary Guarantee.

                  "U.S. Dollar Equivalent" means, with respect to any monetary
amount in a currency other than the U.S. dollar, at or as of any time for the
determination thereof, the amount of U.S. dollars obtained by converting such
foreign currency involved in such computation into U.S. dollars at the spot rate
for the purchase of U.S. dollars with the applicable foreign currency as quoted
by Reuters (or, if Reuters ceases to provide such spot quotations, by any other
reputable service as is providing such spot quotations, as selected by the
Company) at approximately 11:00 a.m. (New York City time) on a day not more than
two Business Days prior to such determination.

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

                                       25

                  "U.S. Person" has the meaning set forth in Regulation S.

                  "Voting Stock" of any Person means all classes of Capital
Stock or other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.

                  "Wholly Owned Restricted Subsidiary" means, at any time, a
Restricted Subsidiary all the Voting Stock of which (except directors'
qualifying shares) is at such time owned, directly or indirectly, by the Company
and its other Wholly Owned Subsidiaries.

         Section 1.02. Other Definitions.

                                                                      Defined in
                  Term                                                 Section
                  ----                                                 -------
                  "Affiliate Transaction" .............................  4.15
                  "Allocable Excess Proceeds" .........................  4.13
                  "Authentication Order" ..............................  2.03
                  "Benefited Party" ................................... 10.01
                  "Change of Control Offer" ...........................  4.17
                  "Change of Control Purchase Price" ..................  4.17
                  "Company" ........................................ Preamble
                  "Covenant Defeasance" ...............................  8.03
                  "DTC" ...............................................  2.04
                  "Event of Default" ..................................  6.01
                  "Excess Proceeds" ...................................  4.13
                  "Legal Defeasance" ..................................  8.02
                  "losses" ............................................  7.07
                  "Original Notes" ....................................  2.01
                  "Paying Agent" ......................................  2.04
                  "Payment Blockage Notice" ........................... 11.03
                  "Payment Blockage Period" ........................... 11.03
                  "Permitted Debt" ....................................  4.09
                  "Prepayment Offer" ..................................  4.13
                  "Registrar" .........................................  2.04
                  "Security Register" .................................  2.04

         Section 1.03. Incorporation by Reference of Trust Indenture Act.

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

         (b) The following TIA terms used in this Indenture have the following
meanings:

                  "indenture securities" means the Notes and the Subsidiary
Guaranties;

                  "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 means the Company, the Subsidiary
Guarantors and any successor obligor upon the Notes or the Subsidiary
Guaranties.

                                       26

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

         Section 1.04. Rules of Construction.

         (a) Unless the context otherwise requires:

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

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

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

                           (iv)     all references in this instrument to
                  designated "Articles," "Sections" and other subdivisions are
                  to the designated Articles, Sections and subdivisions of this
                  instrument as originally executed;

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

                           (vi)     "including" means "including without
                  limitation";

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

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

                                    ARTICLE 2.

                                    THE NOTES

         Section 2.01. Amount of Securities.

         The aggregate principal amount of Notes which may be authenticated and
delivered under this Indenture shall be limited to $550.0 million. The terms of
the Initial Notes and any Additional Notes shall be identical in all respects
other than issue prices and issuance dates.

         Section 2.02. Form and Dating.

         (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of, and the Notes shall have the terms set
forth in, Exhibit A hereto, which is hereby incorporated in and expressly made
part of this Indenture. The Notes may have notations, legends or endorsements
required by law, stock exchange rule or usage. Each Note shall be dated the date
of its authentication. The Notes shall be in denominations of $1,000 and
integral multiples thereof. The terms and provisions contained in the Notes
shall constitute, and are hereby expressly made, a part of this Indenture, and
the Company 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) Form of Notes. The Notes shall be issued initially in global form
and shall be substantially in the form of Exhibit A attached hereto (including
the Global Note Legend thereon and the "Schedule of Exchanges of Interests in
the Global Note" attached thereto). Notes issued in definitive form shall be
substantially in the form of Exhibit A attached hereto (but without the Global
Note Legend thereon and without the "Schedule of Exchanges of Interests in

                                       27

the Global Note" attached thereto). Each Global Note shall represent such of the
outstanding Notes as shall be specified therein, and each shall provide that it
shall represent the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.07.

         (c) Book-Entry Provisions. This Section 2.02 (c) shall only apply to
Global Notes deposited with the Trustee, as custodian for the Depositary.
Participants and Indirect Participants shall have no rights under this Indenture
with respect to any Global Note held on their behalf by the Depositary or by the
Trustee as the custodian for the Depositary or under such Global Note, and the
Depositary shall be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Participants or
Indirect Participants, the Applicable Procedures or the operation of customary
practices of the Depositary governing the exercise of the rights of a holder of
a beneficial interest in any Global Note.

         Section 2.03. Execution and Authentication; Notes Issuable in Series.

         (a) Two Officers shall sign the Notes for the Company by manual or
facsimile signature.

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

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

         (d) The Trustee shall, upon a written order of the Company signed by an
Officer (an "Authentication Order"), authenticate Notes for original issue.

         (e) 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, the
Company or an Affiliate of the Company.

         (f) The Company may issue Additional Notes from time to time after the
issuance of the Initial Notes as part of the same series or as one or more
additional series in an aggregate principal amount not to exceed $300.0 million;
provided, however, that any Notes issued with original issue discount ("OID")
for federal income tax purposes shall not be issued as part of the same series
as any Notes that are issued with a different amount of OID or are not issued
with OID. All Notes of any one series shall be substantially identical except as
to denomination.

         (g) With respect to any Notes issued after the Issue Date (except for
Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, Initial Notes pursuant to Sections 2.07, 2.08, 2.10
or 3.06), there shall be established in or pursuant to a Board Resolution, and
subject to this Section 2.03, set forth, or determined in the manner provided in
an Officer's Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of such Notes:

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

                           (2) the aggregate principal amount of such Notes that
                  may be authenticated and delivered under this Indenture, which
                  shall be in an aggregate principal amount not to

                                       28

                           exceed $550.0 million (except for Notes authenticated
                           and delivered upon registration of transfer of, or in
                           exchange for, or in lieu of, other Notes of the same
                           series pursuant to Sections 2.07, 2.08, 2.10 or 3.06
                           and except for Notes which, pursuant to this Section
                           2.03, are deemed never to have been authenticated and
                           delivered hereunder);

                                    (3) the issue price and issuance date of
                           such Notes, including the date from which interest on
                           such Notes shall accrue; and

                                    (4) if applicable, that such Notes shall not
                           be issued in the form of Initial Notes subject to
                           Section 2.07, but shall be issued in the form of
                           Exchange Notes as set forth in Section 2.07.

                  If any of the terms of any series are established by action
taken pursuant to a resolution of the Board of Directors, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officer's Certificate or the trust indenture supplemental
hereto setting forth the terms of the series.

         Section 2.04. Registrar and Paying Agent.

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

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

         (c) 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 2.05. Paying Agent to Hold Money in Trust.

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

         Section 2.06. Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is
not the Registrar, the Company shall 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 or such
shorter

                                       29

time as the Trustee may allow, of the names and addresses of the Holders, and
the Company shall otherwise comply with TIA (S) 312(a).

         Section 2.07. 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 successor Depositary
or a nominee of such successor Depositary. Subject to the provisions of this
Section 2.07, all Global Notes will be exchanged by the Company for Definitive
Notes if (i) the Company delivers to the Trustee notice from the Depositary that
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 90 days after the
date of such notice from the Depositary; (ii) the Company in its sole discretion
at any time determines not to have all Notes represented by the Global Notes and
delivers a written notice to such effect to the Trustee; or (iii) an Event of
Default with respect to the Notes represented by such Global Notes shall have
occurred and be continuing, and the Trustee has received a request from the
Depositary to issue Definitive Notes in lieu of Global Notes. Upon the
occurrence of any of the preceding events in (i), (ii) or (iii) above,
Definitive Notes shall be issued in denominations of $1,000 or integral
multiples thereof and in such names as the Depositary shall instruct the
Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as
provided in Sections 2.08 and 2.11. A Global Note may not be exchanged for
another Note other than as provided in this Section 2.07(a); however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.07(b), (c) or (f).

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

                           (i)  Transfer of Beneficial Interests in the Same
                  Global Note. Beneficial interests in any Restricted Global
                  Note may be transferred to Persons who take delivery thereof
                  in the form of a beneficial interest in the same Restricted
                  Global Note in accordance with the transfer restrictions set
                  forth in the Private Placement Legend; provided, however, that
                  prior to the expiration of the Restricted Period, transfers of
                  beneficial interests in the Regulation S 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 2.07(b)(i).

                           (ii) All Other Transfers and Exchanges of Beneficial
                  Interests in Global Notes. In connection with all transfers
                  and exchanges of beneficial interests that are not subject to
                  Section 2.07(b)(i) above, the transferor of such beneficial
                  interest must deliver to the Registrar either (1)(A) 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
                  (B) instructions given in accordance with the Applicable
                  Procedures containing information regarding the Participant
                  account to be credited with such increase or (2)(A) 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 (B) 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
                  (2)(A) above. Upon consummation of a Registered Exchange Offer
                  by the Company in accordance with Section 2.07(f), the
                  requirements of this Section 2.07(b)(ii) shall be deemed to
                  have been satisfied upon receipt by the Registrar of the
                  instructions contained in the

                                       30

                  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 2.07(h).

                       (iii) 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 2.07(b)(ii) above
                  and the Registrar receives the following:

                                    (1) 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;

                                    (2) if the transferee will take delivery in
                           the form of a beneficial interest in the Regulation S
                           Global Note, then the transferor must deliver a
                           certificate in the form of Exhibit B hereto,
                           including the certifications in item (2) thereof; and

                                    (3) 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 and certificates and Opinion of
                           Counsel required by item (3) thereof, if applicable.

                        (iv) 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
                  2.07(b)(ii) above and:

                                    (1) such exchange or transfer is effected
                           pursuant to a Registered Exchange Offer in accordance
                           with the Registration Rights Agreement, and the
                           holder of the beneficial interest to be transferred,
                           in the case of an exchange, or the transferee, in the
                           case of a transfer, certifies in the applicable
                           Letter of Transmittal that it is not (A) a
                           broker-dealer, (B) a Person participating in the
                           distribution of the Exchange Notes or (C) a Person
                           who is an affiliate (as defined in Rule 144) of the
                           Company;

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

                                    (3) such transfer is effected by a
                           broker-dealer pursuant to the Exchange Offer
                           Registration Statement in accordance with the
                           Registration Rights Agreement; or

                                    (4) the Registrar receives the following:

                                             (A) 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

                                             (B) if the holder of such
                                    beneficial interest in a Restricted Global
                                    Note proposes to transfer such beneficial
                                    interest to a Person

                                       31

                                    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 clause (4),
                           if the Registrar or the Company so requests or if the
                           Applicable Procedures so require, an Opinion of
                           Counsel in form reasonably acceptable to the Company
                           to the effect that such exchange or transfer is in
                           compliance with the Securities Act and that the
                           restrictions on transfer contained herein and in the
                           Private Placement Legend are no longer required in
                           order to maintain compliance with the Securities Act.

                  If any such transfer is effected pursuant to clause (2) or (4)
                  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 2.03, 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 clause (2) or (4) above.

                         (v) Transfer or Exchange of Beneficial Interests in
                  Unrestricted Global Notes for Beneficial Interests in
                  Restricted Global Notes Prohibited. Beneficial interests in an
                  Unrestricted Global Note cannot be exchanged for, or
                  transferred to Persons who take delivery thereof in the form
                  of, a beneficial interest in a Restricted Global Note.

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

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

                                    (1) 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;

                                    (2) 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;

                                    (3) 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;

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

                                    (5) 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 clauses (2) through (4) above, a
                           certificate to the effect set forth in Exhibit B
                           hereto, including the certifications, certificates
                           and Opinion of Counsel required by item (3)(d)
                           thereof;

                                       32

                                    (6) 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

                                    (7) 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 2.07(h), 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 2.07(c)(i) 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 mail or
                  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 2.07(c)(i) shall bear the Private
                  Placement Legend and shall be subject to all restrictions on
                  transfer contained therein.

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

                                    (1) such exchange or transfer is effected
                           pursuant to a Registered Exchange Offer in accordance
                           with the Registration Rights Agreement, and the
                           holder of such beneficial interest, in the case of an
                           exchange, or the transferee, in the case of a
                           transfer, certifies in the applicable Letter of
                           Transmittal that it is not (A) a broker-dealer, (B) a
                           Person participating in the distribution of the
                           Exchange Notes or (C) a Person who is an affiliate
                           (as defined in Rule 144) of the Company;

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

                                    (3) such transfer is effected by a
                           broker-dealer pursuant to the Exchange Offer
                           Registration Statement in accordance with the
                           Registration Rights Agreement; or

                                    (4) the Registrar receives the following:

                                             (A) 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

                                             (B) 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;

                       (iii) and, in each such case set forth in this clause
                  (4), if the Registrar or the Company so requests or if the
                  Applicable Procedures so require, an Opinion of Counsel in
                  form reasonably acceptable to the Company to the effect that
                  such exchange or transfer is in compliance with the

                                       33

                  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.

                        (iv) 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
                  2.07(b)(ii), the Trustee shall cause the aggregate principal
                  amount of the applicable Global Note to be reduced accordingly
                  pursuant to Section 2.07(h), and the Company shall execute and
                  the Trustee shall authenticate and mail or 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
                  2.07(c)(iii) shall be registered in such name or names and in
                  such authorized denomination or denominations as the holder of
                  such beneficial interest shall instruct the Registrar through
                  instructions from the Depositary and the Participant or
                  Indirect Participant. The Trustee shall mail or 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 pursuant to this Section 2.07(c)(iii)
                  shall not bear the Private Placement Legend.

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

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

                                    (1) 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;

                                    (2) 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;

                                    (3) 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;

                                    (4) 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;

                                    (5) 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 clauses (2) through (4) above, a
                           certificate to the effect set forth in Exhibit B
                           hereto, including the certifications, certificates
                           and Opinion of Counsel required by item (3)(d)
                           thereof;

                                    (6) 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

                                       34

                                    (7) 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 shall cancel the Restricted Definitive Note,
                  increase or cause to be increased the aggregate principal
                  amount of, in the case of clause (1) above, the appropriate
                  Restricted Global Note, in the case of clause (2) above, the
                  144A Global Note, in the case of clause (3) above, the
                  Regulation S Global Note, and in all other cases, the IAI
                  Global Note.

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

                                    (1) such exchange or transfer is effected
                           pursuant to a Registered Exchange Offer in accordance
                           with the Registration Rights Agreement, and the
                           Holder, in the case of an exchange, or the
                           transferee, in the case of a transfer, certifies in
                           the applicable Letter of Transmittal that it is not
                           (A) a broker-dealer, (B) a Person participating in
                           the distribution of the Exchange Notes or (C) a
                           Person who is an affiliate (as defined in Rule 144)
                           of the Company;

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

                                    (3) such transfer is effected by a
                           broker-dealer pursuant to the Exchange Offer
                           Registration Statement in accordance with the
                           Registration Rights Agreement; or

                                    (4) the Registrar receives the following:

                                             (A) 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

                                             (B) 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 clause (4), if the
                  Registrar or the Company so requests or if the Applicable
                  Procedures so require, an Opinion of Counsel in form
                  reasonably acceptable to the Company to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  Upon satisfaction of the conditions of any of the clauses in
                  this Section 2.07(d)(ii), the Trustee shall cancel the
                  Definitive Notes and increase or cause to be increased the
                  aggregate principal amount of the Unrestricted Global Note.

                       (iii) Unrestricted Definitive Notes to Beneficial
                  Interests in Unrestricted Global Notes. A Holder of an
                  Unrestricted Definitive Note may exchange such Note for a
                  beneficial interest in an Unrestricted Global Note or transfer
                  such Unrestricted Definitive Note to a Person who takes
                  delivery thereof in the form of a beneficial interest in an
                  Unrestricted Global Note at any time. Upon receipt of a
                  request for such an exchange or transfer, the Trustee shall
                  cancel the applicable

                                       35

                  Unrestricted Definitive Note and increase or cause to be
                  increased the aggregate principal amount of one of the
                  Unrestricted Global Notes.

                        (iv) Transfer or Exchange of Unrestricted Definitive
                  Notes to Beneficial Interests in Restricted Global Notes
                  Prohibited. An Unrestricted Definitive Note cannot be
                  exchanged for, or transferred to Persons who take delivery
                  thereof in the form of, beneficial interests in a Restricted
                  Global Note.

                        (v)  Issuance of Unrestricted Global Notes. If any such
                  exchange or transfer from a Definitive Note to a beneficial
                  interest is effected pursuant to clauses (ii)(2), (ii)(4) or
                  (iii) of this Section 2.07(d) at a time when an Unrestricted
                  Global Note has not yet been issued, the Company shall issue
                  and, upon receipt of an Authentication Order in accordance
                  with Section 2.03, the Trustee shall authenticate one or more
                  Unrestricted Global Notes in an aggregate principal amount
                  equal to the principal amount of Definitive Notes so
                  transferred.

         (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.07(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.07(e).

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

                                    (1) 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;

                                    (2) 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

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

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

                                    (1) such exchange or transfer is effected
                           pursuant to a Registered Exchange Offer in accordance
                           with the Registration Rights Agreement, and the
                           Holder, in the case of an exchange, or the
                           transferee, in the case of a transfer, certifies in
                           the applicable Letter of Transmittal that it is not
                           (A) a broker-dealer, (B) a Person participating in
                           the distribution of the Exchange Notes or (C) a
                           Person who is an affiliate (as defined in Rule 144)
                           of the Company;

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

                                       36

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

                                    (4) the Registrar receives the following:

                                             (A) 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

                                             (B) 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;

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

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

         (f) Registered Exchange Offer. Upon the occurrence of a Registered
Exchange Offer in accordance with the relevant Registration Rights Agreement,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.03, the Trustee shall authenticate (i) 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
tendered for acceptance by Persons that certify in the applicable Letters of
Transmittal that (1) they are not broker-dealers, (2) they are not participating
in a distribution of the Exchange Notes and (3) they are not affiliates (as
defined in Rule 144) of the Company, and accepted for exchange in the Registered
Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal
amount equal to the principal amount of the Restricted Definitive Notes tendered
for acceptance by Persons who made the foregoing certification and accepted for
exchange in the Registered Exchange Offer. Concurrently with the issuance of
such Notes, the Trustee shall cause the aggregate principal amount of the
applicable Restricted Global Notes to be reduced accordingly, and the Company
shall execute and the Trustee shall authenticate and mail or deliver to the
Persons designated by the Holders of Restricted Definitive Notes so accepted
Unrestricted Definitive Notes in the appropriate principal amount.

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

                       (i) Private Placement Legend.

                                    (1) Except as permitted by clause (2) 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 SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE

                                       37

REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

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

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

                        (ii) Global Note Legend. Each Global Note shall
               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 (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY
BE EXCHANGED PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL
NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11
OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

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

                                       38

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."

         (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
cancelled in whole and not in part, each such Global Note shall be returned to
or retained and cancelled by the Trustee in accordance with Section 2.12. At any
time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note or for Definitive Notes,
the principal amount of Notes represented by such Global Note shall be reduced
accordingly, and an endorsement shall 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 shall be increased accordingly, and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

         (i) General Provisions Relating to Transfers and Exchanges.

                       (i)   To permit registrations of transfers and exchanges,
                  the Company shall execute and, upon receipt of an
                  Authentication Order in accordance with Section 2.03, the
                  Trustee shall authenticate Global Notes and Definitive Notes
                  upon the Company's order or at the Registrar's request.

                       (ii)  No service charge shall be made to a Holder of a
                  beneficial interest in a Global Note or to a Holder of a
                  Definitive Note for any registration of transfer or exchange,
                  but the Company may require payment of a sum sufficient to
                  cover any transfer tax or similar governmental charge payable
                  in connection therewith (other than any such transfer taxes or
                  similar governmental charge payable upon exchange or transfer
                  pursuant to Sections 2.11, 3.06, 4.13, 4.17 and 9.06).

                       (iii) All Global Notes and Definitive Notes issued upon
                  any registration of transfer or exchange of Global Notes or
                  Definitive Notes shall be the valid obligations of the
                  Company, evidencing the same 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.

                       (iv)  Neither the Registrar nor the Company shall be
                  required (1) 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 and ending at the close of
                  business on the day of selection, (2) to register the transfer
                  of or to exchange any Note so selected for redemption in whole
                  or in part, except the unredeemed portion of any Note being
                  redeemed in part or (3) to register the transfer of or to
                  exchange a Note between a record date and the next succeeding
                  interest payment date.

                       (v)   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, premium, if any, and
                  interest, including Special Interest, if any, 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.

                       (vi)  The Trustee shall authenticate Global Notes and
                  Definitive Notes in accordance with the provisions of Sections
                  2.03 and 2.07(i)(i).

                                       39

                      (vii)  All certifications, certificates and Opinions of
                  Counsel required to be submitted to the Registrar pursuant to
                  this Section 2.07 to effect a registration of transfer or
                  exchange may be submitted by facsimile.

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

                  The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer pursuant
to applicable securities laws with respect to any transfer of any interest in
any Note other than to require delivery of such certificates and other
documentation or evidence as are expressly required by the terms of this
Indenture, and to examine the same to determine substantial compliance with the
express requirements hereof.

         Section 2.08. Replacement Notes.

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

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

         Section 2.09. Outstanding Notes.

         (a) The Notes outstanding at any time are all the Notes authenticated
by the Trustee except for those cancelled 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 2.09 as not outstanding. Except as set forth in Section 2.10, 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(c)

         (b) If a Note is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced note is held by a bona fide purchaser.

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

         (d) 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 shall be deemed to be no longer outstanding and shall cease to accrue
interest.

         Section 2.10. Treasury Notes.

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

                                       40

         Section 2.11. Temporary Notes.

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

         (b) Holders of temporary Notes shall be entitled to all of the benefits
of this Indenture.

         Section 2.12. Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and, at the request of
the Company, and shall dispose of canceled Notes in accordance with its
customary procedures in effect from time to time (subject to the record
retention requirements of the Exchange Act). Upon request of the Company,
certification of the disposition of all cancelled Notes shall be delivered to
the Company. The Company may not issue new Notes to replace Notes that it has
paid or, except as contemplated by a Registered Exchange Offer, that have been
delivered to the Trustee for cancellation (other than Notes issued upon
registration of transfer, in exchange for or in lieu of cancelled Notes pursuant
to Sections 2.07, 2.08, 2.10 or 3.06).

         Section 2.13. Defaulted Interest.

         If the Company defaults in a payment of interest, including Special
Interest, if any, on the Notes, it shall 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. The Company
shall 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 shall
fix or cause to be fixed each such special record date and payment date,
provided that no such special record date shall 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 name and at the expense of the Company) shall 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.

         Section 2.14. CUSIP or ISIN Numbers.

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

         Section 2.15. Special Interest.

         If Special Interest is payable by the Company pursuant to the
Registration Rights Agreement and paragraph 1 of the Notes, the Company shall
deliver to the Trustee a certificate to that effect stating (a) the amount of
such Special Interest that is payable and (b) the date on which such interest is
payable. Unless and until a Responsible Officer of the Trustee receives such a
certificate or instruction or direction from the Holders in accordance with the
terms of this Indenture, the Trustee may assume without inquiry that no Special
Interest is payable. The foregoing shall not prejudice the rights of the Holders
with respect to their entitlement to Special Interest as otherwise set forth in
this Indenture or the Notes and pursuing any action against the Company directly
or otherwise directing the

                                       41

Trustee to take any such action in accordance with the terms of this Indenture
and the Notes. If the Company has paid Special Interest directly to the Persons
entitled to it, the Company shall deliver to the Trustee a certificate setting
forth the particulars of such payment.

                                   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 Error! Reference source not found., it shall furnish to
the Trustee, at least 30 days but not more than 60 days before a redemption
date, an Officer's Certificate setting forth (a) the paragraph of the Notes or
the Section (or clause) of this Indenture pursuant to which the redemption shall
occur, (b) the redemption date, (c) the principal amount of Notes to be redeemed
and (d) the redemption price or if the redemption is made pursuant to Section
3.07(b), the method of calculating the redemption price.

         Section 3.02. Selection of Notes to Be Redeemed.

         (a) If less than all of the Notes are to be redeemed at any time, the
Trustee shall select the Notes to be redeemed among the Holders of the Notes on
a pro rata basis, by lot or in accordance with any other method the Trustee
considers fair and appropriate. In the event of partial redemption by lot, the
particular Notes to be redeemed shall be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption date by
the Trustee from the outstanding Notes not previously called for redemption.

         (b) The Trustee shall promptly notify the Company in writing of the
Notes selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall 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, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

         (c) The provisions of clauses (a) and (b) of this Section 3.02 shall
not apply with respect to any redemption affecting only a Global Note, whether
such Global Note is to be redeemed in whole or in part, to the extent such
provisions conflict with Applicable Procedures. In case of any such redemption
in part, the unredeemed portion of the principal amount of the Global Note shall
be in an authorized denomination.

         Section 3.03. Notice of Redemption.

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

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

                           (i)   the redemption date;

                           (ii)  the redemption price or if the redemption is
                  made pursuant to Section 3.07(b), a calculation of the
                  redemption price;

                           (iii) 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 shall be issued upon cancellation of the
                  original Note;

                                       42

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

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

                           (vi)   that, unless the Company defaults in making
                  such redemption payment, interest, including Special Interest,
                  if any, on Notes called for redemption ceases to accrue on and
                  after the redemption date;

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

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

If any of the Notes to be redeemed is in the form of a beneficial interest in a
Global Note, then the Company shall modify such notice to the extent necessary
to accord with the procedures of the Depositary applicable to redemption.

         (c) At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 15 days, or such shorter
period allowed by the Trustee, prior to the date of giving such notice of
redemption, an Officer's Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in this Section 3.03.

         Section 3.04. Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.03,
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 Price.

         (a) On or before 10:00 a.m. Eastern Time on the Business Day prior to
any redemption date, the Company shall deposit with the Trustee or with the
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 2.05) money sufficient to pay the
redemption price of, and accrued interest, including Special Interest, if any,
on, all Notes to be redeemed on that date. The Trustee or the Paying Agent shall
promptly return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued interest, including Special Interest, if any,
on, all Notes to be redeemed.

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

         Section 3.06. Notes Redeemed in Part.

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

                                       43

         Section 3.07. Optional Redemption.

         (a) Except as set forth in clauses (b) and (c) of this Section 3.07,
the Notes shall not be redeemable at the option of the Company prior to August
1, 2007. Starting on that date, the Company may redeem all or any portion of the
Notes, at once or over time, after giving the required notice under this
Indenture. The Notes may be redeemed at the redemption prices set forth below,
plus accrued and unpaid interest, including Special Interest, if any, to the
redemption date (subject to the right of Holders on the relevant record date to
receive interest due on the relevant interest payment date). The following
prices are for Notes redeemed during the 12-month period commencing on August 1
of the years set forth below, and are expressed as percentages of principal
amount:

         Year                                                   Redemption Price
         ----                                                   ---------- -----
         2007 ................................................. 104.438%
         2008 ................................................. 102.958%
         2009 ................................................. 101.479%
         2010 and thereafter .................................. 100.000%

         (b) At any time prior to August 1, 2007, the Company may redeem all or
any portion of the Notes, at once or over time, after giving the required notice
under this Indenture at a redemption price equal to the greater of:

                           (i)  100% of the principal amount of the Notes to be
                  redeemed, and

                           (ii) the sum of the present values of (1) the
                  redemption price of the Notes at August 1, 2007 (as set forth
                  in clause (a) of this Section 3.07) and (2) the remaining
                  scheduled payments of interest from the redemption date to
                  August 1, 2007, but excluding accrued and unpaid interest to
                  the redemption date, discounted to the redemption date on a
                  semiannual basis (assuming a 360 day year consisting of twelve
                  30-day months) at the Treasury Rate plus 50 basis points,

plus, in either case, accrued and unpaid interest, including Special Interest,
if any, to the redemption date (subject to the right of Holders on the relevant
record date to receive interest due on the relevant interest payment date).

         Any notice to Holders of such a redemption shall include the
appropriate method of calculation of the redemption price, but need not include
the redemption price itself. The actual redemption price, calculated as
described in this clause (b), shall be set forth in an Officer's Certificate
delivered to the Trustee no later than two Business Days prior to the redemption
date (unless clause (2) of the definition of "Comparable Treasury Price" is
applicable, in which case such Officer's Certificate will be delivered on the
redemption date).

         (c) At any time and from time to time prior to August 1, 2005, the
Company may redeem up to a maximum of 35% of the aggregate principal amount of
the Notes (including any Additional Notes) that have been issued under this
Indenture on or after the Issue Date with the proceeds of one or more Equity
Offerings, at a redemption price equal to 108.875% of the principal amount
thereof, plus accrued and unpaid interest, including Special Interest, if any,
to the redemption date (subject to the right of Holders on the relevant record
date to receive interest due on the relevant interest payment date); provided,
however, that after giving effect to any such redemption, at least 65% of the
aggregate principal amount of the Notes (including any Additional Notes) that
have been issued under this Indenture on or after the Issue Date remains
outstanding. Any such redemption shall be made within 90 days of such Equity
Offering upon not less than 30 nor more than 60 days' prior notice.

         (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant
to the provisions of Sections 3.01 through 3.06.

         Section 3.08. Mandatory Redemption.

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

                                       44

                                   ARTICLE 4.

                                   COVENANTS

         Section 4.01. Payment of Notes.

         (a) The Company shall pay or cause to be paid the principal of,
premium, if any, and interest, including Special Interest, if any, on, the Notes
on the dates and in the manner provided in the Notes. Principal, premium, if
any, and interest, including Special Interest, if any, shall 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, including Special Interest, if
any, then due. The Company shall pay Special Interest, if any, in the same
manner, on the dates and in the amounts set forth in the Registration Rights
Agreement, the Notes and this Indenture.

         (b) The Company shall 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 shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest,
including Special Interest, if any, (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful.

         (c) Interest shall be computed on the basis of a 360-day year of twelve
30-day months.

         Section 4.02. Maintenance of Office or Agency.

         (a) The Company shall maintain, in the continental United States, an
office or agency (which may be an office or drop facility of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar, Paying Agent or additional
paying agent) where Notes may be presented or surrendered for payment,
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

         (b) 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. The
Company shall give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

         (c) The Company hereby designates the Corporate Trust Office of the
Trustee, as one such office, drop facility or agency of the Company in
accordance with Section 2.03.

         Section 4.03. Reports.

         (a) Notwithstanding that the Company may not be subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as
any Notes are outstanding, the Company shall file with the Commission and
provide the Trustee and Holders with such annual reports and such information,
documents and other reports as are specified in Sections 13 and 15(d) of the
Exchange Act and applicable to a U.S. corporation subject to such sections, such
information, documents and reports so to be filed with the Commission and
provided at the times specified for the filing of such information, documents
and reports under such Sections; provided, however, that the Company shall not
be so obligated to file such information, documents and reports with the
Commission if the Commission does not permit such filings.

                                       45

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

         (c) Delivery of any such reports, information and documents to the
Trustee pursuant to this Section 4.03 is for informational purposes only and the
Trustee's receipt of such reports, information and documents shall not
constitute constructive notice of any information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on an Officer's Certificate).

         Section 4.04. Compliance Certificate.

         (a) The Company shall deliver to the Trustee, within 90 days after the
end of each fiscal year, an Officer's 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 further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has complied with each and every covenant contained in this Indenture and is not
in default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which he or she
may have knowledge and what action the Company has taken or 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) The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officer's Certificate of
any Default, its status 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 covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law has
been enacted.

         Section 4.07. Corporate Existence.

         Subject to Article 5, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, and the corporate, limited liability company, partnership or other
existence of each of its Restricted Subsidiaries, in accordance with the
respective organizational documents (as the same may be amended from time to
time) of the Company or any such Restricted Subsidiary; provided, however, that
the Company shall not be required to preserve the corporate, limited liability
company, partnership or other existence of any of its Restricted Subsidiaries if
(i) the cessation of such existence complies with Article 5 or (ii) an Officer
of the Company shall determine that the preservation thereof is no longer
desirable in the conduct of the

                                       46

business of the Company and its Restricted Subsidiaries, taken as a whole, and
that the loss thereof is not adverse in any material respect to the Holders of
the Notes.

         Section 4.08. Payments for Consent.

         The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any Holder of any Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
or is paid to all Holders of Notes 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 4.09. Incurrence of Debt.

         (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, Incur, directly or indirectly, any Debt unless, after giving
effect to the application of the proceeds thereof, no Default or Event of
Default would occur as a consequence of such Incurrence or be continuing
following such Incurrence and either:

                           (i)  after giving effect to the Incurrence of such
                  Debt and the application of the proceeds thereof, the
                  Consolidated Interest Coverage Ratio would be greater than 2.0
                  to 1.0 (in which case such Debt may be incurred by the Company
                  or any Restricted Subsidiary that is a Subsidiary Guarantor,
                  but not by a Restricted Subsidiary that is not a Subsidiary
                  Guarantor); or

                           (ii) such Debt is Permitted Debt.

         No Debt Incurred pursuant to the test in clause (i) of the preceding
paragraph shall reduce the amount of Debt that may be incurred pursuant to any
clause of the definition of Permitted Debt (including, without limitation, Debt
under the Senior Credit Facility pursuant to clause (b) of the definition of
Permitted Debt below).

         (b) The term "Permitted Debt" is defined to include the following:

                       (i)   (1) Debt of the Company evidenced by the Initial
                  Notes issued pursuant to this Indenture and the Exchange Notes
                  issued in exchange for such Initial Notes and in exchange for
                  any Additional Notes and (2) Debt of the Subsidiary Guarantors
                  evidenced by the Subsidiary Guaranties relating to the Initial
                  Notes and the Exchange Notes issued in exchange for such
                  Initial Notes and in exchange for any Additional Notes.

                       (ii)  Debt of the Company or a Restricted Subsidiary
                  under the Credit Facilities or a Qualified Securitization
                  Transaction, provided that the aggregate principal amount of
                  all such Debt under the Credit Facilities or a Qualified
                  Securitization Transaction at any one time outstanding shall
                  not exceed the greater of:

                                    (1) $550.0 million, which amount shall be
                           permanently reduced by the amount of Net Available
                           Cash used to Repay Debt under the Credit Facilities
                           pursuant to Section 4.13 or

                                    (2) the sum of (A) 80% of the book value of
                           the accounts receivable of the Company and its
                           Restricted Subsidiaries, plus (B) 50% of the book
                           value of the inventory of the Company and its
                           Restricted Subsidiaries, in each case determined on a
                           consolidated basis;

                       (iii) Debt of the Company or a Restricted Subsidiary
                  in respect of Capital Lease Obligations and Purchase Money
                  Debt, provided that:

                                       47

                                    (1) the aggregate principal amount of such
                           Debt does not exceed the Fair Market Value (on the
                           date of the Incurrence thereof) of the Property
                           acquired, constructed or leased, and

                                    (2) the aggregate principal amount of all
                           Debt Incurred and then outstanding pursuant to this
                           clause (iii) (together with all Permitted Refinancing
                           Debt Incurred and then outstanding in respect of Debt
                           previously Incurred pursuant to this clause (iii))
                           does not exceed 5% of the Company's Consolidated Net
                           Tangible Assets;

                      (iv)   Debt of the Company owing to and held by any
                  Restricted Subsidiary and Debt of a Restricted Subsidiary
                  owing to and held by the Company or any Restricted Subsidiary;
                  provided, however, that any subsequent issue or transfer of
                  Capital Stock or other event that results in any such
                  Restricted Subsidiary ceasing to be a Restricted Subsidiary or
                  any subsequent transfer of any such Debt (except to the
                  Company or a Restricted Subsidiary) shall be deemed, in each
                  case, to constitute the Incurrence of such Debt by the issuer
                  thereof;

                      (v)    Debt of a Restricted Subsidiary outstanding on
                  the date on which such Restricted Subsidiary was acquired by
                  the Company or otherwise became a Restricted Subsidiary (other
                  than Debt Incurred as consideration in, or to provide all or
                  any portion of the funds or credit support utilized to
                  consummate, the transaction or series of transactions pursuant
                  to which such Restricted Subsidiary became a Subsidiary of the
                  Company or was otherwise acquired by the Company), provided
                  that at the time such Restricted Subsidiary was acquired by
                  the Company or otherwise became a Restricted Subsidiary and
                  after giving effect to the Incurrence of such Debt, the
                  Company would have been able to Incur $1.00 of additional Debt
                  pursuant to clause (a)(i) of this Section 4.09;

                      (vi)   Debt under Interest Rate Agreements entered into
                  by the Company or a Restricted Subsidiary for the purpose of
                  limiting, or otherwise managing, interest rate risk and not
                  for speculative purposes, provided that the obligations under
                  such agreements are directly related to payment obligations on
                  Debt otherwise permitted by the terms of this Section 4.09;

                      (vii)  Debt under Currency Exchange Protection
                  Agreements entered into by the Company or a Restricted
                  Subsidiary for the purpose of limiting currency exchange rate
                  risks directly related to transactions entered into by the
                  Company or such Restricted Subsidiary and not for speculative
                  purposes;

                      (viii) Debt under Commodity Price Protection
                  Agreements entered into by the Company or a Restricted
                  Subsidiary for the purpose of limiting risk in connection with
                  certain commodity transactions of the Company or such
                  Restricted Subsidiary and not for speculative purposes;

                      (ix)   Debt in connection with one or more standby
                  letters of credit or performance or surety bonds or completion
                  guaranties issued by the Company or a Restricted Subsidiary in
                  the ordinary course of business or pursuant to self-insurance
                  obligations, workmen's compensation and similar arrangements
                  and not in connection with the borrowing of money or the
                  obtaining of advances or credit;

                      (x)    Debt of the Company or any Restricted Subsidiary in
                  an aggregate principal amount outstanding at any one time not
                  to exceed $40.0 million; provided that of that amount not more
                  than $25.0 million may be Incurred by Restricted Subsidiaries
                  that are not Subsidiary Guarantors;

                      (xi)   Debt arising from agreements of the Company or a
                  Restricted Subsidiary of the Company providing for
                  indemnification, adjustment of purchase price, earn-out or
                  other similar obligations, in each case, Incurred or assumed
                  in connection with the disposition of any business, assets or
                  a Subsidiary of the Company;

                                       48

                      (xii)  Guarantees by the Company or any of its Restricted
                  Subsidiaries of Debt of the Company or any Restricted
                  Subsidiary otherwise permitted to be Incurred under the
                  provisions of this covenant;

                      (xiii) Debt consisting of take-or-pay obligations
                  contained in supply agreements entered into by the Company or
                  its Restricted Subsidiaries in the ordinary course of
                  business;

                      (xiv)  Preferred Stock of Restricted Subsidiaries issued
                  to the Company or any of its Restricted Subsidiaries;

                      (xv)   Debt outstanding on the Issue Date not otherwise
                  described in clauses (i) through (xv) above;

                      (xvi)  Permitted Refinancing Debt Incurred in respect of
                  Debt Incurred pursuant to clause (a)(i) of this Section 4.09
                  and clauses (b)(i), (iii), (v), (x) and (xv) of this Section
                  4.09.

         (c) For purposes of determining compliance with this Section 4.09, in
the event that an item of Debt meets the criteria of more than one of the
categories of Permitted Debt described in clauses (b)(i) through (b)(xvii) of
this Section 4.09 or is entitled to be incurred pursuant to clause (a)(i) of
this Section 4.09, the Company shall, in its sole discretion, classify such item
of Debt on the date of its Incurrence, or later reclassify all or a portion of
such item of Debt, in any manner that complies with this Section 4.09, and such
item of Debt will be treated as having been incurred pursuant to one or more of
such categories of Permitted Debt or pursuant to clause (a)(i) of this Section
4.09.

         (d) For purposes of determining compliance with any U.S.
dollar-denominated restriction or amount, the U.S. dollar equivalent principal
amount thereof denominated in foreign currency shall be calculated based on the
relevant currency exchange rate in effect on the date the Debt or other
transaction was Incurred or entered into, or first committed in the case of
revolving credit Debt; provided that if any Permitted Refinancing Debt is
Incurred to Refinance Debt denominated in a foreign currency, and such
Refinancing would cause the applicable U.S. dollar-denominated restriction to be
exceeded if calculated at the relevant currency exchange rate in effect on the
date of such Refinancing, such U.S. dollar-denominated restriction shall be
deemed not to have been exceeded so long as the principal amount of such
Permitted Refinancing Debt does not exceed the principal amount of such Debt
being Refinanced. Notwithstanding any other provision contained herein, no
restriction or amount shall be deemed to be exceeded solely as a result of
fluctuations in the exchange rate of currencies.

         Section 4.10. Restricted Payments.

         (a) The Company shall not make, and shall not permit any Restricted
Subsidiary to make, directly or indirectly, any Restricted Payment if at the
time of, and after giving effect to, such proposed Restricted Payment,

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

                      (ii)   the Company could not Incur at least $1.00 of
                  additional Debt pursuant to Section 4.09(a)(i), or

                      (iii)  the aggregate amount of such Restricted Payment
                  and all other Restricted Payments declared or made since the
                  Issue Date (the amount of any Restricted Payment, if made
                  other than in cash, to be based upon Fair Market Value) would
                  exceed an amount equal to the sum of:

                                    (1) 50% of the aggregate amount of
                           Consolidated Net Income accrued during the period
                           (treated as one accounting period) from the beginning
                           of the fiscal quarter ending July 31, 2002 to the end
                           of the most recent fiscal quarter ending at least 45
                           days prior to the date of such Restricted Payment (or
                           if the aggregate amount of Consolidated Net Income
                           for such period shall be a deficit, minus 100% of
                           such deficit), plus

                                       49

                                    (2) 100% of the Capital Stock Sale Proceeds,
                           plus

                                    (3) the sum of:

                                             (A) the aggregate net cash proceeds
                                    received by the Company or any Restricted
                                    Subsidiary from the issuance or sale after
                                    the Issue Date of convertible or
                                    exchangeable Debt that has been converted
                                    into or exchanged for Capital Stock (other
                                    than Disqualified Stock) of the Company, and

                                             (B) the aggregate amount by which
                                    Debt (other than Subordinated Obligations)
                                    of the Company or any Restricted Subsidiary
                                    is reduced on the Company's consolidated
                                    balance sheet on or after the Issue Date
                                    upon the conversion or exchange of any Debt
                                    issued or sold on or prior to the Issue Date
                                    that is convertible or exchangeable for
                                    Capital Stock (other than Disqualified
                                    Stock) of the Company,

                                    excluding, in the case of clause (A) or (B):

                                             (X) any such Debt issued or sold to
                                    the Company or a Subsidiary of the Company
                                    or an employee stock ownership plan or trust
                                    established by the Company or any such
                                    Subsidiary for the benefit of their
                                    employees, and

                                             (Y) the aggregate amount of any
                                    cash or other Property distributed by the
                                    Company or any Restricted Subsidiary upon
                                    any such conversion or exchange, plus

                                    (4) an amount equal to the sum of:

                                             (A) the net reduction in
                                    Investments in any Person other than the
                                    Company or a Restricted Subsidiary resulting
                                    from dividends, repayments of loans or
                                    advances or other transfers of Property, in
                                    each case to the Company or any Restricted
                                    Subsidiary from such Person;

                                             (B) the portion (proportionate to
                                    the Company's equity interest in such
                                    Unrestricted Subsidiary) of the Fair Market
                                    Value of the net assets of an Unrestricted
                                    Subsidiary at the time such Unrestricted
                                    Subsidiary is designated a Restricted
                                    Subsidiary; provided, however, that the
                                    foregoing sum shall not exceed, in the case
                                    of any Person, the amount of Investments
                                    previously made (and treated as a Restricted
                                    Payment) by the Company or any Restricted
                                    Subsidiary in such Person;

                                             (C) without duplication of any
                                    amounts included in Section 4.10(a)(2)
                                    above, 100% of the Fair Market Value of the
                                    net proceeds of any contribution to the
                                    common equity capital of the Company
                                    received by the Company from a holder of the
                                    Company's Capital Stock (excluding any
                                    Capital Stock Sale Proceeds to the extent
                                    used to redeem the Notes) subsequent to the
                                    Issue Date;

                                             (D) to the extent that any
                                    Investment (other than a Permitted
                                    Investment) that was made after the Issue
                                    Date is sold for cash or otherwise
                                    liquidated or repaid for cash, the lesser of
                                    (i) the cash

                                       50

                                    return of capital with respect to such
                                    Investment (less the cost of disposition, if
                                    any) and (ii) the initial amount of such
                                    Investment;

                                             (E) $10.0 million;

                                             (F) Debt consisting of take-or-pay
                                    obligations contained in supply agreements
                                    entered into by the Company or its
                                    Restricted Subsidiaries in the ordinary
                                    course of business;

                                             (G) Preferred Stock of Restricted
                                    Subsidiaries issued to the Company or any of
                                    its Restricted Subsidiaries; and

                                             (H) Debt of the Company or a
                                    Restricted Subsidiary Incurred in connection
                                    with a Qualified Securitization Transaction;

         (b) Notwithstanding the foregoing limitation, the Company may:

                           (i)   make Restricted Payments as described in
                  clauses (1) and (2) of the definition of Restricted Payment in
                  an aggregate amount of up to $25.0 million in any fiscal year;
                  provided, however, that at the time of such Restricted
                  Payment, no Event of Default under Sections 6.01(a)(i), (ii),
                  (vii) or (viii) shall have occurred and be continuing, and
                  provided further, however, that such Restricted Payments paid
                  pursuant to this Section 4.10(b)(i) shall be included in the
                  calculation of the amount of Restricted Payments pursuant to
                  Section 4.10(a)(iii)(3).

                           (ii)  pay dividends on its Class A Common Stock of up
                  to the lesser of (1) $0.01 per share of Class A Common Stock
                  for each of four consecutive fiscal quarters and (2) $250,000
                  for each consecutive fiscal quarter provided, however, that
                  such dividends paid pursuant to this Section 4.10(b)(ii) shall
                  be included in the calculation of the amount of Restricted
                  Payments pursuant to Section 4.10(a)(iii)(3) above;

                           (iii) pay dividends on its Capital Stock within 60
                  days of the declaration thereof if, on the declaration date,
                  such dividends could have been paid in compliance with this
                  Indenture; provided, however, such dividends paid pursuant to
                  this clause (b)(iii) of this Section 4.10 shall be included in
                  the calculation of the amount of Restricted Payments pursuant
                  to Section 4.10(a)(iii)(3);

                           (iv)  purchase, repurchase, redeem, legally defease,
                  acquire or retire for value its Capital Stock or Subordinated
                  Obligations in exchange for, or out of the proceeds of the
                  substantially concurrent sale of, Capital Stock of the Company
                  (other than Disqualified Stock, and other than Capital Stock
                  issued or sold to a Subsidiary of the Company or an employee
                  stock ownership plan or trust established by the Company or
                  any such Subsidiary for the benefit of their employees);
                  provided, however, that

                                    (1) such purchase, repurchase, redemption,
                           legal defeasance, acquisition or retirement shall be
                           excluded in the calculation of the amount of
                           Restricted Payments, and

                                    (2) the Capital Stock Sale Proceeds from
                           such exchange or sale shall be excluded from the
                           calculation pursuant to clause (a)(iii)(2) of this
                           Section 4.10:

                           (v)   purchase, repurchase, redeem, legally defease,
                  acquire or retire for value any of its Subordinated
                  Obligations in exchange for, or out of the proceeds of the
                  substantially concurrent sale of, Permitted Refinancing Debt;

                  provided, however, that such purchase, repurchase, redemption,
                  legal defeasance, acquisition or retirement shall be excluded
                  in the calculation of the amount of Restricted Payments;

                                       51

                        (vi)  repurchase shares of, or options to purchase
                  shares of, common stock of the Company of any of its
                  Subsidiaries from current or former officers, directors or
                  employees of the Company or any of its Subsidiaries (or
                  permitted transferees of such current or former officers,
                  directors or employees), pursuant to the terms of agreements
                  (including employment agreements, management agreements and
                  employee stock options or restricted stock agreements) or
                  plans (or amendments thereto) approved by the Board of
                  Directors under which such individuals purchase or sell, or
                  are granted the option to purchase or sell, shares of such
                  common stock; provided, however, that:

                                    (1) the aggregate amount of such repurchases
                           shall not exceed $2.5 million in any calendar year
                           and

                                    (2) at the time of such repurchase, no
                           Default or Event of Default shall have occurred and
                           be continuing (or result therefrom);

                  provided further, however, that such repurchases shall be
                  included in the calculation of the amount of Restricted
                  Payments pursuant to Section 4.10(a)(iii)(3);

                       (vii)  acquire its Capital Stock in connection with the
                  exercise of stock options and stock appreciation rights by way
                  of cashless exercise; and

                       (viii) distribute the Capital Stock of any Unrestricted
                  Subsidiary to the Company's shareholders as dividends or other
                  distributions.

         Section 4.11. Liens.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, Incur or suffer to exist, any Lien (other than
Permitted Liens or Liens securing Senior Debt) upon any of its Property
(including Capital Stock of a Restricted Subsidiary), whether owned at the Issue
Date or thereafter acquired, or any interest therein or any income or profits
therefrom unless:

         (a) if such Lien secures Senior Subordinated Debt, the Notes or the
applicable Subsidiary Guaranty are secured on an equal and ratable basis with
such Debt; and

         (b) if such Lien secures Subordinated Obligations, such Lien shall be
subordinated to a Lien securing the Notes or the applicable Subsidiary Guaranty
in the same Property as that securing such Lien to the same extent as such
Subordinated Obligations are subordinated to the Notes and the Subsidiary
Guaranties.

         Section 4.12. Limitation on Issuance or Sale of Capital Stock of
Restricted Subsidiaries.

         The Company shall not:

         (a) sell, or otherwise dispose of any shares of Capital Stock of a
Restricted Subsidiary, or

         (b) permit any Restricted Subsidiary to, directly or indirectly, issue
or sell or otherwise dispose of any shares of its Capital Stock, other than, in
the case of either (a) or (b):

                                    (1) directors' qualifying shares, and shares
                           issued to non-U.S. persons required by applicable
                           law,

                                    (2) pledges of Capital Stock of Subsidiaries
                           of the Company that constitute Permitted Liens or
                           Liens securing Senior Debt,

                                    (3) to the Company or a Wholly Owned
                           Restricted Subsidiary, or

                                       52

                                    (4) a disposition of 100% of the shares of
                           Capital Stock of such Restricted Subsidiary;
                           provided, however, that, in the case of this clause
                           (b)(4),

                                             (A) such disposition is effected in
                                    compliance with Section 4.13, and

                                             (B) upon consummation of such
                                    disposition and execution and delivery of a
                                    supplemental indenture to the Trustee, such
                                    Restricted Subsidiary shall be released from
                                    any Subsidiary Guaranty previously made by
                                    such Restricted Subsidiary, or

                                    (5) issuances of Capital Stock of a
                           Restricted Subsidiary if, immediately after giving
                           effect thereto, (i) neither the Company nor any
                           Restricted Subsidiary owns any Capital Stock of such
                           Restricted Subsidiary or (ii) such Restricted
                           Subsidiary would no longer be a Restricted Subsidiary
                           and any Investment in such Person remaining after
                           giving effect thereto would have been permitted and
                           shall be deemed to have been made under Section 4.10
                           if made on the date of such issuance provided,
                           however, that in the case of this clause (b)(5),

                                             (A) if applicable, such disposition
                                    is effected in compliance with Section 4.13,
                                    and

                                             (B) upon consummation of such
                                    disposition and execution and delivery of a
                                    supplemental indenture, such Restricted
                                    Subsidiary shall be released from any
                                    Subsidiary Guaranty previously made by such
                                    Restricted Subsidiary.

         Section 4.13. Asset Sales.

         (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

                           (i)   the Company or such Restricted Subsidiary
                  receives consideration at the time of such Asset Sale at least
                  equal to the Fair Market Value of the Property subject to such
                  Asset Sale;

                           (ii)  at least 75% of the consideration paid to the
                  Company or such Restricted Subsidiary in connection with such
                  Asset Sale is in the form of cash or Cash Equivalents or the
                  assumption by the purchaser of liabilities of the Company or
                  any Restricted Subsidiary (other than liabilities that are by
                  their terms subordinated to the Notes or the applicable
                  Subsidiary Guaranty) as a result of which the Company and the
                  Restricted Subsidiaries are no longer obligated with respect
                  to such liabilities; and

                           (iii) if the Fair Market Value of the Property is
                  greater than $2,500,000, the Company delivers an Officer's
                  Certificate to the trustee certifying that such Asset Sale
                  complies with the foregoing clauses (i) and (ii).

                  Notwithstanding the foregoing, clauses (i), (ii) and (iii)
above shall not apply to a split-off or spin-off of any Unrestricted Subsidiary
by the Company or a Restricted Subsidiary.

         (b) The Net Available Cash (or any portion thereof) from Asset Sales
may be applied by the Company or a Restricted Subsidiary, to the extent the
Company or such Restricted Subsidiary elects (or is required by the terms of any
Debt):

                           (i)   to Repay Senior Debt of the Company or any
                  Subsidiary Guarantor (including Debt under the Senior Credit
                  Facility) or Debt of any Restricted Subsidiary that is not a
                  Subsidiary

                                       53

                  Guarantor (excluding, in any such case, any Debt owed to the
                  Company or an Affiliate of the Company); or

                           (ii)  to reinvest in Additional Assets (including by
                  means of an Investment in Additional Assets by a Restricted
                  Subsidiary with Net Available Cash received by the Company or
                  another Restricted Subsidiary).

         (c) Any Net Available Cash from an Asset Sale not applied in accordance
with the preceding paragraph within 360 days from the date of the receipt of
such Net Available Cash or that is not segregated from the general funds of the
Company for investment in identified Additional Assets in respect of a project
that shall have been commenced, and for which binding contractual commitments
have been entered into, prior to the end of such 360-day period and that shall
not have been completed or abandoned shall constitute "Excess Proceeds";
provided, however, that the amount of any Net Available Cash that ceases to be
so segregated as contemplated above and any Net Available Cash that is
segregated in respect of a project that is abandoned or completed shall also
constitute "Excess Proceeds" at the time any such Net Available Cash ceases to
be so segregated or at the time the relevant project is so abandoned or
completed, as applicable; provided further, however, that the amount of any Net
Available Cash that continues to be segregated for investment and that is not
actually reinvested within 24 months from the date of the receipt of such Net
Available Cash shall also constitute "Excess Proceeds." Notwithstanding the
foregoing provision, the Company and its Restricted Subsidiaries will not be
required to apply any Net Available Cash in accordance with this covenant except
to the extent that the aggregate Net Available Cash from all Asset Sales in each
fiscal year that are not applied in accordance with this covenant exceeds $5.0
million.

         (d) When the aggregate amount of Excess Proceeds exceeds $15.0 million
(taking into account income earned on such Excess Proceeds, if any), the Company
will be required to make an offer to purchase (the "Prepayment Offer") the Notes
together with any other Debt that ranks pari passu in right of payment with the
Notes (so long as such payment is permitted by the terms of any instrument
evidencing Senior Debt), which offer shall be in the amount of the Allocable
Excess Proceeds, on a pro rata basis according to principal amount, at a
purchase price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the purchase date (subject to the right of Holders
on the relevant record date to receive interest due on the relevant interest
payment date), in accordance with the procedures (including prorating in the
event of oversubscription) set forth in this Indenture. To the extent that any
portion of the amount of Net Available Cash remains after compliance with the
preceding sentence and provided that all Holders of Notes have been given the
opportunity to tender their Notes for purchase in accordance with this
Indenture, the Company or such Restricted Subsidiary may use such remaining
amount for any purpose permitted by this Indenture, and the amount of Excess
Proceeds will be reset to zero.

         (e) The term "Allocable Excess Proceeds" means the product of:

                (i)    the Excess Proceeds and

                (ii)   a fraction,

                           (1) the numerator of which is the aggregate principal
                  amount of the Notes outstanding on the date of the Prepayment
                  Offer, and

                           (2) the denominator of which is the sum of the
                  aggregate principal amount of the Notes outstanding on the
                  date of the Prepayment Offer and the aggregate principal
                  amount of other Debt of the Company outstanding on the date of
                  the Prepayment Offer that is pari passu in right of payment
                  with the Notes and subject to terms and conditions in respect
                  of Asset Sales similar in all material respects to this Error!
                  Reference source not found. and requiring the Company to make
                  an offer to purchase such Debt at substantially the same time
                  as the Prepayment Offer.

         (f) Within five Business Days after the Company is obligated to make a
Prepayment Offer as described in clause (d) of this Error! Reference source not
found., the Company shall send a written notice, by first-class mail, to the
Holders of Notes,

                                       54

accompanied by such information regarding the Company and its Subsidiaries as
the Company in good faith believes will enable such Holders to make an informed
decision with respect to such Prepayment Offer. Such notice shall state, among
other things, the purchase price and the purchase date, which shall be, subject
to any contrary requirements of applicable law, a Business Day no earlier than
30 days nor later than 60 days from the date such notice is mailed.

         (g) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
Error! Reference source not found.. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Error! Reference
source not found., the Company will comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations under
this Section 4.13 by virtue thereof.

         Section 4.14. Restrictions on Distributions from Restricted
Subsidiaries.

         (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create or otherwise cause or suffer to
exist any consensual restriction on the right of any Restricted Subsidiary to:

                       (i)   pay dividends, in cash or otherwise, or make
                  any other distributions on or in respect of its Capital Stock,
                  or pay any Debt or other obligation owed, to the Company or
                  any other Restricted Subsidiary,

                       (ii)  make any loans or advances to the Company or
                  any other Restricted Subsidiary, or

                       (iii) transfer any of its Property to the Company or
                  any other Restricted Subsidiary.

         (b) The foregoing limitations shall not apply:

                       (i)   with respect to clauses (a)(i), (ii) and (iii),
                  to restrictions:

                                    (1) in effect on the Issue Date (including,
                           without limitation, restrictions pursuant to the
                           Senior Credit Facility and this Indenture),

                                    (2) relating to Debt of a Restricted
                           Subsidiary and existing at the time it became a
                           Restricted Subsidiary if such restriction was not
                           created in connection with or in anticipation of the
                           transaction or series of transactions pursuant to
                           which such Restricted Subsidiary became a Restricted
                           Subsidiary or was acquired by the Company,

                                    (3) that result from the Refinancing of Debt
                           Incurred pursuant to an agreement referred to in
                           clause (b)(i)(1) or (2), this clause (b)(i)(3) or
                           clause (b)(ii)(1) or (2) of this Error! Reference
                           source not found., provided such restriction is no
                           less favorable to the Holders of Notes than those
                           under the agreement evidencing the Debt so
                           Refinanced,

                                    (4) under applicable laws or orders,

                                    (5) arising in connection with a Qualified
                           Securitization Transaction (including limitations set
                           forth in the governing documents of a Special Purpose
                           Vehicle),

                                    (6) that constitute customary restrictions
                           on the transfer of any Property arising under a
                           security agreement or similar agreement or instrument
                           governing a Lien permitted under this Indenture; and

                       (ii)  with respect to clause (a)(iii) of this Section
         4.14 only, to restrictions:

                                       55

                                    (1) relating to Debt that is permitted to be
                           Incurred and secured without also securing the Notes
                           or the applicable Subsidiary Guaranty pursuant to
                           Sections 4.09 and 4.11 that limit the right of the
                           debtor to dispose of the Property securing such Debt,

                                    (2) encumbering Property at the time such
                           Property was acquired by the Company or any
                           Restricted Subsidiary, so long as such restriction
                           relates solely to the Property so acquired and was
                           not created in connection with or in anticipation of
                           such acquisition,

                                    (3) resulting from customary provisions
                           restricting subletting or assignment of leases or
                           customary provisions in licenses or other agreements
                           that restrict assignment of such agreements, Property
                           or rights thereunder,

                                    (4) that constitute customary restrictions
                           contained in sale agreements limiting the transfer of
                           Capital Stock or Property pending the closing of such
                           sale,

                                    (5) that constitute customary restrictions
                           contained in joint venture agreements entered into in
                           the ordinary course of business and in good faith, or

                                    (6) existing by virtue of any transfer of,
                           agreement to transfer, option or right with respect
                           to, or Lien on, any Property of the Company or any
                           Restricted Subsidiary not otherwise prohibited by
                           this Indenture.

                  Nothing contained in this Section 4.14 shall prevent the
Company or any Restricted Subsidiary from (1) Incurring or assuming any Lien
otherwise permitted by this Indenture, or (2) restricting the sale or other
disposition of Property of the Company of any of its Restricted Subsidiaries
that secure Debt of the Company or any of its Restricted Subsidiaries.

         Section 4.15. Transactions with Affiliates.

         (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, conduct any business or enter into or
suffer to exist any transaction or series of transactions (including the
purchase, sale, transfer, assignment, lease, conveyance or exchange of any
Property or the rendering of any service) with, or for the benefit of, any
Affiliate of the Company (an "Affiliate Transaction"), unless:

              (i)   the terms of such Affiliate Transaction are:

                           (1) set forth in writing, and

                           (2) no less favorable to the Company or such
                  Restricted Subsidiary, as the case may be, than those that
                  could be obtained in a comparable arm's-length transaction
                  with a Person that is not an Affiliate of the Company,

              (ii)  if such Affiliate Transaction involves aggregate payments
         or value in excess of $5.0 million, the Board of Directors (including a
         majority of the disinterested members of the Board of Directors)
         approves such Affiliate Transaction and, in its good faith judgment,
         believes that such Affiliate Transaction complies with clause (a)(i)(2)
         of this Error! Reference source not found. as evidenced by a Board
         Resolution promptly delivered to the Trustee, and

              (iii) if such Affiliate Transaction involves aggregate
         payments or value in excess of $20.0 million, the Company obtains a
         written opinion from an Independent Financial Advisor to the effect
         that the consideration to be paid or received in connection with such
         Affiliate Transaction is fair, from a financial point of view, to the
         Company and the Restricted Subsidiaries.

                                       56

         (b) Notwithstanding the foregoing limitation, the Company or any
Restricted Subsidiary may enter into or suffer to exist the following:

                           (i)    any transaction or series of transactions
                  between the Company and one or more Restricted Subsidiaries or
                  between two or more Restricted Subsidiaries in the ordinary
                  course of business;

                           (ii)   any Restricted Payment permitted to be made
                  pursuant to Section 4.10or any Permitted Investment;

                           (iii)  the payment of compensation and fees
                  (including amounts paid pursuant to employee benefit plans or
                  other arrangements, whether in cash, securities or other
                  property) for the services of officers, directors and
                  employees of the Company or any of the Restricted Subsidiaries
                  who are Affiliates of the Company, so long as the Board of
                  Directors in good faith shall have approved the terms thereof
                  and deemed the services theretofore or thereafter go be
                  performed for such compensation to be fair consideration
                  therefor;

                           (iv)   loans and advances to employees made in the
                  ordinary course of business and consistent with the past
                  practices of the Company or such Restricted Subsidiary, as the
                  case may be;

                           (v)    agreements in existence on the Issue Date and
                  listed on Schedule A hereto;

                           (vi)   the disposition or transfer of Soterra or any
                  Unrestricted Subsidiary in a transaction that satisfies the
                  applicable requirements contained within Section 4.13;

                           (vii)  any payments or other transactions pursuant to
                  any tax-sharing agreement between the Company and any other
                  Person approved by the Board of Directors with which the
                  Company files a consolidated tax return or with which the
                  Company is part of a consolidated group for tax purposes;

                           (viii) the issuance or sale of any Capital Stock of
                  the Company other than Disqualified Stock; and

                           (ix)   any sale, conveyance or other transfer of
                  Receivables and other related assets customarily transferred
                  in a Qualified Securitization Transaction.

         Section 4.16. Designation of Restricted and Unrestricted Subsidiaries.

         (a)      The Board of Directors may designate any Restricted Subsidiary
to be an Unrestricted Subsidiary if that designation (which would constitute an
Investment in such Subsidiary) would not result in a breach of Section 4.10 or
otherwise 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 properly designated will be deemed to be in Investment made as of the
time of the designation and will reduce the amount available for Restricted
Payments under Section 4.10(a) or 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 also may designate any Subsidiary of
the Company to be an Unrestricted Subsidiary if:

                           (i)  the Subsidiary to be so designated does not own
                  any Capital Stock or Debt of, or own or hold any Lien on any
                  Property of, the Company or any other Restricted Subsidiary,
                  and

                           (ii) either:

                                       57

                                    (A) the Subsidiary to be so designated has
                           total assets of $5,000 or less, or

                                    (B) such designation is effective
                           immediately upon such entity becoming a Subsidiary of
                           the Company.

         (b)      Unless so designated as an Unrestricted Subsidiary, any Person
that becomes a Subsidiary of the Company will be classified as a Restricted
Subsidiary; provided, however, that such Subsidiary shall not be designated a
Restricted Subsidiary and shall be automatically classified as an Unrestricted
Subsidiary if either of the requirements set forth in clauses (c)(i) and (ii) of
this Error! Reference source not found. will not be satisfied after giving pro
forma effect to such classification or if such Person is a Subsidiary of an
Unrestricted Subsidiary.

         (c)      The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma
effect to such designation,

                           (i) the Company could Incur at least $1.00 of
                  additional Debt pursuant to Error! Reference source not
                  found., and

                           (ii) no Default or Event of Default shall have
                  occurred and be continuing or would result therefrom.

         (d)      Any such designation or redesignation by the Board of
Directors will be evidenced to the Trustee by filing with the Trustee a Board
Resolution giving effect to such designation or redesignation and an Officer's
Certificate that:

                        (i)  certifies that such designation or redesignation
                  complies with the foregoing provisions, and

                        (ii) gives the effective date of such designation or
                  redesignation,

such filing with the Trustee to occur within 45 days after the end of the fiscal
quarter of the Company in which such designation or redesignation is made (or,
in the case of a designation or redesignation made during the last fiscal
quarter of the Company's fiscal year, within 90 days after the end of such
fiscal year).

         Section 4.17. Repurchase at the Option of Holders Upon a Change of
Control.

         (a)      Upon the occurrence of a Change of Control, each Holder of
Notes shall have the right to require the Company to repurchase all or any part
of such Holder's Notes pursuant to the offer described below (the "Change of
Control Offer") at a purchase price (the "Change of Control Purchase Price")
equal to 101% of the principal amount thereof, plus accrued and unpaid interest,
including Special Interest, if any, to the purchase date (subject to the right
of Holders on the relevant record date to receive interest due on the relevant
interest payment date).

         (b)      Within 30 days following any Change of Control, the Company
shall:

                        (i)  cause a notice of the Change of Control Offer to
                  be sent at least once to the Dow Jones News Service or a
                  similar business news service in the United States; and

                        (ii) send, by first-class mail, with a copy to the
                  Trustee, to each Holder of Notes, at such Holder's address
                  appearing in the Security Register, a notice stating:

                                    (1) that a Change of Control has occurred
                           and an offer is being made pursuant to this Section
                           4.17 and that all Notes timely tendered will be
                           accepted for payment;

                                       58

                                    (2) the Change of Control Purchase Price and
                           the purchase date, which shall be, subject to any
                           contrary requirements of applicable law, a Business
                           Day no earlier than 30 days nor later than 60 days
                           from the date such notice is mailed;

                                    (3) the circumstances and relevant facts
                           regarding the Change of Control (including
                           information with respect to pro forma historical
                           income, cash flow and capitalization after giving
                           effect to the Change of Control); and

                                    (4) the procedures that Holders of Notes
                           must follow in order to tender their Notes (or
                           portions thereof) for payment, and the procedures
                           that Holders of Notes must follow in order to
                           withdraw an election to tender Notes (or portions
                           thereof) for payment.

         (c)      The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to a Change
of Control Offer. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of this Error! Reference source not
found., the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this
Error! Reference source not found. by virtue of such compliance.

         Section 4.18. Future Subsidiary Guarantors.

         The Company shall cause (a) each Person that becomes a Domestic
Restricted Subsidiary following the Issue Date to execute and deliver to the
Trustee a Subsidiary Guaranty at the time such Person becomes a Domestic
Restricted Subsidiary excluding any Special Purpose Vehicle, and (b) any Foreign
Restricted Subsidiary that Guarantees any Debt of the Company or any Domestic
Restricted Subsidiary following the Issue Date to execute and deliver to the
trustee a Subsidiary Guaranty at the time of such guaranty.

         Section 4.19. Layered Debt.

         The Company shall not, and shall not permit any Restricted Subsidiary
that is a Subsidiary Guarantor to, Incur, directly or indirectly, any Debt that
is subordinate or junior in right of payment to any Senior Debt unless such Debt
is Senior Subordinated Debt or is expressly subordinated in right of payment to
Senior Subordinated Debt. In addition, no Restricted Subsidiary that is a
Subsidiary Guarantor shall Guarantee, directly or indirectly, any Debt of the
Company that is subordinate or junior in right of payment to any Senior Debt
unless such Guarantee is expressly subordinate in right of payment to, or ranks
pari passu with, the Subsidiary Guaranty of such Subsidiary Guarantor.

                                   ARTICLE 5.

                                   SUCCESSORS

         Section 5.01. Merger, Consolidation, or Sale of Property.

         (a)      The Company shall not merge, consolidate or amalgamate with or
into any other Person (other than a merger of a Wholly Owned Restricted
Subsidiary into the Company) or sell, transfer, assign, lease, convey or
otherwise dispose of all or substantially all its Property in any one
transaction or series of transactions unless:

                           (i)  the Company shall be the Surviving Person, or
                  the Surviving Person (if other than the Company) formed by
                  such merger, consolidation or amalgamation or to which such
                  sale, transfer, assignment, lease, conveyance or disposition
                  is made shall be a corporation organized and existing under
                  the laws of the United States of America, any State thereof or
                  the District of Columbia;

                           (ii) the Surviving Person (if other than the Company)
                  expressly assumes, by supplemental indenture, substantially in
                  the form of Exhibit F hereto, executed and delivered to the
                  Trustee by such Surviving Person, the due and punctual payment
                  of the principal of, and

                                       59

                  premium, if any, and interest on, all the Notes, according to
                  their tenor, and the due and punctual performance and
                  observance of all the covenants and conditions of this
                  Indenture to be performed by the Company;

                           (iii) in the case of a sale, transfer, assignment,
                  lease, conveyance or other disposition of all or substantially
                  all the Property of the Company, such Property shall have been
                  transferred as an entirety or virtually as an entirety to one
                  Person;

                           (iv)  immediately after giving effect to such
                  transaction or series of related transactions on a pro forma
                  basis (and treating, for purposes of this clause (iv) and
                  clauses (v) and (vi) of this Section 5.01(a) any Debt that
                  becomes, or is anticipated to become, an obligation of the
                  Surviving Person or any Restricted Subsidiary as a result of
                  such transaction or series of transactions as having been
                  Incurred by the Surviving Person or such Restricted Subsidiary
                  at the time of such transaction or series of transactions), no
                  Default or Event of Default shall have occurred and be
                  continuing;

                           (v)   immediately after giving effect to such
                  transaction or series of transactions on a pro forma basis,
                  the Company or the Surviving Person, as the case may be, would
                  be able to Incur at least $1.00 of additional Debt under
                  Section 4.09(a)(i)

                           (vi)  the Company shall deliver, or cause to be
                  delivered, to the Trustee an Officer's Certificate and an
                  Opinion of Counsel, each stating that such transaction and the
                  supplemental indenture, if any, in respect thereto comply with
                  this Section 5.01(a) and that all conditions precedent herein
                  provided for relating to such transaction or series of related
                  transactions have been satisfied.

         (b)      The Company shall not permit any Restricted Subsidiary that is
a Subsidiary Guarantor to merge, consolidate or amalgamate with or into any
other Person (other than a merger of a Wholly Owned Restricted Subsidiary into
such Subsidiary Guarantor) or sell, transfer, assign, lease, convey or otherwise
dispose of all or substantially all its Property in any one transaction or
series of related transactions unless:

                           (i)   in the case of a Subsidiary Guarantor that is a
                  Domestic Restricted Subsidiary, the Surviving Person (if not
                  such Subsidiary Guarantor) formed by such merger,
                  consolidation or amalgamation or to which such sale, transfer,
                  assignment, lease, conveyance or disposition is made shall be
                  a corporation organized and existing under the laws of the
                  United States of America, any State thereof or the District of
                  Columbia;

                           (ii)  the Surviving Person (if other than such
                  Subsidiary Guarantor) expressly assumes, by Subsidiary
                  Guaranty, executed and delivered to the Trustee by such
                  Surviving Person, the due and punctual performance and
                  observance of all the obligations of such Subsidiary Guarantor
                  under its Subsidiary Guaranty;

                           (iii) in the case of a sale, transfer, assignment,
                  lease, conveyance or other disposition of all or substantially
                  all the Property of such Subsidiary Guarantor, such Property
                  shall have been transferred as an entirety or virtually as an
                  entirety to one Person;

                           (iv)  immediately after giving effect to such
                  transaction or series of transactions on a pro forma basis
                  (and treating, for purposes of this clause (iv) and clauses
                  (v) and (vi) of this Section 5.01(b), any Debt that becomes,
                  or is anticipated to become, an obligation of the Surviving
                  Person, the Company or any Restricted Subsidiary as a result
                  of such transaction or series of transactions as having been
                  Incurred by the Surviving Person, the Company or such
                  Restricted Subsidiary at the time of such transaction or
                  series of transactions), no Default or Event of Default shall
                  have occurred and be continuing;

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               (v)    immediately after giving effect to such transaction or
          series of transactions on a pro forma basis, the Company would be able
          to Incur at least $1.00 of additional Debt under Section 4.09(a)(i);
          and

               (vi)   the Company shall deliver, or cause to be delivered, to
          the Trustee an Officer's Certificate and an Opinion of Counsel, each
          stating that such transaction and such Subsidiary Guaranty, if any, in
          respect thereto comply with this Section 5.01(b) and that all
          conditions precedent herein provided for relating to such transaction
          have been satisfied.

The foregoing clause (b) (other than clause (b)(iv)) shall not apply to any
transaction or series of related transactions which constitutes an Asset Sale if
the Company has complied with Section 4.12.

     Section 5.02. Successor Corporation Substituted.

     The Surviving Person shall succeed to, and be substituted for, and may
exercise every right and power of the Company under this Indenture (or of the
Subsidiary Guarantor under the Subsidiary Guaranty, as the case may be), but the
predecessor company in the case of:

     (a) a sale, transfer, assignment, conveyance or other disposition (unless
such sale, transfer, assignment, conveyance or other disposition is of all or
substantially all of the assets of the Company as an entirety or virtually as an
entirety), or

     (b) a lease,

shall not be released from any of the obligations or covenants under this
Indenture, including with respect to the payment of the Notes.

                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES

     Section 6.01. Events of Default.

     (a) Each of the following is an "Event of Default":

               (i)    failure to make the payment of any interest or Special
          Interest, if any, on the Notes issued under this Indenture when the
          same becomes due and payable, and such failure continues for a period
          of 30 days;

               (ii)   failure to make the payment of any principal of, or
          premium, if any, on, any of the Notes issued under this Indenture when
          the same becomes due and payable at their Stated Maturity, upon
          acceleration, redemption, required repurchase or otherwise;

               (iii)  failure to comply with Section 5.01.

               (iv)   failure to comply with any other covenant or agreement in
          the Notes or in this Indenture (other than a failure that is the
          subject of the foregoing clause (i), (ii) or (iii)), and such failure
          continues for 30 consecutive days after written notice is given to the
          Company as provided in clause (b) below;

               (v)    a default under any Debt by the Company or any Restricted
          Subsidiary that results in acceleration of the maturity of such Debt,
          or failure to pay any such Debt at maturity, in an aggregate amount
          greater than $20.0 million or its foreign currency equivalent at the
          time;

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               (vi)   any judgment or judgments for the payment of money in an
          aggregate amount in excess of $20.0 million (or its foreign currency
          equivalent at the time) (net of applicable insurance coverage) that
          shall be rendered against the Company or any Restricted Subsidiary by
          a court of competent jurisdiction and that judgment shall not be
          vacated, waived, satisfied or discharged for any period of 60
          consecutive days during which a stay of enforcement shall not be in
          effect;

               (vii)  the Company or any Restricted Subsidiary that is a
          Significant Subsidiary pursuant to or within the meaning of any
          Bankruptcy Law:

                          (1) commences a voluntary case,

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

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

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

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

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

                          (1) is for relief against the Company or any
                    Restricted Subsidiary that is a Significant Subsidiary in an
                    involuntary case,

                          (2) appoints a custodian of the Company or any
                    Restricted Subsidiary that is a Significant Subsidiary or
                    for all or substantially all of the property of the Company
                    or any Restricted Subsidiary that is a Significant
                    Subsidiary, or

                          (3) orders the liquidation of the Company or any
                    Restricted Subsidiary that is a Significant Subsidiary,

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

               (ix)   any Subsidiary Guaranty of one or more Restricted
          Subsidiaries that are Subsidiary Guarantors which by themselves or
          taken together would constitute a Significant Subsidiary ceases to be
          in full force and effect (other than in accordance with the terms of
          such Subsidiary Guaranty or this Indenture), or any Subsidiary
          Guarantor denies or disaffirms its obligations under its Subsidiary
          Guaranty relating to the Notes.

     (b) A Default under clause (a)(iv) is not an Event of Default in respect of
the Notes until the Trustee or the Holders of not less than 25% in aggregate
principal amount of Notes then outstanding notify the Company of the Default,
and the Company does not cure such Default within the time specified after
receipt of such notice. Such notice must specify the Default, demand that it be
remedied and state that such notice is a "Notice of Default."

     Section 6.02. Acceleration.

     (a) If an Event of Default (other than an Event of Default specified in
Section 6.01(a)(vii) or (a)(viii)), shall have occurred and be continuing, the
Trustee or the Holders of not less than 25% in aggregate principal amount of the
Notes then outstanding may declare (by written notice to the Company (and to the
Trustee if given by the Holders)) to be immediately due and payable the
principal amount of all the Notes then outstanding, plus accrued but unpaid
interest and Special Interest, if any, to the date of acceleration, in which
event all such amounts shall become immediately due and payable. In the case of
an Event of Default specified in Section 6.01(a)(vii) or

                                       62

(a)(viii), such amounts with respect to all the Notes will become due and
payable immediately without any declaration or other act on the part of the
Trustee or the Holders. Holders may not enforce this Indenture or the Notes
except as provided in this Indenture.

     (b) In the event of a declaration of acceleration of the Notes because an
Event of Default has occurred and is continuing as a result of the acceleration
of any Debt described in Section 6.01(a)(v), the declaration of acceleration of
the Notes shall be automatically annulled if the holders of any Debt described
in Section 6.01(a)(v) have rescinded the declaration of acceleration in respect
of such Debt within 30 days of the date of such declaration and if (i) the
annulment of the acceleration of the Notes would not conflict with any judgment
or decree of a court of competent jurisdiction, and (ii) all existing Events of
Default, except nonpayment of principal or interest on the Notes that became due
solely because of the acceleration of the Notes, have been cured or waived.

     Section 6.03. Other Remedies.

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

     (b) 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 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, if any, or interest, including Special
Interest, if any, on, the Notes; provided, however, that after any acceleration,
but before a judgment or decree based on acceleration is obtained by the
Trustee, the Holders of a majority in aggregate principal amount of the Notes
then outstanding may rescind and annul such acceleration if all Events of
Default, other than the nonpayment of accelerated principal, premium, if any, or
interest, including Special Interest, if any, have been cured or waived as
provided in this Indenture. 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.

     Subject to Section 7.01, in case an Event of Default shall occur and be
continuing, the Trustee will not be under any obligation to exercise any of its
rights or powers under this Indenture at the request or direction of any of the
Holders, unless such Holders shall have offered to the Trustee indemnity
reasonably satisfactory to the Trustee. Subject to Section 7.02(f), the Holders
of a majority in aggregate principal amount of the Notes then outstanding will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Notes. Notwithstanding the
foregoing, the Trustee may refuse to follow any direction that conflicts with
law or this Indenture or that may involve the Trustee in personal liability; and
the Trustee may take any action deemed proper by the Trustee that is not
inconsistent with such direction.

     Section 6.06. Limitation on Suits.

     (a) No Holder will have any right to institute any proceeding with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
remedy hereunder, unless:

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               (i)    such Holder has previously given to the Trustee written
          notice of a continuing Event of Default,

               (ii)   the Holders of at least 25% in aggregate principal amount
          of Notes then outstanding under this Indenture have made written
          request and offered indemnity reasonably satisfactory to the Trustee
          to institute such proceeding as trustee, and

               (iii)  the Trustee shall not have received from the Holders of a
          majority in aggregate principal amount of Notes then outstanding a
          direction inconsistent with such request and shall have failed to
          institute such proceeding within 60 days.

However, the preceding limitations do not apply to a suit instituted by a Holder
for enforcement of payment of the principal of, and premium, if any, or
interest, including Special Interest, if any, on, a Note on or after the
respective due dates expressed in such Note.

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

     Section 6.07. Rights of Holders to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal of, premium, if any, and interest,
including Special Interest, if any, on, a 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(a)(i) or (a)(ii) 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, premium, if any, and interest, including Special Interest, if any,
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 and
any other amounts due the Trustee under Section 7.07.

     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 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. 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 out of the
estate in any such proceeding, shall be denied for any reason, payment of the
same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

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     Section 6.10. Priorities.

     (a) Any money or other property collected by the Trustee pursuant to this
Article 6 or any money or other property otherwise distributable in respect of
the Company's or any Subsidiary Guarantor's obligations under this Indenture
shall be paid in the following order:

          First: to the Trustee, its agents and attorneys for amounts due under
Section 7.07, 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 for amounts due and unpaid on the Notes for
principal, premium, if any, and interest, including Special Interest, if any,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Notes for principal, premium, if any, and interest,
including Special Interest, if any, respectively; and

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

     (b) The Trustee may fix a record date and payment date for any payment to
Holders 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 pursuant to Section
6.07, 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
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

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

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

               (ii)   in the absence of bad faith on its part, the Trustee may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon certificates or
          opinions furnished to the Trustee and conforming to the requirements
          of this Indenture; however, in the case of any such certificates
          furnished to the Trustee which by any provision hereof are
          specifically required to be furnished to the Trustee, the Trustee
          shall examine the certificates and opinions to determine whether or
          not they conform to the requirements of this Indenture (but need not
          confirm or investigate the accuracy of mathematical calculations or
          other facts stated therein).

                                       65

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

               (i)    this clause (c) does not limit the effect of clause (b) of
          this Section 7.01;

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

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

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

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

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

     Section 7.02. 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
Officer's Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officer's Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its selection, and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection from liability
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon.

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

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

     (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an Officer of the Company and any Board Resolution shall be sufficient if
evidenced by a copy of such Board Resolution certified by an Officer of the
Company to have been duly adopted and in full force and effect on the date
thereof.

     (f) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders shall have offered to the Trustee security or
indemnity reasonably satisfactory to the Trustee 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 or be charged with
knowledge of any Default or Event of Default unless a Responsible Officer of the
Trustee shall have received from the Company, any Subsidiary Guarantor or any
other obligor upon the Notes or from any Holder written notice thereof at the
Corporate Trust

                                       66

Office of the Trustee, and such notice references the specific Default or Event
of Default, the Notes and this Indenture.

     (h) Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.

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

     (j) The Trustee shall have no duty to inquire as to the performance of the
Company's covenants herein.

     (k) The Trustee shall not be obligated to make any investigation into the
facts or matters stated in any document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
reasonably see fit.

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

     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. Any Agent may
do the same with like rights and duties. The Trustee is also subject to Sections
7.10 and 7.11.

     Section 7.04. Trustee's Disclaimer.

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

     Section 7.05. Notice of Defaults.

     If a Default or Event of Default occurs and is continuing and if it is
known to a Responsible Officer of the Trustee as provided in Section 7.02(g)
hereof, the Trustee shall mail to Holders a notice of the Default or Event of
Default within 90 days after it occurs unless such Default or Event of Default
has since been cured. Except in the case of a Default or Event of Default in
payment of principal of, premium, if any, or interest, including Special
Interest, if any, on, any Note, the Trustee may withhold notice of any
continuing Default or Event of Default if and so long as a committee of
Responsible Officers of the Trustee in good faith determines that withholding
the notice is in the interest of the Holders.

     Section 7.06. Reports by Trustee to Holders.

     (a) Within 60 days after each May 15 beginning with May 15, 2003, and for
so long as Notes remain outstanding, the Trustee shall mail to the Holders a
brief report dated as of such reporting date that complies with TIA (S) 313(a)
(but if no event described in TIA (S) 313(a) has occurred within the 12 months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA (S) 313(b)(2). The Trustee shall also transmit by mail all
reports as required by TIA (S) 313(c).

                                       67

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

     Section 7.07. Compensation and Indemnity.

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

     (b) The Company and each of the Subsidiary Guarantors shall indemnify,
defend and hold the Trustee and its directors, officers, employees and agents
(collectively with the Trustee, the "Indemnitees") harmless from and against
every loss, liability and expense, including without limitation damages, fines,
suits, actions, demands, penalties, costs, reasonable out-of-pocket or
incidental expenses, reasonable legal fees and expenses, the reasonable
allocated costs and expenses of in-house counsel and legal staff and the
reasonable costs and expenses of defending and preparing to defend against any
claim (collectively, the "Losses"), that may be imposed on, incurred by, or
asserted against, any Indemnitee for or in respect of the Trustee's (1)
execution and delivery of this Indenture, (2) compliance or attempted compliance
with or reliance, in each case in good faith, upon any instruction or other
direction upon which the Trustee is authorized to rely pursuant to the terms of
this Indenture and (3) performance under this Indenture, except in the case of
such performance only and with respect to any Indemnitee to the extent that the
Loss resulted from such Indemnitee's negligence, willful misconduct or bad
faith. The Trustee shall notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend, and
shall have the right to defend, the claim, and the Trustee shall cooperate in
the defense. The Trustee may have separate counsel, and the Company shall pay
the reasonable fees and expenses of such counsel. The Company need not pay for
any settlement made without its consent, which consent shall not be unreasonably
withheld.

     (c) The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture and the Notes and the
resignation or removal of the Trustee or any termination of this Indenture for
any reason. The Trustee's claims under this Section 7.07 shall have priority
over all other claims against the Company and the Subsidiary Guarantors under
this Indenture.

     (d) To secure the Company's payment and indemnification obligations in this
Section, the Trustee shall have a Lien prior to the Notes on all money or
property held or collected by the Trustee, except that held in trust to pay
principal of, premium, if any, and interest, including Special Interest, if any,
on, particular Notes. Such Lien and the Lien provided for in Section 6.09 shall
survive the satisfaction and discharge of this Indenture and the Notes and the
resignation or removal of the Trustee or any termination of this Indenture for
any reason.

     (e) In addition to and without prejudice to the rights provided to the
Trustee under any provision of this Indenture, when the Trustee incurs expenses
or renders services after an Event of Default specified in Section 6.01(a)(vii)
or (a)(viii) 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 shall comply with the provisions of TIA (S) 313(b)(2) to
the extent applicable.

     (g) For purposes of this Section 7.07, "Trustee" shall include any
predecessor Trustee; provided, however, that the negligence, willful misconduct
or bad faith of any Trustee hereunder shall not affect the rights of any other
Trustee hereunder.

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     Section 7.08. Replacement of Trustee.

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

     (b) The Trustee may resign in writing at any time upon 30 days' prior
notice to the Company 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:

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

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

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

               (iv)   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 shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

     (d) If a successor Trustee does not take office within 30 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 (at the expense of the Company) 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, 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 shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to any Lien provided for
in Sections 6.09 and 7.07; provided, however, that all sums owing to the Trustee
hereunder shall have been paid. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company's obligations under Section 7.07 and
the Liens herein provided for shall 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 Person, the
successor Person without any further act shall be the successor Trustee. As soon
as practicable, the successor Trustee shall mail a notice of its succession to
the Company and the Holders. Any such successor must nevertheless be eligible
and qualified under the provisions of Section 7.10.

     Section 7.10. Eligibility; Disqualification.

     (a) There shall at all times be a Trustee hereunder that is a Person
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 $50,000,000
as set forth in its most recent published annual report of condition.

                                       69

     (b) This Indenture shall always have a Trustee who satisfies the
requirements of Section 310(a)(1), (2) and (5) of the TIA. If the Trustee has or
shall acquire any "conflicting interest" within the meaning of Section 310(b) of
the TIA, the Trustee and the Company shall comply with the provisions of Section
310(b) of the TIA; provided, however, that there shall be excluded from the
operation of Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
Section 310(b)(1) of the TIA are met. If at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section 7.10, the Trustee
shall resign immediately in the manner and with the effect hereinbefore
specified in this Article Seven. Nothing herein shall prevent the Trustee from
filing with the Commission the application referred to in the second to last
paragraph of Section 310(b) of the TIA.

     Section 7.11. Preferential Collection of Claims Against Company.

     The Trustee is subject to TIA (S) 311(a), excluding any creditor
relationship listed in TIA (S) 311(b). A Trustee who has resigned or been
removed shall be subject to TIA (S) 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 its option and at any time, elect to have either
Section 8.02 or 8.03 be applied to all outstanding Notes upon compliance with
the conditions set forth below in this Article 8.

     Section 8.02. Legal Defeasance.

     Upon the Company's exercise under Section 8.01 of the option applicable to
this Section 8.02, subject to the satisfaction of the conditions set forth in
Section 8.04, the Company shall be deemed to have been discharged from its
obligations with respect to all outstanding Notes, and each Subsidiary Guarantor
shall be deemed to have been discharged from its obligations with respect to its
Subsidiary Guaranty, on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that
the Company shall be deemed to have paid and discharged the entire Debt
represented by the outstanding Notes, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 and the other Sections of
this Indenture referred to in (a) and (b) below, and to have satisfied all its
other obligations under such Notes and this Indenture, and each Subsidiary
Guarantor shall be deemed to have satisfied all its obligations under its
Subsidiary Guaranty and this Indenture (and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which shall survive until otherwise
terminated or discharged hereunder: (a) the rights of Holders of outstanding
Notes to receive solely from the trust fund described in Section 8.04, and as
more fully set forth in such Section, payments in respect of the principal of,
premium, if any, and interest, including Special Interest, if any, on, such
Notes when such payments are due, (b) the Company's obligations with respect to
such Notes under Article 2 and Section 4.02, (c) the rights, powers, trusts,
privileges and immunities of the Trustee hereunder and the Company's obligations
in connection therewith and (d) this Article 8. If the Company exercises under
Section 8.01 the option applicable to this Section 8.02, subject to the
satisfaction of the conditions set forth in Section 8.04, payment of the Notes
may not be accelerated because of an Event of Default. 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.

     Section 8.03. Covenant Defeasance.

     Upon the Company's exercise under Section 8.01 of the option applicable to
this Section 8.03, the Company shall, subject to the satisfaction of the
conditions set forth in Section 8.04, be released from its obligations under the
covenants contained in Sections 4.03, 4.04(b), 4.05, 4.09 through 4.18 and 4.20
through 4.21, and the limitations of Section 5.01(a)(v), (a)(vi), (b)(v) and
(b)(vi), with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.04 are satisfied (hereinafter, "Covenant
Defeasance"), and the Notes shall

                                       70

thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01, but, except as
specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby. If the Company exercises under Section 8.01 the option
applicable to this Section 8.03, subject to the satisfaction of the conditions
set forth in Section 8.04, payment of the Notes may not be accelerated because
of an Event of Default specified in Section 6.01 (a)(iv) (with respect to the
covenants contained in Sections 4.03, 4.04(b), 4.05 and 4.09 through 4.18,
(a)(v), (a)(vi), (a)(vii), (a)(viii), and (a)(ix) (but in the case of clauses
(a)(vii) and (a)(viii), with respect to Restricted Subsidiaries that are
Significant Subsidiaries only). If the Company exercises its Covenant Defeasance
option, each Subsidiary Guarantor will be released from all its obligations
under its Subsidiary Guaranty.

         Section 8.04. Conditions to Legal or Covenant Defeasance.

         The Legal Defeasance option or Covenant Defeasance option may be
exercised only if:

         (a) the Company irrevocably deposits in trust with the Trustee money or
U.S. Government Obligations for the payment of principal of, and interest, or
Special Interest, if any, on, the Notes to be defeased to maturity or
redemption, as the case may be;

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

         (c) no Default or Event of Default has occurred and is continuing on
the date of such deposit and after giving effect thereto;

         (d) such deposit does not constitute a default under any other
agreement or instrument binding on the Company;

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

         (f) in the case of the Legal Defeasance option, the Company delivers to
the Trustee an Opinion of Counsel stating that:

                           (i)  the Company has received from the Internal
                  Revenue Service a ruling, or

                           (ii) since the date of this Indenture there has been
                  a change in the applicable federal income tax law, to the
                  effect, in either case, that, and based thereon such Opinion
                  of Counsel shall confirm that, the Holders of the Notes to be
                  defeased will not recognize income, gain or loss for federal
                  income tax purposes as a result of such defeasance and will be
                  subject to federal income tax on the same amounts, in the same
                  manner and at the same time as would have been the case if
                  such defeasance had not occurred;

         (g) in the case of the Covenant Defeasance option, the Company delivers
to the Trustee an Opinion of Counsel to the effect that the Holders of the Notes
to be defeased will not recognize income, gain or loss for federal

                                       71

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;
and

         (h) the Company delivers to the Trustee an Officer's Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
and discharge of the Notes to be defeased have been complied with as required by
this Indenture.

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

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

         (b) The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the cash or U.S. Government
Obligations deposited pursuant to Section 8.04 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.

         (c) Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or U.S. Government Obligations held by it as provided
in Section 8.04 which, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the certification delivered under
Section 8.04(b)), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

         (d) Nothing in this Article 8 shall be deemed to discharge the
obligations of the Company under Section 7.07.

         Section 8.06. Repayment to Company.

         Subject to applicable escheat and abandoned property laws, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium, if any, or interest,
including Special Interest, if any, on, any Note and remaining unclaimed for two
years after such principal, premium, if any, or interest, including Special
Interest, if any, has become due and payable shall be paid to the Company or (if
then held by the Company) shall be discharged from such trust; and the Holder
shall thereafter, as an unsecured creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in The New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining shall be repaid to the Company. Any unclaimed funds held by the
Indenture pursuant to this Section 8.06 or any other provision of this Indenture
shall be uninvested and without any liability for interest.

         Section 8.07. Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or U.S. Government Obligations in accordance with Section 8.02 or 8.03,
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

                                       72

obligations under this Indenture and the Notes and each Subsidiary Guarantor's
obligations under this Indenture and its Subsidiary Guaranty shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.02 or
8.03 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, as the case may be;
provided, however, that, if the Company or any Subsidiary Guarantor makes any
payment of principal of, premium, if any, or interest, including Special
Interest, if any, on, any Note following the reinstatement of its obligations,
then it shall be subrogated to the rights of the Holders 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.

         (a) Notwithstanding Section 9.02 of this Indenture, the Company, the
Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or
the Notes without the consent of any Holder to:

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

                           (ii)   provide for the assumption by a successor
                  corporation of the obligations of the Company under this
                  Indenture pursuant to Article 5;

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

                           (iv)   add additional Guarantees with respect to the
                  Notes or to release Subsidiary Guarantors from Subsidiary
                  Guaranties as provided by the terms of this Indenture;

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

                           (vi)   make any change that does not adversely affect
                  the rights of any Holder of the Notes under this Indenture;

                           (vii)  make any change to the subordination
                  provisions of this Indenture that would limit or terminate the
                  benefits available to any holder of Senior Debt under such
                  provisions;

                           (viii) comply with any requirement of the Commission
                  in connection with the qualification of this Indenture under
                  the TIA; or

                           (ix)   provide for the issuance of Additional Notes
                  in accordance with this Indenture.

         (b) Upon the request of the Company accompanied by a Board Resolution
of the Board of Directors authorizing the execution of any such amendment of or
supplement to this Indenture, and upon receipt by the Trustee of the documents
described in Section 9.07, the Trustee shall join with the Company and the
Subsidiary Guarantors in the execution of any amendment of or supplement to this
Indenture authorized or permitted by the terms of this Indenture and to make any
further appropriate agreements and stipulations that may be therein contained,
unless such amendment of or supplement to this 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 shall not be obligated to,
enter into such amendment of or supplement to this Indenture.

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         Section 9.02. With Consent of Holders of Notes.

         (a) Except as provided in Section 9.02(f), the Company, the Subsidiary
Guarantors and the Trustee may amend or supplement this Indenture and the Notes
with the consent of the Holders of at least a majority in aggregate principal
amount of the Notes, including Additional Notes, if any, then outstanding voting
as a single class (including consents obtained in connection with a tender offer
or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07, any
existing Default or Event of Default or compliance with any provision of this
Indenture or the Notes may be waived with the consent of the Holders of at least
a majority in aggregate principal amount of the Notes, including Additional
Notes, if any, then outstanding voting as a single class (including consents
obtained in connection with a tender offer or exchange offer for the Notes).

         (b) Upon the request of the Company accompanied by a Board Resolution
of the Board of Directors authorizing the execution of any such amendment of or
supplement to this Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 9.07, the
Trustee shall join with the Company in the execution of such amendment of or
supplement to this Indenture unless such amendment of or supplement to this
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 shall not be obligated to, enter into such amendment of or supplement to
this Indenture.

         (c) The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date, provided that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

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

         (e) After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders to such Holder's address
appearing in the Security Register a notice briefly describing the amendment,
supplement or waiver. Any failure of the Company to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such amendment of or supplement to this Indenture or waiver.

         (f) Without the consent of each Holder of an outstanding Note under
this Indenture, no amendment, supplement or waiver under this Section 9.02 may:

                           (i)   reduce the amount of Notes whose Holders must
                  consent to an amendment, supplement or waiver under this
                  Indenture,

                           (ii)  reduce the rate of, or extend the time for
                  payment of, interest, or Special Interest, if any, on any Note
                  issued under this Indenture,

                           (iii) reduce the principal of, or extend the Stated
                  Maturity of, any Note issued under this Indenture,

                           (iv)  make any Note payable in money other than that
                  stated in the Note,

                           (v)   impair the right of any Holder of the Notes to
                  receive payment of principal and interest, including Special
                  Interest, if any, on, such Holder's Notes on or after the due
                  dates therefor or to institute suit for the enforcement of any
                  payment on or with respect to such Holder's Notes or any
                  Subsidiary Guaranty,

                                       74

                           (vi)   release any security interest that may have
                  been granted in favor of the Holders of the Notes under this
                  Indenture other than pursuant to the terms of such security
                  interest,

                           (vii)  reduce the premium payable upon the redemption
                  of any Note or change the time at which any Note may be
                  redeemed pursuant Section 3.07,

                           (viii) reduce the premium payable upon a Change of
                  Control or, at any time after a Change of Control has
                  occurred, change the time at which the Change of Control Offer
                  must be made or at which the Notes must be repurchased
                  pursuant to such Change of Control Offer,

                           (ix)   at any time after the Company is obligated to
                  make an offer pursuant to Section 4.13, change the time at
                  which such offer must be made or at which the Notes must be
                  repurchased pursuant thereto,

                           (x)    make any change to the subordination
                  provisions of this Indenture that would adversely affect the
                  Holders of the Notes, or

                           (xi)   make any change in any Subsidiary Guaranty
                  that would adversely affect the holders of the Notes under
                  this Indenture.

         Section 9.03. With Consent of Holders of Senior Debt.

         No amendment or supplement may be made to the subordination provisions
of this Indenture that adversely affects the rights of any holder of Senior Debt
then outstanding unless the holders of such Senior Debt (or their
Representative) consents to such change.

         Section 9.04. Compliance with Trust Indenture Act.

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

         Section 9.05. Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder 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 or
subsequent Holder 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 9.06. Notation on or Exchange of Notes.

         (a) 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.

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

         Section 9.07. Trustee to Sign Amendments, etc.

         The Trustee shall sign any amendment of or supplement to this 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.
The Company may not sign an amendment or supplemental indenture until the Board
of Directors approves it. In executing any amendment of or supplement to this
Indenture, the Trustee shall be entitled to receive

                                       75

and (subject to Section 7.01) shall be fully protected in relying upon an
Officer's Certificate and an Opinion of Counsel stating that the execution of
such amendment of or supplement to this Indenture is authorized or permitted by
this Indenture.

                                  ARTICLE 10.

                              SUBSIDIARY GUARANTIES

         Section 10.01. Subsidiary Guaranty.

         (a) Subject to this Article 10, each of the Subsidiary Guarantors
hereby, jointly and severally, unconditionally Guarantees to each Holder of a
Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Notes or the obligations of the Company hereunder or thereunder:
(a) the punctual payment in full of the principal of, premium, if any, and
interest, including Special Interest, if any, on, the Notes when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on overdue
principal of, premium, if any, and interest, including Special Interest, if any
on, the Notes, if lawful, and the punctual performance or payment in full of all
other Obligations of the Company to the Holders or the Trustee hereunder and
thereunder when due, all in accordance with the terms hereof and thereof; 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 shall be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at Stated Maturity, by acceleration or otherwise. Failing payment when due of
any amount so Guaranteed or any performance so Guaranteed for whatever reason,
the Subsidiary Guarantors shall be jointly and severally obligated to pay the
same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of
payment and not a guarantee of collection.

         (b) Each Subsidiary Guarantor hereby agrees that its Obligations with
regard to this Subsidiary Guaranty shall be absolute and unconditional,
irrespective of the validity or enforceability of the Notes or the Obligations
of the Company under this Indenture, the absence of any action to enforce the
same, any waiver, modification or indulgence granted to the Company with respect
to the same by the Holders or the Trustee, the recovery of any judgment against
the Company or any other obligor with respect to this Indenture, the Notes or
the Obligations of the Company under this Indenture or the Notes, any action to
enforce the same or any other circumstances (other than complete performance)
which might otherwise constitute a legal or equitable discharge or defense of a
Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted
by law, waives and relinquishes all claims, rights and remedies accorded by
applicable law to guarantors and agrees not to assert or take advantage of any
such claims, rights or remedies, including but not limited to: (i) any right to
require any of the Trustee, the Holders or the Company (each a "Benefited
Party"), as a condition of payment or performance by such Subsidiary Guarantor,
to (1) proceed against the Company, any other guarantor (including any other
Subsidiary Guarantor) of the Obligations under the Subsidiary Guaranties or any
other Person, (2) proceed against or exhaust any security held from the Company,
any such other guarantor or any other Person, (3) proceed against or have resort
to any balance of any deposit account or credit on the books of any Benefited
Party in favor of the Company or any other Person, or (4) pursue any other
remedy in the power of any Benefited Party whatsoever; (ii) any defense arising
by reason of the incapacity, lack of authority or any disability or other
defense of the Company including any defense based on or arising out of the lack
of validity or the unenforceability of the Obligations under the Subsidiary
Guaranties or any agreement or instrument relating thereto or by reason of the
cessation of the liability of the Company from any cause other than payment in
full of the Obligations under the Subsidiary Guaranties; (iii) any defense based
upon any statute or rule of law which provides that the Obligation of a surety
must be neither larger in amount nor in other respects more burdensome than that
of the principal; (iv) any defense based upon any Benefited Party's errors or
omissions in the administration of the Obligations under the Subsidiary
Guaranties, except behavior which amounts to bad faith; (v)(1) any principles or
provisions of law, statutory or otherwise, which are or might be in conflict
with the terms of the Subsidiary Guaranties and any legal or equitable discharge
of such Subsidiary Guarantor's Obligations hereunder, (2) the benefit of any
statute of limitations affecting such Subsidiary Guarantor's liability hereunder
or the enforcement hereof, (3) any rights to set-offs, recoupments and
counterclaims and (4) promptness, diligence and any requirement that any
Benefited Party protect, secure, perfect or insure any security interest or Lien
on any Property subject thereto; (vi) notices, demands, presentations, protests,
notices of protest, notices of dishonor and notices of any action or inaction,
including acceptance of the Subsidiary Guaranties, notices of default under the
Notes or any agreement or instrument related thereto, notices of any renewal,
extension or

                                       76

modification of the Obligations under the Subsidiary Guaranties or any agreement
related thereto, and notices of any extension of credit to the Company and any
right to consent to any thereof; (vii) to the extent permitted under applicable
law, the benefits of any "One Action" rule; and (viii) any defenses or benefits
that may be derived from or afforded by law which limit the liability of or
exonerate guarantors or sureties, or which may conflict with the terms of the
Subsidiary Guaranties. Each Subsidiary Guarantor hereby covenants that its
Subsidiary Guaranty shall not be discharged except as provided in Section 10.05
or by complete performance of the Obligations contained in its Subsidiary
Guaranty and this Indenture.

         (c) If any Holder or the Trustee is required by any court or otherwise
to return to the Company, the Subsidiary Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
the Subsidiary Guarantors, any amount paid by either to the Trustee or such
Holder, this Subsidiary Guaranty, to the extent theretofore discharged, shall be
reinstated in full force and effect.

         (d) Each Subsidiary Guarantor agrees that it shall 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 Subsidiary Guarantor further agrees that, as between the
Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the
other hand, (i) the maturity of the Obligations Guaranteed hereby may be
accelerated as provided in Article 6 for the purposes of this Subsidiary
Guaranty, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the Obligations Guaranteed hereby and (ii) in
the event of any declaration of acceleration of such Obligations as provided in
Article 6, such Obligations (whether or not due and payable) shall forthwith
become due and payable by such Subsidiary Guarantor for the purpose of this
Subsidiary Guaranty. Each Subsidiary Guarantor that makes a payment or
distribution under a Subsidiary Guaranty shall be entitled to a contribution
from each other Subsidiary Guarantor and the Company in a pro rata amount based
on the proportion that the net worth of the Company or the relevant Subsidiary
Guarantor represents relative to the aggregate net worth of the Company and all
of the Subsidiary Guarantors combined.

         Section 10.02. Limitation on Subsidiary Guarantor Liability.

         Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder,
hereby confirms that it is the intention of all such parties that the Subsidiary
Guaranty of such Subsidiary Guarantor not constitute a fraudulent transfer or
conveyance for purposes of any federal or state law to the extent applicable to
any Subsidiary Guaranty. To effectuate the foregoing intention, the Trustee, the
Holders and the Subsidiary Guarantors hereby irrevocably agree that the
Obligations of such Subsidiary Guarantor under this Article 10 shall be limited
to the maximum amount as shall, after giving effect to such maximum amount and
all other contingent and fixed liabilities of such Subsidiary Guarantor that are
relevant under such laws, including, if applicable, its Guarantee of all
Obligations under the Senior Credit Facility, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Subsidiary Guarantor in respect of the Obligations of such
other Subsidiary Guarantor under this Article 10, result in the Obligations of
such Subsidiary Guarantor under its Subsidiary Guaranty not constituting a
fraudulent transfer or conveyance under federal or state law.

         Section 10.03. Execution and Delivery of Subsidiary Guaranty.

         (a) To evidence its Subsidiary Guaranty set forth in this Article 10,
each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary
Guaranty in substantially the form included in Exhibit E shall be endorsed by
the manual or facsimile signature of an Officer of such Subsidiary Guarantor on
each Note authenticated and delivered by the Trustee and that this Indenture
shall be executed on behalf of such Subsidiary Guarantor by the manual or
facsimile signature of an Officer of the Subsidiary Guarantor.

         (b) Each Subsidiary Guarantor hereby agrees that its Subsidiary
Guaranty set forth in Section 10.01 hereof shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Subsidiary Guaranty.

         (c) If an Officer whose signature is on this Indenture or on the
notation of Subsidiary Guaranty no longer holds that office at the time the
Trustee authenticates the Note on which a notation of Subsidiary Guaranty is
endorsed, the Subsidiary Guaranty shall be valid nevertheless.

                                       77

         (d) The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Subsidiary Guaranty set
forth in this Indenture on behalf of each Subsidiary Guarantor.

         Section 10.04. Additional Subsidiary Guarantors.

         The Company covenants and agrees that it will cause any Person which
becomes obligated to Guarantee the Notes pursuant to the terms of Error!
Reference source not found. hereof to execute a supplemental indenture,
substantially in the form of Exhibit F hereto, pursuant to which such Subsidiary
Guarantor shall Guarantee the Obligations of the Company under the Notes and
this Indenture in accordance with this Article 10 with the same effect and to
the same extent as if such Person had been named herein as a Subsidiary
Guarantor.

         Section 10.05. Release of Subsidiary Guarantor.

         A Subsidiary Guarantor shall be released from all of its Obligations
under its Subsidiary Guaranty and this Indenture if:

         (a) the Company or such Subsidiary Guarantor has sold all or
substantially all of the assets of such Subsidiary Guarantor; or

         (b) the Company and its Restricted Subsidiaries have sold all of the
Capital Stock of the Subsidiary Guarantor owned by them,

in each case in a transaction that does not violate Sections 4.13 or 5.01(b) (as
applicable); and in each such case, the Subsidiary Guarantor has delivered to
the Trustee an Officer's Certificate and an Opinion of Counsel, each stating
that all conditions precedent herein, if any, provided for relating to such
transactions have been complied with.

Notwithstanding the foregoing, upon designation of a Restricted Subsidiary as an
Unrestricted Subsidiary in compliance with Error! Reference source not found.,
such Restricted Subsidiary shall, by execution and delivery of a supplemental
indenture, substantially in the form of Exhibit F hereto, be released from any
Subsidiary Guaranty previously made by such Restricted Subsidiary and its
obligations under this Indenture.

                                   ARTICLE 11.

                                  SUBORDINATION

         Section 11.01. Agreement to Subordinate.

         The Company agrees, and each Holder by accepting a Note agrees, that
the payment of principal of, premium, if any, and interest, including Special
Interest, if any, on, and all other amounts payable in respect of, the Notes is
subordinated in right of payment, to the extent and in the manner provided in
this Article 11, to the payment when due in cash of all Senior Debt of the
Company and that the subordination is for the benefit of and enforceable by the
holders of such Senior Debt. The Notes shall in all respects rank pari passu
with any future Senior Subordinated Debt and senior to all existing and future
Subordinated Obligations of the Company, and only Senior Debt shall rank senior
to the Notes in accordance with the provisions set forth herein. All provisions
of this Article 11 shall be subject to Section 11.12. All references to "Senior
Debt" in this Article 11 are to Senior Debt of the Company.

         Section 11.02. Liquidation, Dissolution, Bankruptcy.

                  Upon any payment or distribution of the assets of the Company
to creditors upon a total or partial liquidation, dissolution or winding up of
the Company or in a bankruptcy, reorganization, insolvency, receivership or
similar proceeding relating to the Company or its Property or upon an assignment
for the benefit of the Company's creditors or the marshaling of its asset and
liabilities,

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                           (i)  the holders of Senior Debt will be entitled to
                  receive payment in full in cash before the Holders of the
                  Notes are entitled to receive any payment of principal of,
                  premium, if any, or interest, or any other amount payable in
                  respect of, the Notes, except that Holders of Notes may
                  receive and retain Permitted Junior Securities; and

                           (ii) until the Senior Debt is paid in full in cash,
                  any distribution to which Holders of the Notes would be
                  entitled but for the provisions of this Article 11 will be
                  made to holders of the Senior Debt as their interests may
                  appear.

         Section 11.03. Default on Senior Debt.

         The Company may not pay principal of, or premium, if any, or interest,
including Special Interest, if any, on, the Notes, or make any deposit pursuant
to Section 8.04, and may not repurchase, redeem or otherwise retire any Notes
(collectively, "pay the Notes") if (a) any principal, premium, interest or any
other amount payable in respect of any Senior Debt is not paid within any
applicable grace period (including at maturity) or (b) any other default on
Senior Debt occurs and the maturity of such Senior Debt is accelerated in
accordance with its terms unless, in either case, (1) the default has been cured
or waived and any such acceleration has been rescinded or (2) such Senior Debt
has been paid in full in cash; provided, however, that the Company may pay the
Notes without regard to the foregoing if the Company and the Trustee receive
written notice approving such payment from the Representative of such issue of
Senior Debt. During the continuance of any default (other than a default
described in clause (a) or (b) of the preceding sentence) with respect to any
Designated Senior Debt pursuant to which the maturity thereof may be accelerated
immediately without further notice (except any notice required to effect the
acceleration) or the expiration of any applicable grace period, the Company may
not pay the Notes for a period (a "Payment Blockage Period") commencing upon the
receipt by the Company and the Trustee at the Corporate Trust Office of the
Trustee of written notice of such default from the Representative of the holders
of such Designated Senior Debt specifying an election to effect a Payment
Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter
(unless such Payment Blockage Notice is earlier terminated (a) by written notice
to the Trustee and the Company from the Representative that gave such Payment
Blockage Notice, (b) because such default is no longer continuing or (c) because
such Designated Senior Debt has been repaid in full in cash). Unless the holders
of such Designated Senior Debt or the Representative of such holders have
accelerated the maturity of such Designated Senior Debt and not rescinded such
acceleration, the Company may (unless otherwise prohibited as described in the
first two sentences of this paragraph) resume payments on the Notes after the
end of such Payment Blockage Period. Not more than one Payment Blockage Notice
with respect to all issues of Designated Senior Debt may be given in any
consecutive 360-day period, irrespective of the number of defaults with respect
to one or more issues of Designated Senior Debt during such period.

         Section 11.04. Acceleration of Payment of Securities.

         If payment of the Notes is accelerated when Designated Senior Debt is
outstanding, the Company may not pay the Notes until three Business Days after
the Representatives of all issues of Designated Senior Debt receive notice of
 such acceleration and, thereafter, may pay the Notes only if this Indenture
otherwise permits payment at that time.

         Section 11.05. When Distribution Must Be Paid Over.

         If a payment or distribution is made to Holders that because of this
Article 11 should not have been made to them, the Trustee, if it receives such
payment or distribution, or the Holders who receive the payment or distribution
shall hold it in trust for holders of Senior Debt and pay it over to them as
their interests may appear.

         Section 11.06. Subrogation.

         After all Senior Debt is paid in full and until the Notes are paid in
full, Holders shall be subrogated to the rights of holders of Senior Debt to
receive distributions applicable to Senior Debt. A distribution made under this
Article 11 to holders of Senior Debt that otherwise would have been made to
Holders is not, as between the Company and Holders, a payment by the Company on
such Senior Debt.

                                       79

         Section 11.07. Relative Rights.

         This Article 11 defines the relative rights of Holders and holders of
Senior Debt. Nothing in this Indenture shall:

         (a) impair, as between the Company and Holders, the obligation of the
Company, which is absolute and unconditional, to pay principal of, premium, if
any, and interest, including Special Interest, if any, on, the Notes in
accordance with their terms; or

         (b) prevent the Trustee or any Holder from exercising its available
remedies upon an Event of Default, subject to the rights of holders of Senior
Debt to receive distributions otherwise payable to Holders.

         Section 11.08. Subordination May Not Be Impaired by Company.

         No right of any holder of Senior Debt to enforce the subordination of
the Debt evidenced by the Notes shall be impaired by any act or failure to act
by the Company or by its failure to comply with this Indenture.

         Section 11.09. Rights of Trustee and Paying Agent.

         Notwithstanding Section 11.03 or any other provision of this Indenture,
the Trustee or Paying Agent may continue to make payments on the Notes and shall
not be charged with knowledge of the existence of facts that would prohibit the
making of any such payments unless, not less than three Business Days prior to
the date of such payment, a Responsible Officer of the Trustee receives at the
Corporate Trust Office of the Trustee written notice satisfactory to it that
payments may not be made under this Article 11. Unless the Trustee or Paying
Agent shall have received the notice provided for in the preceding sentence, the
Trustee and Paying Agent (other than the Company acting as its own Paying Agent)
shall have full power and authority to receive such payment and to apply the
same to the purpose for which it was received, and shall not be affected by any
notice to the contrary which may be received by it on or after such date. The
Company, the Registrar or co-registrar, the Paying Agent, a Representative or a
holder of Senior Debt may give the notice; provided, however, that, if an issue
of Senior Debt has a Representative, only the Representative may give the
notice.

         The Trustee in its individual or any other capacity may hold Senior
Debt with the same rights it would have if it were not Trustee. The Registrar
and co-registrar and the Paying Agent may do the same with like rights. The
Trustee shall be entitled to all the rights set forth in this Article 11 with
respect to any Senior Debt that may at any time be held by it, to the same
extent as any other holder of such Senior Debt; and nothing in Article 7 shall
deprive the Trustee of any of its rights as such holder. Nothing in this Article
11 shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 7.07.

         Section 11.10. Distribution or Notice to Representative.

         Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative (if any).

         Section 11.11. Article 11 Not to Prevent Events of Default or Limit
Right to Accelerate.

         Nothing in this Article 11 shall prevent an Event of Default in
accordance with Article 6 or have any effect on the right of the Holders or the
Trustee to accelerate the maturity of the Notes or to exercise the rights and
remedies in Article 6.

         Section 11.12. Trust Moneys Not Subordinated.

         Notwithstanding anything contained herein to the contrary, payments
from money or the proceeds of U.S. Government Obligations held in trust under
Article 8 by the Trustee for the payment of principal of and interest on the
Notes shall not be subordinated to the prior payment of any Senior Debt or
subject to the restrictions set forth in

                                       80

this Article 11, and neither the Trustee nor any of the Holders shall be
obligated to pay over any such amount to the Company or any holder of Senior
Debt or any other creditor of the Company.

         Section 11.13. Trustee Entitled to Rely.

         Upon any payment or distribution pursuant to this Article 11, the
Trustee and the Holders shall be entitled conclusively to rely (a) upon any
order or decree of a court of competent jurisdiction in which any proceedings of
the nature referred to in Section 11.02 are pending, (b) upon a certificate of
the liquidating trustee or agent or other Person making such payment or
distribution to the Trustee or to the Holders or (c) upon the Representative for
the holders of Senior Debt for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of Senior Debt and
other Debt of the Company, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article 11. In the event that the Trustee determines, in good faith, that
evidence is required with respect to the right of any Person as a holder of
Senior Debt to participate in any payment or distribution pursuant to this
Article 11, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such Senior Debt held
by such Person, the extent to which such Person is entitled to participate in
such payment or distribution and other facts pertinent to the rights of such
Person under this Article 11, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment. The provisions of Section
7.01 and 7.02 shall be applicable to all actions or omissions of actions by the
Trustee pursuant to this Article 11.

         Section 11.14. Trustee to Effectuate Subordination.

         Each Holder by accepting a Note authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to acknowledge
or effectuate the subordination between the Holders and the holders of Senior
Debt as provided in this Article 11 and appoints the Trustee as attorney-in-fact
for any and all such purposes.

         Section 11.15. Trustee Not Fiduciary for Holders of Senior Debt.

         (a) The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt and shall not be liable to any such holders if it shall
mistakenly pay over or distribute to Holders or the Company or any other Person,
money or assets to which any holders of Senior Debt shall be entitled by virtue
of this Article 11 or otherwise.

         (b) The Trustee shall have no obligation or duty to inquire as to the
capacity of any Representative (or purported Representative) for purposes of
determining compliance with this Article 11.

         Section 11.16. Reliance by Holders of Senior Debt on Subordination
Provisions.

         Each Holder by accepting a Note acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Debt, whether such Senior Debt
was created or acquired before or after the issuance of the Note, to acquire and
continue to hold, or to continue to hold, such Senior Debt and such holder of
such Senior Debt shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Debt.

                                   ARTICLE 12.

                     SUBORDINATION OF SUBSIDIARY GUARANTEES

         Section 12.01. Agreement to Subordinate.

         Each Subsidiary Guarantor agrees, and each Holder by accepting a Note
agrees, that the Obligations of such Subsidiary Guarantor are subordinated in
right of payment, to the extent and in the manner provided in this Article 12,
to the payment when due in cash of all Senior Debt of such Subsidiary Guarantor
and that the subordination is for the benefit of and enforceable by the holders
of such Senior Debt. The Obligations of a

                                       81

Subsidiary Guarantor shall in all respects rank pari passu with any future
Senior Subordinated Debt of such Subsidiary Guarantor and senior to all existing
and future Subordinated Obligations of such Subsidiary Guarantor, and only
Senior Debt shall rank senior to the Obligations of such Subsidiary Guarantor in
accordance with the provisions set forth herein. All references to "Obligations"
in this Article 12 are to Obligations of the Subsidiary Guarantors under the
Subsidiary Guaranties.

         Section 12.02. Liquidation, Dissolution, Bankruptcy.

         (a) Upon any payment or distribution of the assets of any Subsidiary
Guarantor to creditors upon a liquidation, dissolution or winding up of such
Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to such Subsidiary Guarantor or its
Property or upon an assignment for the benefit of the Subsidiary Guarantor's
creditors or the marshaling of its asset and liabilities, holders of Senior Debt
of such Subsidiary Guarantor shall be entitled to receive payment in full in
cash of such Senior Debt before Holders shall be entitled to receive any payment
pursuant to any Obligations of such Subsidiary Guarantor.

         (b) Until the Senior Debt of any Subsidiary Guarantor is paid in full
in cash, any distribution made by or on behalf of such Subsidiary Guarantor to
which Holders would be entitled but for this Article 12 shall be made to holders
of the Senior Debt as their interests may appear.

         Section 12.03. Default on Senior Debt of Subsidiary Guarantor.

         No Subsidiary Guarantor may make any payment pursuant to any of its
Obligations or repurchase, redeem or otherwise retire or defease any Notes or
other Obligations (collectively, "pay its Subsidiary Guaranty") if (a) any
principal, premium, interest or other amount payable in respect of any Senior
Debt of such Subsidiary Guarantor is not paid within any applicable grace period
(including at maturity) or (b) any other default on Senior Debt of such
Subsidiary Guarantor occurs and the maturity of such Senior Debt is accelerated
in accordance with its terms unless, in either case, (i) the default has been
cured or waived and any such acceleration has been rescinded or (ii) such Senior
Debt has been paid in full in cash; provided, however, that any Subsidiary
Guarantor may pay its Subsidiary Guaranty without regard to the foregoing if
such Subsidiary Guarantor and the Trustee receive written notice approving such
payment from the Representative of such issue of Senior Debt of such Subsidiary
Guarantor. No Subsidiary Guarantor may pay its Subsidiary Guaranty during the
continuance of any Payment Blockage Period after receipt by the Company and the
Trustee at the Corporate Trust Officer of the Trustee of a Payment Blockage
Notice under Section 11.03. Unless the holders of Designated Senior Debt giving
such Payment Blockage Notice or the Representative of such holders shall have
accelerated the maturity of such Designated Senior Debt and not rescinded such
acceleration, any Subsidiary Guarantor may (unless otherwise prohibited as
described in the first two sentences of this paragraph) resume payments pursuant
to its Subsidiary Guaranty after the end of such Payment Blockage Period.

         Section 12.04. Demand for Payment.

         If a demand for payment is made on a Subsidiary Guarantor pursuant to
Article 10, such Subsidiary Guarantor may not pay its Subsidiary Guaranty until
three Business Days after the Representatives of all issues of Designated Senior
Debt receive notice of such acceleration and, thereafter, may pay its Subsidiary
Guaranty only if this Indenture otherwise permits payment at that time.

         Section 12.05. When Distribution Must Be Paid Over.

         If a payment or distribution is made to Holders that because of this
Article 12 should not have been made to them, the Trustee, if it receives the
payment or distribution, or the Holders who receive the payment or distribution
shall hold it in trust for holders of the relevant Senior Debt and pay it over
to them or their Representatives as their interests may appear.

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         Section 12.06. Subrogation.

         After all Senior Debt of a Subsidiary Guarantor is paid in full and
until the Notes are paid in full, Holders shall be subrogated to the rights of
holders of Senior Debt to receive distributions applicable to Senior Debt. A
distribution made under this Article 12 to holders of such Senior Debt that
otherwise would have been made to Holders is not, as between the relevant
Subsidiary Guarantor and Holders, a payment by such Subsidiary Guarantor on such
Senior Debt.

         Section 12.07. Relative Rights.

         This Article 12 defines the relative rights of Holders and holders of
Senior Debt of a Subsidiary Guarantor. Nothing in this Indenture shall:

         (a) impair, as between a Subsidiary Guarantor and Holders, the
obligation of such Subsidiary Guarantor, which is absolute and unconditional, to
pay the Obligations to the extent set forth in Article 10; or

         (b) prevent the Trustee or any Holder from exercising its available
remedies upon a default by such Subsidiary Guarantor under the Obligations,
subject to the rights of holders of Senior Debt of such Subsidiary Guarantor to
receive distributions otherwise payable to Holders.

         Section 12.08. Subordination May Not Be Impaired by Subsidiary
Guarantor.

         No right of any holder of Senior Debt of any Subsidiary Guarantor to
enforce the subordination of the Obligation of such Subsidiary Guarantor shall
be impaired by any act or failure to act by such Subsidiary Guarantor or by its
failure to comply with this Indenture.

         Section 12.09. Rights of Trustee and Paying Agent.

         Notwithstanding Section 12.03 or any other provision of this Indenture,
the Trustee or Paying Agent may continue to make payments on any Subsidiary
Guaranty and shall not be charged with knowledge of the existence of facts that
would prohibit the making of any such payments unless, not less than three
Business Days prior to the date of such payment, a Responsible Officer of the
Trustee receives at the Corporate Trust Office of the Trustee written notice
satisfactory to it that payments may not be made under this Article 12. Unless
the Trustee or Paying Agent shall have received the notice provided for in the
preceding sentence, the Trustee and Paying Agent (other than the Company acting
as its own Paying Agent) shall have full power and authority to receive such
payment and to apply the same to the purpose for which it was received, and
shall not be affected by any notice to the contrary which may be received by it
on or after such date. The Company, the relevant Subsidiary Guarantor, the
Registrar or co-registrar, the Paying Agent, a Representative or a holder of
Senior Debt of any Subsidiary Guarantor may give the notice; provided, however,
that, if an issue of Senior Debt of any Subsidiary Guarantor has a
Representative, only the Representative may give the notice.

         The Trustee in its individual or any other capacity may hold Senior
Debt with the same rights it would have if it were not Trustee. The Registrar
and co-registrar and the Paying Agent may do the same with like rights. The
Trustee shall be entitled to all the rights set forth in this Article 12 with
respect to any Senior Debt of any Subsidiary Guarantor that may at any time be
held by it, to the same extent as any other holder of Senior Debt; and nothing
in Article 7 shall deprive the Trustee of any of its rights as such holder.
Nothing in this Article 12 shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 7.07.

         Section 12.10. Distribution or Notice to Representative.

         Whenever a distribution is to be made or a notice given to holders of
Senior Debt of any Subsidiary Guarantor, the distribution may be made and the
notice given to their Representative (if any).

                                       83

         Section 12.11. Article 12 Not to Prevent Events of Default Under a
Subsidiary Guaranty or Limit Right to Demand Payment.

         Nothing in this Article 12 shall prevent a default under any Subsidiary
Guaranty or have any effect on the right of the Holders or the Trustee to make a
demand for payment on any Subsidiary Guarantor pursuant to Article 10.

         Section 12.12. Trustee Entitled to Rely.

         Upon any payment or distribution pursuant to this Article 12, the
Trustee and the Holders shall be entitled conclusively to rely (i) upon any
order or decree of a court of competent jurisdiction in which any proceedings of
the nature referred to in Section 12.02 are pending, (ii) upon a certificate of
the liquidating trustee or agent or other Person making such payment or
distribution to the Trustee or to the Holders or (iii) upon the Representatives
for the holders of Senior Debt of any Subsidiary Guarantor for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Debt and other Debt of such Subsidiary
Guarantor, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 12.
In the event that the Trustee determines, in good faith, that evidence is
required with respect to the right of any Person as a holder of Senior Debt of
any Subsidiary Guarantor to participate in any payment or distribution pursuant
to this Article 12, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior Debt of
such Subsidiary Guarantor held by such Person, the extent to which such Person
is entitled to participate in such payment or distribution and other facts
pertinent to the rights of such Person under this Article 12, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article 12.

         Section 12.13. Trustee to Effectuate Subordination.

         Each Holder by accepting a Note authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to acknowledge
or effectuate the subordination between the Holders and the holders of Senior
Debt of any Subsidiary Guarantor as provided in this Article 12 and appoints the
Trustee as attorney-in-fact for any and all such purposes.

         Section 12.14. Trustee Not Fiduciary for Holders of Senior Debt of
Subsidiary Guarantor.

         (a) The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt of any Subsidiary Guarantor and shall not be liable to
any such holders if it shall mistakenly pay over or distribute to Holders or the
Company or any other Person, money or assets to which any holders of such Senior
Debt shall be entitled by virtue of this Article 12 or otherwise.

         (b) The Trustee shall have no obligation or duty to inquire as to the
capacity of any Representative (or purported Representative) for purposes of
determining compliance with this Article 12.

         Section 12.15. Reliance by Holders of Senior Debt of a Subsidiary
Guarantor on Subordination Provisions.

         Each Holder by accepting a Note acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Debt of any Subsidiary
Guarantor, whether such Senior Debt was created or acquired before or after the
issuance of the Note, to acquire and continue to hold, or to continue to hold,
such Senior Debt and such holder of Senior Debt shall be deemed conclusively to
have relied on such subordination provisions in acquiring and continuing to
hold, or in continuing to hold, such Senior Debt.

                                       84

                                  ARTICLE 13.

                           SATISFACTION AND DISCHARGE

         Section 13.01. Satisfaction and Discharge.

         (a) This Indenture will be discharged and will cease to be of further
effect as to all Notes issued hereunder (except as to surviving rights of
registration of transfer or exchange of Notes expressly provided for herein, the
Company's obligations under Section 7.07, and the Trustee's and each Paying
Agent's obligations under Sections 13.02 and 13.03), when:

                           (i) either:

                                    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

                                    all Notes that have not been delivered to
                           the Trustee for cancellation have become due and
                           payable by reason of the making of a notice of
                           redemption or otherwise or will become due and
                           payable within one year and the Company has
                           irrevocably deposited or caused to be deposited with
                           the Trustee as trust funds in trust solely for the
                           benefit of the Holders, money or U.S. Government
                           Obligations, 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,
                           if any, and accrued interest, including Special
                           Interest, if any, to the date of maturity or
                           redemption;

                           (ii)  no Default or Event of Default shall have
                  occurred and be continuing on the date of such deposit or
                  shall occur as a result of such deposit and such deposit will
                  not result in a breach or violation of, or constitute a
                  default under, any other instrument to which the Company is a
                  party or by which the Company is bound;

                           (iii) the Company has paid or caused to be paid all
                  sums payable by it under this Indenture; and

                           (iv)  the Company has delivered irrevocable
                  instructions to the Trustee under this Indenture to apply the
                  deposited money and/or U.S. Government Obligations toward the
                  payment of the Notes at maturity or the redemption date, as
                  the case may be.

         (b) The Company shall deliver an Officer's Certificate and an Opinion
of Counsel to the Trustee stating that all conditions precedent to satisfaction
and discharge have been satisfied.

         Section 13.02. Deposited Money and Government Securities to be Held in
Trust; Other Miscellaneous Provisions.

         Subject to Section 13.03, all money and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 13.02, the "Trustee")
pursuant to Section 13.01 in respect of the outstanding Notes shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest and Special
Interest, if any, but such money need not be segregated from other funds except
to the extent required by law.

                                       85

         Section 13.03. Repayment to Company.

         Subject to applicable escheat and abandoned property laws, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium, if any, or interest,
including Special Interest, if any, on, any Note and remaining unclaimed for two
years after such principal, and premium, if any, or interest has become due and
payable shall be paid to the Company or (if then held by the Company) shall be
discharged from such trust; and the Holder shall thereafter look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company. Any unclaimed funds held by
the Trustee pursuant to this Section 13.03 or any other provision of this
Indenture shall be held uninvested and without liability for any interest.

                                   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 shall control.

         Section 14.02. Notices.

         (a) Any notice or communication by the Company, the Subsidiary
Guarantors or the Trustee to the others is duly given if in writing (in the
English language) and delivered in Person or mailed by first class mail
(registered or certified, return receipt requested), telecopier or overnight air
courier guaranteeing next-day delivery, to the other's address:

                  If to the Company or the Subsidiary Guarantors:

                  Greif Bros. Corporation
                  425 Winter Road
                  Delaware, Ohio 43015
                  Attention: General Counsel
                  Telecopier No.: 740-549-6101

                  With a copy to:
                  Baker & Hostetler LLP
                  Capitol Square
                  65 East State Street
                  Suite 2100
                  Columbus, Ohio 43215-4260
                  Attention: Joseph P. Boeckman, Esq.
                  Telecopier No.: 614-462-2616

                  If to the Trustee:

                  J.P. Morgan Trust Company, National Association
                  Chase Financial Tower, Suite 220
                  250 West Huron Road
                  Cleveland, Ohio 44113

                                       86

                  Attention: Manager
                  Telecopier No.: (216) 274-1632

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

         (c) All notices and communications (other than those sent to Holders)
shall 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 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. Notwithstanding the foregoing, notices
to the Trustee shall be effective only upon receipt by the Trustee.

         (d) Any notice or communication to a Holder shall be mailed by first
class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next-day delivery to its address shown on the Security
Register. Any notice or communication shall also be so mailed to any Person
described in TIA (S) 313(c), to the extent required by the TIA. Failure to mail
a notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders.

         (e) 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.

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

         Section 14.03. Communication by Holders of Notes with Other Holders of
Notes.

         Holders may communicate pursuant to TIA (S) 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 (S)
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 any provision of this Indenture, the Company shall furnish to
the Trustee:

         (a) an Officer's Certificate (which shall include the statements set
forth in Section 14.05) stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture (including any
covenants compliance with which constitutes a condition precedent) relating to
the proposed action have been complied with; and

         (b) an Opinion of Counsel (which shall include the statements set forth
in Section 14.05) stating that, in the opinion of such counsel, all such
conditions precedent (including any covenants compliance with which constitutes
a condition precedent) have been complied with.

         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 (S) 314(a)(4)) shall comply with the provisions of TIA (S).
314(e) and shall include:

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

         (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

                                       87

         (c) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable such Person to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

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

         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,
member, partner or stockholder of the Company or any Subsidiary Guarantor as
such, shall have any liability for any Obligations of the Company or any
Subsidiary Guarantor under the Notes or this 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 issuance of the Notes.

         Section 14.08. Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE NOTES (INCLUDING, WITHOUT LIMITATION, SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR TO SUCH
STATUTE).

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

         Section 14.11. Severability.

         In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall 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 shall 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 in this
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and shall in no way modify or restrict any
of the terms or provisions hereof.

                         [Signatures on following page]

                                       88

                                    ISSUER:

                                    GREIF BROS. CORPORATION

                                    BY: /s/ Donald S. Huml
                                        ________________________________________
                                        NAME: Donald S. Huml
                                        TITLE: Chief Financial Officer

                                       89

                                    SUBSIDIARY GUARANTORS:

                                    AMERICAN FLANGE & MANUFACTURING CO., INC.

                                    By: /s/ Donald S. Huml
                                        -------------------------
                                        Name: Donald S. Huml
                                        Title: Vice President

                                    BARZON CORPORATION

                                    By: /s/ Donald S. Huml
                                        -------------------------
                                        Name: Donald S. Huml
                                        Title: Vice President

                                    GREAT LAKES CORRUGATED CORP.

                                    By: /s/ Donald S. Huml
                                        -------------------------
                                        Name: Donald S. Huml
                                        Title: Vice President

                                    GREIF BROS. CORP. OF OHIO, INC.

                                    By: /s/ Donald S. Huml
                                        -------------------------
                                        Name: Donald S. Huml
                                        Title: Vice President

                                    GREIF BROS. SERVICE CORP.

                                    By: /s/ Donald S. Huml
                                        -------------------------
                                        Name: Donald S. Huml
                                        Title: Vice President

                                    SIRCO SYSTEMS, LLC

                                    By: /s/ Donald S. Huml
                                        -------------------------
                                        Name: Donald S. Huml
                                        Title: Vice President

                                    SOTERRA LLC

                                    By: /s/ Donald S. Huml
                                        -------------------------
                                        Name: Donald S. Huml
                                        Title: Vice President

                                       90

                                    TAINER TRANSPORT, INC.

                                    By: /s/ Donald S. Huml
                                       __________________________
                                       Name: Donald S. Huml
                                       Title: Vice President

                                    TREND-PAK, INC.

                                    By: /s/ Donald S. Huml
                                       __________________________
                                       Name: Donald S. Huml
                                       Title: Vice President

                                    GREIF CONTAINERS, INC.

                                    By: /s/ Donald S. Huml
                                       __________________________
                                       Name: Donald S. Huml
                                       Title: Vice President

                                    GREIF U.S. HOLDINGS, INC.

                                    By: /s/ Donald S. Huml
                                       __________________________
                                       Name: Donald S. Huml
                                       Title: Vice President

                                       91

                                    TRUSTEE:

                                    J.P. MORGAN TRUST COMPANY, NATIONAL
                                    ASSOCIATION, as Trustee

                                    By:  /s/ R. Barker
                                        ____________________________
                                        Name: R. Barker
                                        Title: Vice President

                                       92

                                                                       EXHIBIT A
================================================================================

                                 (Face of Note)

                    8-7/8% Senior Subordinated Note due 2012

                                                             CUSIP _____________
No. _____                                                        $_____________

                             GREIF BROS. CORPORATION

promises to pay to _____________ or registered assigns, the principal sum of
_____________________ Dollars________________ on August 1, 2012.

Interest Payment Dates: February 1 and August 1, commencing February 1, 2003

Record Dates: January 15 and July 15.

                                       A-1

          IN WITNESS WHEREOF, the Issuer has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

                                GREIF BROS. CORPORATION

                                By:______________________________
                                   Name:
                                   Title:

                                By:______________________________
                                   Name:
                                   Title:

                          CERTIFICATE OF AUTHENTICATION

This is one of the Global
Notes referred to in the
within-mentioned Indenture.

J.P. MORGAN TRUST COMPANY
NATIONAL ASSOCIATION,
as Trustee

By:___________________________
   Authorized Officer

Dated July 31, 2002

                                       A-2

                                 (Back of Note)

                    8-7/8% Senior Subordinated Note due 2012

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

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

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

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

                                       A-3

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.

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

     1.   Interest. Greif Bros. Corporation., a Delaware corporation (the
"Issuer"), promises to pay interest on the principal amount of this Note at
8.875% per annum until maturity and shall pay Special Interest, if any, as
provided in Section 4 of the Registration Rights Agreement. The Issuer shall pay
interest semi-annually on February 1 and August 1 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 shall accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided, however, 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 February
1, 2003. The Issuer shall 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 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 periods) from time to time on demand at
the same rate to the extent lawful. Interest shall be computed on the basis of a
360-day year of twelve 30-day months.

     2.   Method of Payment. The Issuer shall pay interest on the Notes to the
Persons who are Holders at the close of business on the January 15 or July 15
next preceding the Interest Payment Date, even if such Notes are cancelled after
such record date and on or before such Interest Payment Date, except as provided
in Section 2.13 of the Indenture with respect to defaulted interest. The Notes
shall be payable as to principal, premium, if any, and interest and Special
Interest, if any, at the office or agency of the Issuer maintained for such
purpose within or without the City and State of New York, or, at the option of
the Issuer, payment of interest may be made by check mailed to the Holders at
their addresses set forth in the Security Register; provided, however, that
payment by wire transfer of immediately available funds shall be required with
respect to principal of, and interest and Special Interest, if any, and premium,
if any, on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Issuer or 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. The
principal of the Notes shall be payable only upon surrender of any Note at the
Corporate Trust Office of the Trustee or at the specified offices of any other
Paying Agent. If any Interest Payment Date for, or the due date for payment of
the principal of, the Notes is not a Business Day at the place in which it is
presented for payment, the Holder thereof shall not be entitled to payment of
the amount due until the next succeeding Business Day at such place and shall
not be entitled to any further interest or other payment in respect of such
delay.

     3.   Paying Agent and Registrar. Initially, J.P. Morgan Trust Company,
National Association, the Trustee under the Indenture, shall act as Paying Agent
and Registrar. The Issuer may change any Paying Agent or Registrar without
notice to any Holder. The Issuer or any of its Subsidiaries may act in any such
capacity.

     4.   Indenture. The Issuer issued the Notes under an Indenture dated as of
July 31, 2002 ("Indenture") among the Issuer, the guarantors party thereto (the
"Subsidiary 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
Trust Indenture Act of 1939, as amended (15 U.S. Code (S)(S) 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.

                                       A-4

     5.   Optional Redemption.

     (a) Except as set forth in clauses (b) and (c) of this Section 5, the Notes
shall not be redeemable at the option of the Issuer prior to August 1, 2007.
Starting on that date, the Issuer may redeem all or any portion of the Notes, at
once or over time, after giving the required notice under the Indenture. The
Notes may be redeemed at the redemption prices set forth below, plus accrued and
unpaid interest, including Special Interest, if any, to the redemption date
(subject to the right of Holders on the relevant record date to receive interest
due on the relevant Interest Payment Date). The following prices are for Notes
redeemed during the 12-month period commencing on August 1 of the years set
forth below, and are expressed as percentages of principal amount:

Year                                                                              Redemption
- ----                                                                              ----------
                                                                                     Price
                                                                                     -----
                                                                               
2007 ...........................................................................    104.438%
2008 ...........................................................................    102.958%
2009 ...........................................................................    101.479%
2010 and thereafter ............................................................    100.000%

     (b) At any time prior to August 1, 2007, the Issuer may redeem all or any
portion of the Notes, at once or over time, after giving the required notice
under the Indenture at a redemption price equal to the greater of:

               (i)   100% of the principal amount of the Notes to be redeemed,
          and

               (ii)  the sum of the present values of (1) the redemption price
          of the Notes at August 1, 2007 (as set forth in clause (a) of this
          Section 5) and (2) the remaining scheduled payments of interest from
          the redemption date to August 1, 2007, but excluding accrued and
          unpaid interest to the redemption date, discounted to the redemption
          date on a semi-annual basis (assuming a 360-day year consisting of
          twelve 30-day months) at the Treasury Rate plus 50 basis points,

plus, in either case, accrued and unpaid interest, including Special Interest,
if any, to the redemption date (subject to the right of Holders on the relevant
record date to receive interest due on the relevant Interest Payment Date).

     Any notice to Holders of a redemption pursuant to this clause (b) shall
include the appropriate calculation of the redemption price, but need not
include the redemption price itself. The actual redemption price, calculated as
described in this clause (b), shall be set forth in an Officer's Certificate
delivered to the Trustee no later than two Business Days prior to the redemption
date (unless clause (2) of the definition of "Comparable Treasury Price" is
applicable, in which case such Officer's Certificate will be delivered on the
redemption date).

     (c) At any time and from time to time prior to August 1, 2005, the Issuer
may redeem up to a maximum of 35% of the aggregate principal amount of the Notes
(including any Additional Notes) that have been issued under the Indenture on or
after the Issue Date with the proceeds of one or more Equity Offerings, at a
redemption price equal to 108.875% of the principal amount thereof, plus accrued
and unpaid interest, including Special Interest, if any, to the redemption date
(subject to the right of Holders on the relevant record date to receive interest
due on the relevant Interest Payment Date); provided, however, that after giving
effect to any such redemption, at least 65% of the aggregate principal amount of
the Notes (including any Additional Notes) that have been issued under the
Indenture on or after the Issue Date remains outstanding. Any such redemption
shall be made within 90 days of such Equity Offering upon not less than 30 nor
more than 60 days' prior notice.

     (d) Any prepayment pursuant to this Section 5 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 of the Indenture.

     6. Mandatory Redemption. The Issuer shall not be required to make mandatory
redemption or sinking fund payments with respect to the Notes.

                                       A-5

     7.   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
Notes are to be redeemed at its registered address. 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.

     8.   Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Issuer may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuer 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 Issuer need
not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

     9.   Persons Deemed Owners. The registered holder of a Note may be treated
as its owner for all purposes.

     10.  Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in aggregate principal amount of the then
outstanding Notes voting as a single class, and any existing default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of at least a majority in aggregate principal amount
of the then outstanding Notes voting as a single class. Without the consent of
any Holder, the Indenture or the Notes may be amended or supplemented to: cure
any ambiguity, omission, defect or inconsistency; provide for the assumption by
a Surviving Person of the obligations of the Issuer under the Indenture or of a
Subsidiary Guarantor under the Indenture or its Subsidiary Guaranty; provide for
uncertificated Notes in addition to or in place of certificated Notes (provided
that the uncertificated Notes are issued in registered form for purposes of
Section 163(f) of the Code, or in a manner such that the uncertificated Notes
are described in Section 163(f)(2)(B) of the Code); add additional Guarantees
with respect to the Notes or to release Subsidiary Guarantors from Subsidiary
Guaranties as provided by the terms of the Indenture; secure the Notes, add to
the covenants of the Issuer for the benefit of the Holders of the Notes or
surrender any right or power conferred upon the Issuer; make any change that
does not adversely affect in any material respect the rights of any Holder of
the Notes under the Indenture; make any change to the subordination provisions
of the Indenture that would limit or terminate the benefits available to any
holder of Senior Debt under such provisions (subject to the consent of such
holders of Senior Debt pursuant to Section 9.03 of the Indenture); comply with
any requirement of the Commission in connection with the qualification of the
Indenture under the TIA; or provide for the issuance of additional Notes in
accordance with the Indenture. No amendment or supplement may be made to the
subordination provisions of this Indenture that adversely affects the rights of
any holder of Senior Debt then outstanding unless the holders of such Senior
Debt (or their Representative) consents to such change.

     11.  Defaults and Remedies. Each of the following is an Event of Default
under the Indenture: (1) failure to make the payment of any interest, or Special
Interest, if any, on the Notes issued under the Indenture when the same becomes
due and payable, and such failure continues for a period of 30 days; (2) failure
to make the payment of any principal of, or premium, if any, on, any of the
Notes issued under the Indenture when the same becomes due and payable at their
Stated Maturity, upon acceleration, redemption, required repurchase or
otherwise; (3) failure to comply with Section 5.01 of the Indenture; (4) failure
to comply with any other covenant or agreement in the Notes or in the Indenture
(other than a failure that is the subject of the foregoing clause (1), (2) or
(3)), and such failure continues for 30 days after written notice is given to
the Issuer as provided in Section 6.01(b) of the Indenture; (5) a default under
any Debt by the Issuer or any Restricted Subsidiary that results in acceleration
of the maturity of such Debt, or failure to pay any such Debt at maturity, in an
aggregate amount greater than $20.0 million or its foreign currency equivalent
at the time; (6) any judgment or judgments for the payment of money in an
aggregate amount in excess of $20.0 million (or its foreign currency equivalent
at the time) (net of applicable insurance coverage) that shall be rendered
against the Issuer or any Restricted Subsidiary by a court of competent
jurisdiction and that judgment shall not be vacated, waived, satisfied or
discharged for any period of 60 consecutive days during which a stay of
enforcement shall not be in effect; (7) certain events involving bankruptcy,
insolvency

                                       A-6

or reorganization of the Issuer or any Restricted Subsidiary that is a
Significant Subsidiary; and (8) any Subsidiary Guaranty of one or more
Restricted Subsidiaries that are Subsidiary Guarantors which by themselves or
taken together would constitute a Significant Subsidiary ceases to be in full
force and effect (other than in accordance with the terms of such Subsidiary
Guaranty or the Indenture), or any Subsidiary Guarantor denies or disaffirms its
obligations under its Subsidiary Guaranty relating to the Notes. A Default under
clause (4) is not an Event of Default in respect of the Notes until the Trustee
or the Holders of not less than 25% in aggregate principal amount of Notes then
outstanding notify the Issuer of the Default, and the Issuer does not cure such
Default within the time specified after receipt of such notice. If any Event of
Default (other than under clause (7)) occurs and is continuing, the Trustee or
the Holders of not less than 25% in aggregate principal amount of the Notes then
outstanding may declare all the Notes to be due and payable. In the case of an
Event of Default under clause (7), all outstanding Notes shall become due and
payable immediately without any declaration or other act on the part of the
Trustee or the Holders. Holders may not enforce the Indenture or the Notes
except as provided in the Indenture. In the event of a declaration of
acceleration of the Notes because an Event of Default has occurred and is
continuing as a result of the acceleration of any Debt described in clause (5),
the declaration of acceleration of the Notes shall be automatically annulled if
the holders of any Debt described in clause (5) have rescinded the declaration
of acceleration in respect of such Debt within 30 days of the date of such
declaration and if (i) the annulment of the acceleration of the Notes would not
conflict with any judgment or decree of a court of competent jurisdiction, and
(ii) all existing Events of Default, except nonpayment of principal or interest
on the Notes that became due solely because of the acceleration of the Notes,
have been cured or waived. Subject to certain limitations, Holders of a majority
in aggregate principal amount of the Notes then outstanding may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of any continuing Default or Event of Default (except a Default
or Event of Default relating to the payment of principal, premium, if any, or
interest, including Special Interest, if any) if a committee of Responsible
Officers of the Trustee determines that withholding the notice is in the
interest of the Holders. 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 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 or Special Interest on, or the
principal of, the Notes. The Issuer is required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and the Issuer 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.

     12.  Trustee Dealings with Issuer. The Trustee in its individual or any
other capacity may become the owner or pledgee of Notes and may otherwise deal
with the Issuer or any Affiliate of the Issuer with the same rights it would
have if it were not Trustee.

     13.  No Recourse Against Others. No past, present or future director,
officer, employee, incorporator, member, partner or stockholder of the Issuer or
any Subsidiary Guarantor as such, shall have any liability for any Obligations
of the Issuer or any Subsidiary Guarantor under the Notes, 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 issuance of
the Notes.

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

     15.  Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

     16.  CUSIP 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 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.

                                       A-7

          The Issuer shall furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

          Greif Bros. Corporation
          425 Winter Road
          Delaware, Ohio 43015
          Attention: General Counsel
          Telecopier No: 740-549-6101

                                       A-8

                                 Assignment Form

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

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

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)
and irrevocably appoint
                       ---------------------------------------------------------
to transfer this Note on the books of the Issuer. 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: _________________________

                                       A-9

                       Option of Holder to Elect Purchase

     If you want to elect to have this Note purchased by the Issuer pursuant to
Section 4.13 or 4.17 of the Indenture, check the box below:

[_]  Section 4.13                   [_]  Section 4.17

     If you want to elect to have only part of the Note purchased by the Issuer
pursuant to Section 4.13 or Section 4.17 of the Indenture, state the amount you
elect to have purchased: $___________

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

                              Soc. Sec. or Tax Identification No.:______________

Signature Guarantee:________________________________________________
                        (Signature must be guaranteed by a financial institution
                        that is a member of the Securities Transfer Agent
                        Medallion Program ("STAMP"), the Stock Exchange
                        Medallion Program ("SEMP"), the New York Stock Exchange,
                        Inc. Medallion Signature Program ("MSP") or such other
                        signature guarantee program as may be determined by the
                        Registrar in addition to, or in substitution for, STAMP,
                        SEMP or MSP, all in accordance with the Securities
                        Exchange Act of 1934, as amended.)

                                      A-10

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

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

                                                                           Principal Amount
                                Amount of                                 of this Global Note       Signature of
                               decrease in         Amount of increase       following such      authorized signatory
                            Principal Amount      in Principal Amount        decrease (or           of Trustee or
    Date of Exchange       of this Global Note    of this Global Note          increase)           Note Custodian
    ----------------       -------------------    -------------------          ---------           --------------

                                      A-11

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Greif Bros. Corporation
425 Winter Road
Delaware, Ohio 43015
Attention: Chief Financial Officer

J.P. Morgan Trust Company, National Association, as Trustee
Chase Financial Tower, Suite 220
250 West Huron Road
Cleveland, Ohio 44113
Attention: Manager

     Re:  8-7/8% Senior Subordinated Notes due 2012

          Reference is hereby made to the Indenture, dated as of July 31, 2002
(the "Indenture"), among Greif Bros. Corporation, as issuer (the "Issuer"), the
Subsidiary Guarantors party thereto and J.P. Morgan Trust Company, National
Association, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

          ___________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

          1. [_] Check if Transferee will take delivery of a beneficial interest
in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

          2. [_] Check if Transferee will take delivery of a beneficial interest
in the Regulation S Global Note or a Definitive Note pursuant to Regulation S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a Person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the

                                       B-1

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 Global Note, the Temporary Regulation S
Global Note and/or the Definitive Note and in the Indenture and the Securities
Act.

          3. [_] Check and complete if Transferee will take delivery of a
beneficial interest in the IAI Global Note or a Definitive Note pursuant to any
provision of the Securities Act other than Rule 144A or Regulation S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                 (a)   [_] such Transfer is being effected pursuant to and in
     accordance with Rule 144 under the Securities Act;

                                       or

                 (b)   [_] such Transfer is being effected to the Issuer or a
     subsidiary thereof;

                                       or

                 (c)   [_] such Transfer is being effected pursuant to an
     effective registration statement under the Securities Act and in compliance
     with the prospectus delivery requirements of the Securities Act;

                                       or

                 (d)   [_] such Transfer is being effected to an Institutional
     Accredited Investor and pursuant to an exemption from the registration
     requirements of the Securities Act other than Rule 144A, Rule 144 or Rule
     904, in an aggregate principal amount of at least $250,000, 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) 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 Definitive Notes and in the Indenture and the Securities Act.

                                       B-2

           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 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 Issuer.

                                _______________________________________________
                                          [Insert Name of Transferor]

                                By:____________________________________________
                                   Name:
                                   Title:

                                Dated: ___________________

                                       B-3

                       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

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Greif Bros. Corporation
425 Winter Road
Delaware, Ohio 43015
Attention: Chief Financial Officer

J.P. Morgan Trust Company, National Association, as Trustee
Chase Financial Tower, Suite 220
250 West Huron Road
Cleveland, Ohio 44113
Attention: Manager

          Re:  8-7/8% Senior Subordinated Notes due 2012

                               (CUSIP ___________)

               Reference is hereby made to the Indenture, dated as of July 31,
2002 (the "Indenture"), among Greif Bros. Incorporated, as issuer (the
"Issuer"), the Subsidiary Guarantors party thereto and J.P. Morgan Trust
Company, National Association, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

               __________________________, (the "Owner") owns and proposes to
exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount of $____________ in such Note[s] or interests (the "Exchange").
In connection with the Exchange, the Owner hereby certifies that:

               1.       Exchange of Restricted Definitive Notes or Beneficial
Interests in a Restricted Global Note for Unrestricted Definitive Notes or
Beneficial Interests in an Unrestricted Global Note

               (a) [_]  Check if Exchange is from beneficial interest in a
Restricted Global Note to beneficial interest in an Unrestricted Global Note. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

               (b) [_]  Check if Exchange is from beneficial interest in a
Restricted Global Note to Unrestricted Definitive Note. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

               (c) [_]  Check if Exchange is from Restricted Definitive Note to
beneficial interest in an Unrestricted Global Note. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in

                                      C-1

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.

                                      C-2

               This certificate and the statements contained herein are made
for your benefit and the benefit of the Issuer.

                                 _______________________________________________
                                            [Insert Name of Transferor]

                                 By:____________________________________________
                                    Name:
                                    Title:

                                 Dated: ______________________

                                      C-3

                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Greif Bros. Corporation
425 Winter Road
Delaware, Ohio 43015
Attention: Chief Financial Officer

J.P. Morgan Trust Company, National Association, as Trustee
Chase Financial Tower, Suite 220
250 West Huron Road
Cleveland, Ohio 44113
Attention: Manager

            Re:   8-7/8% Senior Subordinated Notes due 2012

                  Reference is hereby made to the Indenture, dated as of July
31, 2002 (the "Indenture"), among Greif Bros. Incorporated, as issuer (the
"Issuer"), the Subsidiary Guarantors party thereto and J.P. Morgan Trust
Company, National Association, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

                  In connection with our proposed purchase of $____________
aggregate principal amount of:

                  (a)    a beneficial interest in a Global Note, or

                  (b)    a Definitive Note,

                           we confirm that:

                  1.     We understand that any subsequent transfer of the Notes
or any interest therein is subject to certain restrictions and conditions set
forth in the Indenture and the undersigned agrees to be bound by, and not to
resell, pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

                  2.     We understand that the offer and sale of the Notes have
not been registered under the Securities Act, and that the Notes and any
interest therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Issuer 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
Issuer a signed letter substantially in the form of this letter and an Opinion
of Counsel in form reasonably acceptable to the Issuer to the effect that such
transfer is in compliance with the Securities Act, and such transfer is in an
aggregate principal amount of at least $250,000, (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.

                  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
Issuer such certifications, legal opinions and other information as you and the
Issuer 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

                                      D-1

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 Issuer 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

                                    EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

     For value received, each Subsidiary Guarantor (which term includes any
successor Person under the Indenture), jointly and severally, unconditionally
guarantees, to the extent set forth in the Indenture and subject to the
provisions in the Indenture, dated as of July 31, 2002 (the "Indenture"), among
Greif Bros. Corporation, as issuer (the "Issuer"), the Subsidiary Guarantors
listed on the signature pages thereto and J.P. Morgan Trust Company, National
Association, as trustee (the "Trustee"), (a) the punctual payment in full of the
principal of, premium, if any, and interest, including Special Interest, if any,
on, the Notes when due, whether at maturity, by acceleration, redemption or
otherwise, and interest on overdue principal of, premium, if any, and interest,
including Special Interest, if any, on, the Notes, if lawful, and the punctual
performance or payment in full of all other obligations of the Issuer to the
Holders or the Trustee under the Indenture and the Notes when due, all in
accordance with the terms of the Indenture and the Notes 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 shall be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Subsidiary
Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary
Guaranty and the Indenture are expressly set forth in Article 10 of the
Indenture, and reference is hereby made to the Indenture for the precise terms
of the Subsidiary Guaranty. This Subsidiary Guaranty is subject to release as
and to the extent set forth in Sections 8.02, 8.03 and 10.05 of the Indenture.
Each Holder of a Note, by accepting the same, agrees to and shall be bound by
such provisions. Capitalized terms used herein and not defined are used herein
as so defined in the Indenture.

                                          [GUARANTOR]

                                          By: ______________________________
                                              Name:
                                              Title:

                                       E-1

                                    EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE

          This SUPPLEMENTAL INDENTURE, dated as of __________ ___, ____, is
among Greif Bros. Corporation, a Delaware corporation (the "Company"), each of
the parties identified under the caption "Subsidiary Guarantors" on the
signature page hereto (the "Guarantors") and J.P. Morgan Trust Company, National
Association, a national banking association, as Trustee.

                                    RECITALS

          WHEREAS, the Company, certain Subsidiary Guarantors and the Trustee
entered into an Indenture, dated as of July 31, 2002 (the "Indenture"), pursuant
to which the Company has originally issued $250.0 million in aggregate principal
amount of 8-7/8% Senior Subordinated Notes due 2012 (the "Notes"); and

          WHEREAS, Section 9.01(a)(iv) of the Indenture provides that the
Company, the Subsidiary Guarantors and the Trustee may amend or supplement the
Indenture in order to add any new Subsidiary Guarantor to comply with Section
10.04 thereof, without the consent of the Holders of the Notes; and

          WHEREAS, all acts and things prescribed by the Indenture, by law and
by the charter and the bylaws (or comparable constituent documents) of the
Company, of the Subsidiary Guarantors and of the Trustee necessary to make this
Supplemental Indenture a valid instrument legally binding on the Company, the
Subsidiary Guarantors and the Trustee, in accordance with its terms, have been
duly done and performed;

          NOW, THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Company, the Subsidiary Guarantors and
the Trustee covenant and agree for the equal and proportionate benefit of the
respective Holders of the Notes as follows:

                                   ARTICLE 1.

          Section 1.01. This Supplemental Indenture is supplemental to the
Indenture and does and shall be deemed to form a part of, and shall be construed
in connection with and as part of, the Indenture for any and all purposes.

          Section 1.02. This Supplemental Indenture shall become effective
immediately upon its execution and delivery by each of the Company, the
Subsidiary Guarantors and the Trustee.

                                   ARTICLE 2.

          Section 2.01. From this date, in accordance with Section 10.04 and by
executing this Supplemental Indenture and the accompanying notation of
Subsidiary Guarantee (a copy of which is attached hereto), the Subsidiary
Guarantors whose signatures appear below are subject to the provisions of the
Indenture to the extent provided for in Article 10 thereof.

                                   ARTICLE 3.

          Section 3.01. Except as specifically modified herein, the Indenture
and the Notes are in all respects ratified and confirmed (mutatis mutandis) and
shall remain in full force and effect in accordance with their terms with all
capitalized terms used herein without definition having the same respective
meanings ascribed to them as in the Indenture.

                                      F-1

          Section 3.02. Except as otherwise expressly provided herein, no
duties, responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this Supplemental Indenture. This
Supplemental Indenture is executed and accepted by the Trustee subject to all
the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.

          Section 3.03. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE AND ENFORCE THIS SUPPLEMENTAL INDENTURE.

          Section 3.04. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of such
executed copies together shall represent the same agreement.

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

                                            Greif Bros. Corporation

                                            By_________________________________
                                              Name:
                                              Title:

                                            [Subsidiary Guarantors]

                                            By_________________________________
                                              Name:
                                              Title:

                                            J.P. Morgan Trust Company, National
                                            Association, as Trustee

                                            By_________________________________
                                              Name:
                                              Title:

                                      F-2

                                   Schedule A

                List of Agreements pursuant to Section 4.15(b)(v)

1.   Joint Venture Agreement dated as of November 1, 1998, among CorrChoice,
     Inc., Greif Bros. Corporation, Geoffrey A. Jollay and R. Dean Jollay, and
     John J. McLaughlin, and agreements related thereto.

                                      F-3

                             CROSS-REFERENCE TABLE*

Trust Indenture Act                                                     Indenture
- -------------------                                                     ---------
                                                                     
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) .............................................................   2.06
   (b) ..............................................................   14.03
   (c) ..............................................................   14.03
313 (a) .............................................................   7.06
   (b)(1) ...........................................................   N.A.
   (b)(2) ...........................................................   7.06; 7.07
   (c) ..............................................................   7.06; 14.02
   (d) ..............................................................   7.06
314 (a) .............................................................   4.03; 4.04; 14.02
   (b) ..............................................................   N.A.
   (c)(1) ...........................................................   14.04
   (c)(2) ...........................................................   14.04
   (c)(3) ...........................................................   N.A.
   (d) ..............................................................   N.A.
   (e) ..............................................................   14.05
   (f) ..............................................................   NA
315 (a) .............................................................   7.01
   (b) ..............................................................   7.05; 14.02
   (c) ..............................................................   7.01
   (d) ..............................................................   7.01
   (e) ..............................................................   6.11
316 (a)(last sentence) ..............................................   2.10
   (a)(1)(A) ........................................................   6.05
   (a)(1)(B) ........................................................   6.04
   (a)(2) ...........................................................   N.A.
   (b) ..............................................................   6.07
   (c) ..............................................................   2.02
317 (a)(1) ..........................................................   6.08
   (a)(2) ...........................................................   6.09
   (b) ..............................................................   2.05
318 (a) .............................................................   14.01
   (b) ..............................................................   N.A.
   (c) ..............................................................   14.01

N.A. means not applicable.

*This Cross-Reference Table is not part of this Indenture.

                                        i

                                                                    EXHIBIT 4(b)

================================================================================
                                 (Face of Note)

                    8-7/8% Senior Subordinated Note due 2012

                                                            CUSIP  _____________
No. _____                                                         $_____________

                             GREIF BROS. CORPORATION

promises to pay to _____________ or registered assigns, the principal sum of
_____________________ Dollars________________ on August 1, 2012.

Interest Payment Dates:  February 1 and August 1, commencing February 1, 2003

Record Dates:  January 15 and July 15.

     IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually
or by facsimile by its duly authorized officers.

                                         GREIF BROS. CORPORATION

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

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

                          CERTIFICATE OF AUTHENTICATION

This is one of the Global
Notes referred to in the
within-mentioned Indenture.

J.P. MORGAN TRUST COMPANY
NATIONAL ASSOCIATION,
as Trustee

By:
   ---------------------------------
   Authorized Officer

Dated ____________, 2002

                                 (Back of Note)

                    8-7/8% Senior Subordinated Note due 2012

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

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

     1.   Interest. Greif Bros. Corporation., a Delaware corporation (the
"Issuer"), promises to pay interest on the principal amount of this Note at
8.875% per annum until maturity and shall pay Special Interest, if any, as
provided in Section 4 of the Registration Rights Agreement. The Issuer shall pay
interest semi-annually on February 1 and August 1 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 shall accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided, however, 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 February
1, 2003. The Issuer shall 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 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 periods) from time to time on demand at
the same rate to the extent lawful. Interest shall be computed on the basis of a
360-day year of twelve 30-day months.

     2.   Method of Payment. The Issuer shall pay interest on the Notes to the
Persons who are Holders at the close of business on the January 15 or July 15
next preceding the Interest Payment Date, even if such Notes are cancelled after
such record date and on or before such Interest Payment Date, except as provided
in Section 2.13 of the Indenture with respect to defaulted interest. The Notes
shall be payable as to principal, premium, if any, and interest and Special
Interest, if any, at the office or agency of the Issuer maintained for such
purpose within or without the City and State of New York, or, at the option of
the Issuer, payment of interest may be made by check mailed to the Holders at
their addresses set forth in the Security Register; provided, however, that
payment by wire transfer of immediately available funds shall be required with
respect to principal of, and interest and Special Interest, if any, and premium,
if any, on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Issuer or 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. The principal of the Notes shall
be payable only upon surrender of any Note at the Corporate Trust Office of the
Trustee or at the specified offices of any other Paying Agent. If any Interest
Payment Date for, or the due date for payment of the principal of, the Notes is
not a Business Day at the place in which it is presented for payment, the Holder
thereof shall not be entitled to payment of the amount due until the next
succeeding Business Day at such place and shall not be entitled to any further
interest or other payment in respect of such delay.

     3.   Paying Agent and Registrar. Initially, J.P. Morgan Trust Company,
National Association, the Trustee under the Indenture, shall act as Paying Agent
and Registrar. The Issuer may change any Paying Agent or Registrar without
notice to any Holder. The Issuer or any of its Subsidiaries may act in any such
capacity.

     4.   Indenture. The Issuer issued the Notes under an Indenture dated as of
July 31, 2002 ("Indenture") among the Issuer, the guarantors party thereto (the
"Subsidiary 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
Trust Indenture Act of 1939, as amended (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.

     5.   Optional Redemption.

     (a) Except as set forth in clauses (b) and (c) of this Section 5, the Notes
shall not be redeemable at the option of the Issuer prior to August 1, 2007.
Starting on that date, the Issuer may redeem all or any portion of the Notes, at
once or over time, after giving the required notice under the Indenture. The
Notes may be redeemed at the redemption prices set forth below, plus accrued and
unpaid interest, including Special Interest, if any, to the redemption date
(subject to the right of Holders on the relevant record date to receive interest
due on the relevant Interest Payment Date). The following prices are for Notes
redeemed during the 12-month period commencing on August 1 of the years set
forth below, and are expressed as percentages of principal amount:

                                                                Redemption
                                                                -----------
Year                                                               Price
- ----                                                               -----
2007 ..........................................................    104.438%
2008 ..........................................................    102.958%
2009 ..........................................................    101.479%
2010 and thereafter ...........................................    100.000%

     (b) At any time prior to August 1, 2007, the Issuer may redeem all or any
portion of the Notes, at once or over time, after giving the required notice
under the Indenture at a redemption price equal to the greater of:

               (i)  100% of the principal amount of the Notes to be redeemed,
          and

               (ii) the sum of the present values of (1) the redemption price of
          the Notes at August 1, 2007 (as set forth in clause (a) of this
          Section 5) and (2) the remaining scheduled payments of interest from
          the redemption date to August 1, 2007, but excluding accrued and
          unpaid interest to the redemption date, discounted to the redemption
          date on a semi-annual basis (assuming a 360-day year consisting of
          twelve 30-day months) at the Treasury Rate plus 50 basis points,

plus, in either case, accrued and unpaid interest, including Special Interest,
if any, to the redemption date (subject to the right of Holders on the relevant
record date to receive interest due on the relevant Interest Payment Date).

     Any notice to Holders of a redemption pursuant to this clause (b) shall
include the appropriate calculation of the redemption price, but need not
include the redemption price itself. The actual redemption price, calculated as
described in this clause (b), shall be set forth in an Officer's Certificate
delivered to the Trustee no later than two Business Days prior to the redemption
date (unless clause (2) of the definition of "Comparable Treasury Price" is

applicable, in which case such Officer's Certificate will be delivered on the
redemption date).

     (c) At any time and from time to time prior to August 1, 2005, the Issuer
may redeem up to a maximum of 35% of the aggregate principal amount of the Notes
(including any Additional Notes) that have been issued under the Indenture on or
after the Issue Date with the proceeds of one or more Equity Offerings, at a
redemption price equal to 108.875% of the principal amount thereof, plus accrued
and unpaid interest, including Special Interest, if any, to the redemption date
(subject to the right of Holders on the relevant record date to receive interest
due on the relevant Interest Payment Date); provided, however, that after giving
effect to any such redemption, at least 65% of the aggregate principal amount of
the Notes (including any Additional Notes) that have been issued under the
Indenture on or after the Issue Date remains outstanding. Any such redemption
shall be made within 90 days of such Equity Offering upon not less than 30 nor
more than 60 days' prior notice.

     (d) Any prepayment pursuant to this Section 5 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 of the Indenture.

     6.   Mandatory Redemption. The Issuer shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes.

     7.   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
Notes are to be redeemed at its registered address. 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.

     8.   Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Issuer may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuer 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 Issuer need
not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

     9.   Persons Deemed Owners. The registered holder of a Note may be treated
as its owner for all purposes.

     10.  Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in aggregate principal amount of the then
outstanding Notes voting as a single class, and any existing default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of at least a majority in aggregate principal amount
of the then outstanding Notes voting as a single class. Without the consent of
any Holder, the Indenture or the Notes may be amended or supplemented to: cure
any ambiguity, omission, defect or inconsistency; provide for the assumption by
a Surviving Person of the obligations of the Issuer under the Indenture or of a
Subsidiary Guarantor under the Indenture or its Subsidiary Guaranty; provide for
uncertificated Notes in addition to or in place of certificated Notes (provided
that the uncertificated Notes are issued in registered form for purposes of
Section 163(f) of the Code, or in a manner such that the uncertificated Notes
are described in Section 163(f)(2)(B) of the Code); add additional Guarantees
with respect to the Notes or to release Subsidiary Guarantors from Subsidiary
Guaranties as provided by the terms of the Indenture; secure the Notes, add to
the covenants of the Issuer for the benefit of the Holders of the Notes or
surrender any right or power conferred upon the Issuer; make any change that
does not adversely affect in any material respect the rights of any Holder of
the Notes under the Indenture; make any change to the subordination provisions
of the Indenture that would limit or terminate the benefits available to any
holder of Senior Debt under such provisions (subject to the consent of such
holders of Senior Debt pursuant to Section 9.03 of the Indenture); comply with
any requirement of the Commission in connection with the qualification of the
Indenture under the TIA; or provide for the issuance of additional Notes in
accordance with the Indenture. No amendment or supplement may be made to the
subordination provisions of this

Indenture that adversely affects the rights of any holder of Senior Debt then
outstanding unless the holders of such Senior Debt (or their Representative)
consents to such change.

     11.  Defaults and Remedies. Each of the following is an Event of Default
under the Indenture: (1) failure to make the payment of any interest, or Special
Interest, if any, on the Notes issued under the Indenture when the same becomes
due and payable, and such failure continues for a period of 30 days; (2) failure
to make the payment of any principal of, or premium, if any, on, any of the
Notes issued under the Indenture when the same becomes due and payable at their
Stated Maturity, upon acceleration, redemption, required repurchase or
otherwise; (3) failure to comply with Section 5.01 of the Indenture; (4) failure
to comply with any other covenant or agreement in the Notes or in the Indenture
(other than a failure that is the subject of the foregoing clause (1), (2) or
(3)), and such failure continues for 30 days after written notice is given to
the Issuer as provided in Section 6.01(b) of the Indenture; (5) a default under
any Debt by the Issuer or any Restricted Subsidiary that results in acceleration
of the maturity of such Debt, or failure to pay any such Debt at maturity, in an
aggregate amount greater than $20.0 million or its foreign currency equivalent
at the time; (6) any judgment or judgments for the payment of money in an
aggregate amount in excess of $20.0 million (or its foreign currency equivalent
at the time) (net of applicable insurance coverage) that shall be rendered
against the Issuer or any Restricted Subsidiary by a court of competent
jurisdiction and that judgment shall not be vacated, waived, satisfied or
discharged for any period of 60 consecutive days during which a stay of
enforcement shall not be in effect; (7) certain events involving bankruptcy,
insolvency or reorganization of the Issuer or any Restricted Subsidiary that is
a Significant Subsidiary; and (8) any Subsidiary Guaranty of one or more
Restricted Subsidiaries that are Subsidiary Guarantors which by themselves or
taken together would constitute a Significant Subsidiary ceases to be in full
force and effect (other than in accordance with the terms of such Subsidiary
Guaranty or the Indenture), or any Subsidiary Guarantor denies or disaffirms its
obligations under its Subsidiary Guaranty relating to the Notes. A Default under
clause (4) is not an Event of Default in respect of the Notes until the Trustee
or the Holders of not less than 25% in aggregate principal amount of Notes then
outstanding notify the Issuer of the Default, and the Issuer does not cure such
Default within the time specified after receipt of such notice. If any Event of
Default (other than under clause (7)) occurs and is continuing, the Trustee or
the Holders of not less than 25% in aggregate principal amount of the Notes then
outstanding may declare all the Notes to be due and payable. In the case of an
Event of Default under clause (7), all outstanding Notes shall become due and
payable immediately without any declaration or other act on the part of the
Trustee or the Holders. Holders may not enforce the Indenture or the Notes
except as provided in the Indenture. In the event of a declaration of
acceleration of the Notes because an Event of Default has occurred and is
continuing as a result of the acceleration of any Debt described in clause (5),
the declaration of acceleration of the Notes shall be automatically annulled if
the holders of any Debt described in clause (5) have rescinded the declaration
of acceleration in respect of such Debt within 30 days of the date of such
declaration and if (i) the annulment of the acceleration of the Notes would not
conflict with any judgment or decree of a court of competent jurisdiction, and
(ii) all existing Events of Default, except nonpayment of principal or interest
on the Notes that became due solely because of the acceleration of the Notes,
have been cured or waived. Subject to certain limitations, Holders of a majority
in aggregate principal amount of the Notes then outstanding may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of any continuing Default or Event of Default (except a Default
or Event of Default relating to the payment of principal, premium, if any, or
interest, including Special Interest, if any) if a committee of Responsible
Officers of the Trustee determines that withholding the notice is in the
interest of the Holders. 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 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 or Special Interest on, or the
principal of, the Notes. The Issuer is required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and the Issuer 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.

     12.  Trustee Dealings with Issuer. The Trustee in its individual or any
other capacity may become the owner or pledgee of Notes and may otherwise deal
with the Issuer or any Affiliate of the Issuer with the same rights it would
have if it were not Trustee.

     13.  No Recourse Against Others. No past, present or future director,
officer, employee, incorporator, member, partner or stockholder of the Issuer or
any Subsidiary Guarantor as such, shall have any liability for any Obligations
of the Issuer or any Subsidiary Guarantor under the Notes, 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 issuance of the Notes.

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

     15.  Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).

     16.  CUSIP 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 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 Issuer shall furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

               Greif Bros. Corporation
               425 Winter Road
               Delaware, Ohio  43015
               Attention: General Counsel
               Telecopier No:  740-549-6101

                                 Assignment Form

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

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

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)
and irrevocably appoint
                       ---------------------------------------------------------
to transfer this Note on the books of the Issuer. 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:
                                                    ----------------------------

                       Option of Holder to Elect Purchase

     If you want to elect to have this Note purchased by the Issuer pursuant to
Section 4.13 or 4.17 of the Indenture, check the box below:

[_]  Section 4.13                         [_]  Section 4.17

     If you want to elect to have only part of the Note purchased by the Issuer
pursuant to Section 4.13 or Section 4.17 of the Indenture, state the amount you
elect to have purchased: $___________

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

                             Soc. Sec. or Tax Identification No.:
                                                                 ---------------

SignatureGuarantee:
                   ----------------------------------------------------
                            (Signature must be guaranteed by a financial
                            institution that is a member of the Securities
                            Transfer Agent Medallion Program ("STAMP"), the
                            Stock Exchange Medallion Program ("SEMP"), the New
                            York Stock Exchange, Inc. Medallion Signature
                            Program ("MSP") or such other signature guarantee
                            program as may be determined by the Registrar in
                            addition to, or in substitution for, STAMP, SEMP or
                            MSP, all in accordance with the Securities Exchange
                            Act of 1934, as amended.)

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

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

                                                                            
                                                                  Principal Amount
                        Amount of                                of this Global Note        Signature of
                       decrease in         Amount of increase      following such       authorized signatory
                    Principal Amount      in Principal Amount       decrease (or           of Trustee or
Date of Exchange   of this Global Note    of this Global Note         increase)           Note Custodian
- ----------------   -------------------    -------------------         ---------           --------------

                                                                    EXHIBIT 4(c)

                                                               EXECUTION VERSION

                             GREIF BROS. CORPORATION

                                  $250,000,000
                     8? % Senior Subordinated Notes Due 2012

                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York
                                                                   July 31, 2002

Salomon Smith Barney Inc.
Deutsche Bank Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
McDonald Investments Inc.
SunTrust Capital Markets, Inc.
NatCity Investments, Inc.
ING Financial Markets LLC
U.S. Bancorp Piper Jaffray Inc.
Huntington Capital Corp.
As Representatives of the Initial Purchasers

c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Dear Sirs:

     Greif Bros. Corporation, a corporation organized under the laws of Delaware
(the "Company"), proposes to issue and sell to certain purchasers (the "Initial
Purchasers"), upon the terms set forth in a Purchase Agreement dated as of July
25, 2002, between the Company, the subsidiary guarantors signatory thereto and
the Initial Purchasers (the "Purchase Agreement"), $250,000,000 aggregate
principal amount of its 8? % Senior Subordinated Notes Due 2012 (the "Notes")
relating to the initial placement of the Notes (the "Initial Placement"). The
Notes will be unconditionally guaranteed (the "Guarantees," and, together with
the Notes, the "Securities") on a senior subordinated basis by each of the
Company's direct and indirect domestic subsidiaries set forth on the signature
page hereto (the "Guarantors"). To induce the Initial Purchasers to enter into
the Purchase Agreement and to satisfy a condition of your obligations
thereunder, the Company and the Guarantors agree with you for your benefit and
the benefit of the holders from time to time of the Securities (including the
Initial Purchasers) (each a "Holder" and, together, the "Holders"), as follows:

     1.   Definitions. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase Agreement. As used in
this Agreement, the following capitalized defined terms shall have the following
meanings:

     "Act" shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.

     "Affiliate" of any specified Person shall mean any other Person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified Person. For purposes of this definition, control of
a Person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.

     "Broker-Dealer" shall mean any broker or dealer registered as such under
the Exchange Act.

     "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

     "Commission" shall mean the Securities and Exchange Commission.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.

     "Exchange Offer Registration Period" shall mean the one-year period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

     "Exchange Offer Registration Statement" shall mean a registration statement
of the Company and the Guarantors on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

     "Exchanging Dealer" shall mean any Holder (which may include any Initial
Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any
Securities that it acquired for its own account as a result of market-making
activities or other trading activities (but not directly from the Company or any
Affiliate of the Company) for New Securities.

     "Final Memorandum" shall have the meaning set forth in the Purchase
Agreement.

     "Holder" shall have the meaning set forth in the preamble hereto.

     "Indenture" shall mean the Indenture relating to the Securities, dated as
of July 31, 2002 between the Company, the Guarantors and J.P. Morgan Trust
Company, National Association, as trustee, as the same may be amended from time
to time in accordance with the terms thereof.

                                        2

     "Initial Placement" shall have the meaning set forth in the preamble
hereto.

     "Initial Purchasers" shall have the meaning set forth in the preamble
hereto.

     "Losses" shall have the meaning set forth in Section 7(d) hereof.

     "Majority Holders" shall mean the Holders of a majority of the aggregate
principal amount of Securities registered under a Registration Statement.

     "Managing Underwriters" shall mean the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.

     "New Securities" shall mean debt securities of the Company and the
Guarantors, identical in all material respects to the Securities (except that
the cash interest and interest rate step-up provisions and the transfer
restrictions shall be modified or eliminated, as appropriate) and to be issued
under the Indenture or the New Securities Indenture.

     "New Securities Indenture" shall mean an indenture between the Company, the
Guarantors and the New Securities Trustee, identical in all material respects to
the Indenture (except that the cash interest and interest rate step-up
provisions will be modified or eliminated, as appropriate).

     "New Securities Trustee" shall mean a bank or trust company reasonably
satisfactory to the Initial Purchasers, as trustee with respect to the New
Securities under the New Securities Indenture.

     "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto and all
material incorporated by reference therein.

     "Purchase Agreement" shall have the meaning set forth in the preamble
hereto.

     "Registered Exchange Offer" shall mean the proposed offer of the Company to
issue and deliver to the Holders of the Securities that are not prohibited by
any law or policy of the Commission from participating in such offer, in
exchange for the Securities, a like aggregate principal amount of the New
Securities.

     "Registration Statement" shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the New Securities pursuant to the provisions of this Agreement, any amendments
and supplements to such registration statement, including post-effective
amendments (in each case including the Prospectus contained therein), all
exhibits thereto and all material incorporated by reference therein.

     "Securities" shall have the meaning set forth in the preamble hereto.

                                        3

     "Shelf Registration" shall mean a registration effected pursuant to Section
3 hereof.

     "Shelf Registration Period" has the meaning set forth in Section 3(b)(ii)
hereof.

     "Shelf Registration Statement" shall mean a "shelf" registration statement
of the Company and the Guarantors pursuant to the provisions of Section 3 hereof
which covers some or all of the Securities or New Securities, as applicable, on
an appropriate form under Rule 415 under the Act, or any similar rule that may
be adopted by the Commission, amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

     "Trustee" shall mean the trustee with respect to the Securities under the
Indenture.

     "underwriter" shall mean any underwriter of Securities in connection with
an offering thereof under a Shelf Registration Statement.

     2.   Registered Exchange Offer.

          (a)  The Company and the Guarantors shall prepare and, not later than
     90 days following the date of the original issuance of the Securities (or
     if such 90th day is not a Business Day, the next succeeding Business Day),
     shall file with the Commission the Exchange Offer Registration Statement
     with respect to the Registered Exchange Offer. The Company and the
     Guarantors shall use their best efforts to cause the Exchange Offer
     Registration Statement to become effective under the Act within 150 days of
     the date of the original issuance of the Securities (or if such 150th day
     is not a Business Day, the next succeeding Business Day).

          (b)  Upon the effectiveness of the Exchange Offer Registration
     Statement, the Company and the Guarantors shall promptly commence the
     Registered Exchange Offer, it being the objective of such Registered
     Exchange Offer to enable each Holder electing to exchange Securities for
     New Securities (assuming that such Holder is not an Affiliate of the
     Company, acquires the New Securities in the ordinary course of such
     Holder's business, has no arrangements with any Person to participate in
     the distribution of the New Securities and is not prohibited by any law or
     policy of the Commission from participating in the Registered Exchange
     Offer) to trade such New Securities from and after their receipt without
     any limitations or restrictions under the Act and without material
     restrictions under the securities laws of a substantial proportion of the
     several states of the United States.

          (c)  In connection with the Registered Exchange Offer, the Company and
     the Guarantors shall:

               (i)  mail or cause to be mailed or delivered to each Holder a
          copy of the Prospectus forming part of the Exchange Offer Registration
          Statement, together with an appropriate letter of transmittal and
          related documents;

                                        4

               (ii) keep the Registered Exchange Offer open for not less than 30
          days and not more than 45 days after the date notice thereof is mailed
          to the Holders (or, in each case, longer if required by applicable
          law);

               (iii) use their best efforts to keep the Exchange Offer
          Registration Statement continuously effective under the Act,
          supplemented and amended as required, under the Act to ensure that it
          is available for sales of New Securities by Exchanging Dealers during
          the Exchange Offer Registration Period;

               (iv) utilize the services of a depositary for the Registered
          Exchange Offer with an address in the Borough of Manhattan in New York
          City, which may be the Trustee, the New Securities Trustee or an
          Affiliate of either of them;

               (v) permit Holders to withdraw tendered Securities at any time
          prior to the close of business, New York time, on the last Business
          Day on which the Registered Exchange Offer is open;

               (vi) if requested by the Commission, prior to effectiveness of
          the Exchange Offer Registration Statement, provide a supplemental
          letter to the Commission (A) stating that the Company and the
          Guarantors are conducting the Registered Exchange Offer in reliance on
          the position of the Commission in Exxon Capital Holdings Corporation
          (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub.
          avail. June 5, 1991); and (B) including a representation that the
          Company and the Guarantors have not entered into any arrangement or
          understanding with any Person to distribute the New Securities to be
          received in the Registered Exchange Offer and that, to the best of
          their information and belief, each Holder participating in the
          Registered Exchange Offer is acquiring the New Securities in the
          ordinary course of business and has no arrangement or understanding
          with any Person to participate in the distribution of the New
          Securities; and

               (vii) comply in all respects with all applicable laws.

          (d)  As soon as practicable after the close of the Registered Exchange
     Offer, the Company and the Guarantors shall:

               (i) accept for exchange all Securities tendered and not validly
          withdrawn pursuant to the Registered Exchange Offer;

               (ii) deliver to the Trustee for cancellation in accordance with
          Section 5(s) all Securities so accepted for exchange; and

               (iii) cause the Trustee or the New Securities Trustee, as the
          case may be, promptly to authenticate and deliver to each Holder of
          Securities a principal amount of New Securities equal to the principal
          amount of the Securities of such Holder so accepted for exchange.

                                        5

          (e)  Each Holder hereby acknowledges and agrees that any Broker-Dealer
     and any such Holder using the Registered Exchange Offer to participate in a
     distribution of the New Securities, if the resales are of New Securities
     obtained by such Holder in exchange for Securities acquired by such Holder
     directly from the Company or one of its Affiliates, (x) could not under
     Commission policy as in effect on the date of this Agreement rely on the
     position of the Commission in Morgan Stanley and Co., Inc. (pub. avail.
     June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13,
     1988), as interpreted inthe Commission's letter to Shearman & Sterling
     dated July 2, 1993 and similar no-action letters; and (y) must comply with
     the registration and prospectus delivery requirements of the Act in
     connection with any secondary resale transaction and such transaction must
     be covered by an effective registration statement containing the selling
     security holder information required by Item 507 or 508, as applicable, of
     Regulation S-K under the Act. Accordingly, each Holder participating in the
     Registered Exchange Offer shall be required to represent to the Company and
     the Guarantors that, at the time of the consummation of the Registered
     Exchange Offer:

               (i) any New Securities received by such Holder will be acquired
          in the ordinary course of business;

               (ii) such Holder will have no arrangement or understanding with
          any Person to participate in the distribution of the Securities or the
          New Securities within the meaning of the Act; and

               (iii) such Holder is not an Affiliate of the Company or any of
          the Guarantors (or if it is, that it will comply with the registration
          and prospectus delivery requirements of the Act to the extent
          applicable).

          (f)  If any Initial Purchaser determines that it is not eligible to
     participate in the Registered Exchange Offer with respect to the exchange
     of Securities constituting any portion of an unsold allotment, at the
     request of such Initial Purchaser, the Company and the Guarantors shall
     issue and deliver to such Initial Purchaser or the Person purchasing New
     Securities registered under a Shelf Registration Statement as contemplated
     by Section 3 hereof from such Initial Purchaser, in exchange for such
     Securities, a like principal amount of New Securities. The Company and the
     Guarantors shall use their best efforts to cause the CUSIP Service Bureau
     to issue the same CUSIP number for such New Securities as for New
     Securities issued pursuant to the Registered Exchange Offer.

     3.   Shelf Registration.

          (a)  If (i) due to any change in law or applicable interpretations
     thereof by the Commission's staff, the Company determines upon advice of
     its outside counsel that it is not permitted to effect the Registered
     Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other
     reason the Exchange Offer Registration Statement is not declared effective
     by the Commission under the Act within 150 days of the date of the original
     issuance of the Securities or the Registered Exchange Offer is not
     consummated within 180 days of the date of the original issuance of the
     Securities; (iii)

                                        6

     any Initial Purchaser so requests with respect to Securities that are not
     eligible to be exchanged for New Securities in the Registered Exchange
     Offer and that are held by it following consummation of the Registered
     Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not
     eligible to participate in the Registered Exchange Offer or does not
     receive freely tradable New Securities in the Registered Exchange Offer
     other than by reason of such Holder being an Affiliate of the Company (it
     being understood that the requirement that a participating Broker-Dealer
     deliver the prospectus contained in the Exchange Offer Registration
     Statement in connection with sales of New Securities shall not result in
     such New Securities being not "freely tradable"); or (v) in the case of any
     Initial Purchaser that participates in the Registered Exchange Offer or
     acquires New Securities pursuant to Section 2(f) hereof, such Initial
     Purchaser does not receive freely tradable New Securities in exchange for
     Securities constituting any portion of an unsold allotment, other than by
     reason of such Holder being an Affiliate of the Company (it being
     understood that (x) the requirement that an Initial Purchaser deliver a
     Prospectus containing the information required by Item 507 or 508 of
     Regulation S-K under the Act in connection with sales of New Securities
     acquired in exchange for such Securities shall result in such New
     Securities being not "freely tradable;" and (y) the requirement that an
     Exchanging Dealer deliver a Prospectus in connection with sales of New
     Securities acquired in the Registered Exchange Offer in exchange for
     Securities acquired as a result of market-making activities or other
     trading activities shall not result in such New Securities being not
     "freely tradable") the Company and the Guarantors shall effect a Shelf
     Registration Statement in accordance with subsection (b) below.

          (b)

               (i) The Company and the Guarantors shall as promptly as
          practicable (but in no event more than 45 days after so required or
          requested pursuant to this Section 3), file with the Commission and
          thereafter shall use their best efforts to cause to be declared
          effective under the Act a Shelf Registration Statement relating to the
          offer and sale of the Securities or the New Securities, as applicable,
          by the Holders thereof from time to time in accordance with the
          methods of distribution elected by such Holders and set forth in such
          Shelf Registration Statement; provided, however, that no Holder (other
          than an Initial Purchaser) shall be entitled to have the Securities
          held by it covered by such Shelf Registration Statement unless such
          Holder agrees in writing to be bound by all of the provisions of this
          Agreement applicable to such Holder; and provided further, that with
          respect to New Securities received by an Initial Purchaser in exchange
          for Securities constituting any portion of an unsold allotment, the
          Company and the Guarantors may, if permitted by current
          interpretations by the Commission's staff, file a post-effective
          amendment to the Exchange Offer Registration Statement containing the
          information required by Item 507 or 508 of Regulation S-K, as
          applicable, in satisfaction of their obligations under this subsection
          with respect thereto, and any such Exchange Offer Registration
          Statement, as so amended, shall be referred to herein as, and governed
          by the provisions herein applicable to, a Shelf Registration
          Statement.

                                        7

               (ii) The Company and the Guarantors shall use their best efforts
          to keep the Shelf Registration Statement continuously effective,
          supplemented and amended as required by the Act, in order to permit
          the Prospectus forming part thereof to be usable by Holders for a
          period of two years from the date the Shelf Registration Statement is
          declared effective by the Commission or such shorter period that will
          terminate when all the Securities or New Securities, as applicable,
          covered by the Shelf Registration Statement have been sold pursuant to
          the Shelf Registration Statement (in any such case, such period being
          called the "Shelf Registration Period"). The Company and the
          Guarantors shall be deemed not to have used their best efforts to keep
          the Shelf Registration Statement effective during the requisite period
          if they voluntarily take any action that would result in Holders of
          Securities covered thereby not being able to offer and sell such
          Securities during that period, unless (A) such action is required by
          applicable law; or (B) such action is taken by the Company and the
          Guarantors in good faith and for valid business reasons (not including
          avoidance of the Company's and the Guarantors' obligations hereunder),
          including the acquisition or divestiture of assets to the extent
          permitted by the terms of the Indenture, so long as the Company and
          the Guarantors promptly thereafter comply with the requirements of
          Section 5(k) hereof, if applicable.

               (iii) The Company and the Guarantors shall cause the Shelf
          Registration Statement and the related Prospectus and any amendment or
          supplement thereto, as of the effective date of the Shelf Registration
          Statement or such amendment or supplement, (A) to comply in all
          material respects with the applicable requirements of the Act and the
          rules and regulations of the Commission; and (B) not to contain any
          untrue statement of a material fact or omit to state a material fact
          required to be stated therein or necessary in order to make the
          statements therein, in the light of the circumstances under which they
          were made, not misleading.

     4.   Special Interest. If (a) on or prior to the 90th day following the
original issue date of the Securities, neither the Exchange Offer Registration
Statement nor the Shelf Registration Statement has been filed with the
Commission, (b) on or prior to the 150th day following the original issue date
of the Securities, neither the Exchange Offer Registration Statement nor the
Shelf Registration Statement has been declared effective, (c) on or prior to the
180th day following the original issue date of the Securities, neither the
Registered Exchange Offer has been consummated nor the Shelf Registration
Statement has been declared effective, or (d) after either the Exchange Offer
Registration Statement or the Shelf Registration Statement has been declared
effective, such Registration Statement thereafter ceases to be effective or
usable (subject to certain exceptions) in connection with resales of Securities
or New Securities in accordance with and during the periods specified in this
Agreement (each such event referred to in clauses (a) through (d), a
("Registration Default"), interest ("Special Interest") will accrue on the
principal amount of the Securities and the New Securities (in addition to the
stated interest on the Securities and New Securities) from and including the
date on which any such Registration Default shall occur to but excluding the
date on which all Registration Defaults have been cured. Special Interest will
accrue at a rate of 0.25% per annum during the 90-day period immediately
following the occurrence of such Registration Default and shall increase by
0.25%

                                        8

per annum at the end of each subsequent 90-day period, but in no event shall
such rate exceed 1.00% per annum.

     All obligations of the Company and the Guarantors set forth in the
preceding paragraph that are outstanding with respect to any Security at the
time such Security is exchanged for a New Security shall survive until such time
as all such obligations with respect to such Security have been satisfied in
full.

     5.   Additional Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

          (a)  The Company and the Guarantors shall:

               (i) furnish to you, not less than five Business Days prior to the
          filing thereof with the Commission, a copy of any Exchange Offer
          Registration Statement and any Shelf Registration Statement, and each
          amendment thereof and each amendment or supplement, if any, to the
          Prospectus included therein (including all documents incorporated by
          reference therein after the initial filing) and shall use their best
          efforts to reflect in each such document, when so filed with the
          Commission, such comments as you reasonably propose;

               (ii) include the information set forth in Annex A hereto on the
          facing page of the Exchange Offer Registration Statement, in Annex B
          hereto in the forepart of the Exchange Offer Registration Statement in
          a section setting forth details of the Exchange Offer, in Annex C
          hereto in the underwriting or plan of distribution section of the
          Prospectus contained in the Exchange Offer Registration Statement, and
          in Annex D hereto in the letter of transmittal delivered pursuant to
          the Registered Exchange Offer;

               (iii) if requested by an Initial Purchaser, include the
          information required by Item 507 or 508 of Regulation S-K, as
          applicable, in the Prospectus contained in the Exchange Offer
          Registration Statement; and

               (iv) in the case of a Shelf Registration Statement, include the
          names of the Holders that propose to sell Securities pursuant to the
          Shelf Registration Statement as selling security holders.

          (b)  The Company and the Guarantors shall ensure that:

               (i) any Registration Statement and any amendment thereto and any
          Prospectus forming part thereof and any amendment or supplement
          thereto complies in all material respects with the Act and the rules
          and regulations thereunder; and

               (ii) any Registration Statement and any amendment thereto does
          not, when it becomes effective, contain an untrue statement of a
          material fact

                                        9

               or omit to state a material fact required to be stated therein or
               necessary to make the statements therein not misleading.

          (c)  The Company and the Guarantors shall advise you, the Holders of
     Securities covered by any Shelf Registration Statement and any Exchanging
     Dealer under any Exchange Offer Registration Statement that has provided in
     writing to the Company and the Guarantors a telephone or facsimile number
     and address for notices, and, if requested by you or any such Holder or
     Exchanging Dealer, shall confirm such advice in writing (which notice
     pursuant to clauses (ii) through (v) hereof shall be accompanied by an
     instruction to suspend the use of the Prospectus until the Company and the
     Guarantors shall have remedied the basis for such suspension):

               (i) when a Registration Statement and any amendment thereto has
          been filed with the Commission and when the Registration Statement or
          any post-effective amendment thereto has become effective;

               (ii) of any request by the Commission for any amendment or
          supplement to the Registration Statement or the Prospectus or for
          additional information;

               (iii) of the issuance by the Commission of any stop order
          suspending the effectiveness of the Registration Statement or the
          initiation of any proceedings for that purpose;

               (iv) of the receipt by the Company and the Guarantors of any
          notification with respect to the suspension of the qualification of
          the securities included therein for sale in any jurisdiction or the
          initiation of any proceeding for such purpose; and

               (v) of the happening of any event that requires any change in the
          Registration Statement or the Prospectus so that, as of such date, the
          statements therein are not misleading and do not omit to state a
          material fact required to be stated therein or necessary to make the
          statements therein (in the case of the Prospectus, in the light of the
          circumstances under which they were made) not misleading.

          (d)  The Company and the Guarantors shall use their best efforts to
     obtain the withdrawal of any order suspending the effectiveness of any
     Registration Statement or the qualification of the securities therein for
     sale in any jurisdiction at the earliest possible time.

          (e)  The Company and the Guarantors shall furnish to each Holder of
     Securities covered by any Shelf Registration Statement, without charge, at
     least one copy of such Shelf Registration Statement and any post-effective
     amendment thereto, including all material incorporated therein by
     reference, and, if the Holder so requests in writing, all exhibits thereto
     (including exhibits incorporated by reference therein).

                                       10

          (f)  The Company and the Guarantors shall, during the Shelf
     Registration Period, deliver to each Holder of Securities covered by any
     Shelf Registration Statement, without charge, as many copies of the
     Prospectus (including each preliminary Prospectus) included in such Shelf
     Registration Statement and any amendment or supplement thereto as such
     Holder may reasonably request. The Company and the Guarantors consent to
     the use of the Prospectus or any amendment or supplement thereto by each of
     the selling Holders of securities in connection with the offering and sale
     of the securities covered by the Prospectus, or any amendment or supplement
     thereto, included in the Shelf Registration Statement.

          (g)  The Company and the Guarantors shall furnish to each Exchanging
     Dealer which so requests, without charge, at least one copy of the Exchange
     Offer Registration Statement and any post-effective amendment thereto,
     including all material incorporated by reference therein, and, if the
     Exchanging Dealer so requests in writing, all exhibits thereto (including
     exhibits incorporated by reference therein).

          (h)  The Company and the Guarantors shall promptly deliver to each
     Initial Purchaser, each Exchanging Dealer and each other Person required to
     deliver a Prospectus during the Exchange Offer Registration Period, without
     charge, as many copies of the Prospectus included in such Exchange Offer
     Registration Statement and any amendment or supplement thereto as any such
     Person may reasonably request. The Company and the Guarantors consent to
     the use of the Prospectus or any amendment or supplement thereto by any
     Initial Purchaser, any Exchanging Dealer and any such other Person that may
     be required to deliver a Prospectus following the Registered Exchange Offer
     in connection with the offering and sale of the New Securities covered by
     the Prospectus, or any amendment or supplement thereto, included in the
     Exchange Offer Registration Statement.

          (i)  Prior to the Registered Exchange Offer or any other offering of
     Securities or New Securities pursuant to any Registration Statement, the
     Company and the Guarantors shall arrange, if necessary, for the
     qualification of the Securities or the New Securities for sale under the
     laws of such jurisdictions as any Holder shall reasonably request and will
     maintain such qualification in effect so long as required; provided that in
     no event shall the Company and the Guarantors be obligated to qualify to do
     business in any jurisdiction where they are not then so qualified or to
     take any action that would subject them to service of process in suits,
     other than those arising out of the Initial Placement, the Registered
     Exchange Offer or any offering pursuant to a Shelf Registration Statement,
     in any such jurisdiction where they are not then so subject.

          (j)  The Company and the Guarantors shall cooperate with the Holders
     of Securities to facilitate the timely preparation and delivery of
     certificates representing New Securities or Securities to be issued or sold
     pursuant to any Registration Statement free of any restrictive legends and
     in such denominations and registered in such names as Holders may request.

          (k)  Upon the occurrence of any event contemplated by subsections
     (c)(ii) through (v) above, the Company and the Guarantors shall promptly

                                       11

     prepare a post-effective amendment to the applicable Registration Statement
     or an amendment or supplement to the related Prospectus or file any other
     required document so that, as thereafter delivered to initial purchasers of
     the securities included therein, the Prospectus will not include an untrue
     statement of a material fact or omit to state any material fact necessary
     to make the statements therein, in the light of the circumstances under
     which they were made, not misleading. In such circumstances, the period of
     effectiveness of the Exchange Offer Registration Statement provided for in
     Section 2 and the Shelf Registration Statement provided for in Section 3(b)
     shall each be extended by the number of days from and including the date of
     the giving of a notice of suspension pursuant to Section 5(c) to and
     including the date when the Initial Purchasers, the Holders of the
     Securities and any known Exchanging Dealer shall have received such amended
     or supplemented Prospectus pursuant to this Section.

          (l)  Not later than the effective date of any Registration Statement,
     the Company and the Guarantors shall provide a CUSIP number for the
     Securities or the New Securities, as the case may be, registered under such
     Registration Statement and provide the Trustee with printed certificates
     for such Securities or New Securities, in a form eligible for deposit with
     The Depository Trust Company.

          (m)  The Company shall comply with all applicable rules and
     regulations of the Commission and shall make generally available to its
     security holders as soon as practicable after the effective date of the
     applicable Registration Statement an earnings statement satisfying the
     provisions of Section 11(a) of the Act.

          (n)  The Company and the Guarantors shall cause the Indenture or the
     New Securities Indenture, as the case may be, to be qualified under the
     Trust Indenture Act in a timely manner.

          (o)  The Company and the Guarantors may require each Holder of
     Securities or New Securities to be sold pursuant to any Shelf Registration
     Statement to furnish to the Company and the Guarantors such information
     regarding the Holder and the distribution of such Securities or New
     Securities as the Company and the Guarantors may from time to time
     reasonably require for inclusion in such Registration Statement. The
     Company and the Guarantors may exclude from such Shelf Registration
     Statement the Securities or New Securities of any Holder that unreasonably
     fails to furnish such information within a reasonable time after receiving
     such request.

          (p)  In the case of any Shelf Registration Statement, the Company and
     the Guarantors shall enter into such agreements and take all other
     appropriate actions (including if requested an underwriting agreement in
     customary form) in order to expedite or facilitate the registration or the
     disposition of the Securities or New Securities, and in connection
     therewith, if an underwriting agreement is entered into, cause the same to
     contain indemnification provisions and procedures no less favorable than
     those set forth in Section 7 (or such other provisions and procedures
     acceptable to the Majority Holders and the Managing Underwriters, if any,
     with respect to all parties to be indemnified pursuant to Section 7).

                                       12

          (q)  In the case of any Shelf Registration Statement, the Company and
     the Guarantors shall:

               (i) make reasonably available for inspection by the Holders of
          Securities or New Securities to be registered thereunder, any
          underwriter participating in any disposition pursuant to such
          Registration Statement, and any attorney, accountant or other agent
          retained by the Holders or any such underwriter all relevant financial
          and other records, pertinent corporate documents and properties of the
          Company and its subsidiaries;

               (ii) cause the Company's officers, directors and employees to
          supply all relevant information reasonably requested by the Holders or
          any such underwriter, attorney, accountant or agent in connection with
          any such Registration Statement as is customary for similar due
          diligence examinations; provided, however, that any information that
          is designated in writing by the Company, in good faith, as
          confidential at the time of delivery of such information shall be kept
          confidential by the Holders or any such underwriter, attorney,
          accountant or agent, unless such disclosure is made in connection with
          a court proceeding or required by law, or such information becomes
          available to the public generally or through a third party without an
          accompanying obligation of confidentiality;

               (iii) make such representations and warranties to the Holders of
          Securities or New Securities registered thereunder and the
          underwriters, if any, in form, substance and scope as are customarily
          made by issuers to underwriters in primary underwritten offerings and
          covering matters including, but not limited to, those set forth in the
          Purchase Agreement;

               (iv) obtain opinions of counsel to the Company and the Guarantors
          and updates thereof (which counsel and opinions (in form, scope and
          substance) shall be reasonably satisfactory to the Managing
          Underwriters, if any) addressed to each selling Holder and the
          underwriters, if any, covering such matters as are customarily covered
          in opinions requested in underwritten offerings and such other matters
          as may be reasonably requested by such Holders and underwriters;

               (v) obtain "cold comfort" letters and updates thereof from the
          independent certified public accountants of the Company (and, if
          necessary, any other independent certified public accountants of any
          subsidiary of the Company or of any business acquired by the Company
          for which financial statements and financial data are, or are required
          to be, included in the Registration Statement), addressed to each
          selling Holder of Securities or New Securities registered thereunder
          and the underwriters, if any, in customary form and covering matters
          of the type customarily covered in "cold comfort" letters in
          connection with primary underwritten offerings; and

                                       13

               (vi) deliver such documents and certificates as may be reasonably
          requested by the Majority Holders and the Managing Underwriters, if
          any, including those to evidence compliance with Section 5(k) and with
          any customary conditions contained in the underwriting agreement or
          other agreement entered into by the Company and the Guarantors.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall
be performed at (A) the effectiveness of such Registration Statement and each
post-effective amendment thereto; and (B) each closing under any underwriting or
similar agreement as and to the extent required thereunder.

          (r)  In the case of any Exchange Offer Registration Statement, the
     Company and the Guarantors shall:

               (i) make reasonably available for inspection by such Initial
          Purchaser, and any attorney, accountant or other agent retained by
          such Initial Purchaser, all relevant financial and other records,
          pertinent corporate documents and properties of the Company and its
          subsidiaries;

               (ii) cause the Company's officers, directors and employees to
          supply all relevant information reasonably requested by such Initial
          Purchaser or any such attorney, accountant or agent in connection with
          any such Registration Statement as is customary for similar due
          diligence examinations; provided, however, that any information that
          is designated in writing by the Company, in good faith, as
          confidential at the time of delivery of such information shall be kept
          confidential by such Initial Purchaser or any such attorney,
          accountant or agent, unless such disclosure is made in connection with
          a court proceeding or required by law, or such information becomes
          available to the public generally or through a third party without an
          accompanying obligation of confidentiality;

               (iii) make such representations and warranties to such Initial
          Purchaser, in form, substance and scope as are customarily made by
          issuers to underwriters in primary underwritten offerings and covering
          matters including, but not limited to, those set forth in the Purchase
          Agreement;

               (iv) obtain opinions of counsel to the Company and the Guarantors
          and updates thereof (which counsel and opinions (in form, scope and
          substance) shall be reasonably satisfactory to such Initial Purchaser
          and its counsel), addressed to such Initial Purchaser, covering such
          matters as are customarily covered in opinions requested in
          underwritten offerings and such other matters as may be reasonably
          requested by such Initial Purchaser or its counsel;

               (v) obtain "cold comfort" letters and updates thereof from the
          independent certified public accountants of the Company (and, if
          necessary, any other independent certified public accountants of any
          subsidiary of the Company or of any business acquired by the Company
          for which financial statements and

                                       14

               financial data are, or are required to be, included in the
               Registration Statement), addressed to such Initial Purchaser, in
               customary form and covering matters of the type customarily
               covered in "cold comfort" letters in connection with primary
               underwritten offerings, or if requested by such Initial Purchaser
               or its counsel in lieu of a "cold comfort" letter, an agreed-upon
               procedures letter under Statement on Auditing Standards No. 35,
               covering matters requested by such Initial Purchaser or its
               counsel; and

                    (vi) deliver such documents and certificates as may be
               reasonably requested by such Initial Purchaser or its counsel,
               including those to evidence compliance with Section 5(k) and with
               conditions customarily contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

               (s)  If a Registered Exchange Offer is to be consummated, upon
          delivery of the Securities by Holders to the Company (or to such other
          Person as directed by the Company) in exchange for the New Securities,
          the Company shall mark, or caused to be marked, on the Securities so
          exchanged that such Securities are being canceled in exchange for the
          New Securities. In no event shall the Securities be marked as paid or
          otherwise satisfied.

               (t)  The Company and the Guarantors will use their best efforts
          (i) if the Securities have been rated prior to the initial sale of
          such Securities, to confirm such ratings will apply to the Securities
          or the New Securities, as the case may be, covered by a Registration
          Statement; or (ii) if the Securities were not previously rated, to
          cause the Securities covered by a Registration Statement to be rated
          with at least one nationally recognized statistical rating agency, if
          so requested by Majority Holders with respect to the related
          Registration Statement or by any Managing Underwriters.

               (u)  In the event that any Broker-Dealer shall underwrite any
          Securities or participate as a member of an underwriting syndicate or
          selling group or "assist in the distribution" (within the meaning of
          the Rules of Fair Practice and the By-Laws of the National Association
          of Securities Dealers, Inc.) thereof, whether as a Holder of such
          Securities or as an underwriter, a placement or sales agent or a
          broker or dealer in respect thereof, or otherwise, assist such
          Broker-Dealer in complying with the requirements of such Rules and
          By-Laws, including, without limitation, by:

                    (i) if such Rules or By-Laws shall so require, engaging a
               "qualified independent underwriter" (as defined in such Rules) to
               participate in the preparation of the Registration Statement, to
               exercise usual standards of due diligence with respect thereto
               and, if any portion of the offering contemplated by such
               Registration Statement is an underwritten offering or is made
               through a placement or sales agent, to recommend the yield of
               such Securities;

                                       15

                    (ii) indemnifying any such qualified independent underwriter
               to the extent of the indemnification of underwriters provided in
               Section 6 hereof; and

                    (iii) providing such information to such Broker-Dealer as
               may be required in order for such Broker-Dealer to comply with
               the requirements of such Rules.

                    (iv) The Company and the Guarantors shall use their best
               efforts to take all other steps necessary to effect the
               registration of the Securities or the New Securities, as the case
               may be, covered by a Registration Statement.

     6.   Registration Expenses. The Company and the Guarantors shall bear all
expenses incurred in connection with the performance of their obligations under
Sections 2, 3 and 5 hereof and, in the event of any Shelf Registration
Statement, will reimburse the Holders for the reasonable fees and disbursements
of one firm or counsel designated by the Majority Holders to act as counsel for
the Holders in connection therewith, and, in the case of any Exchange Offer
Registration Statement, will reimburse the Initial Purchasers for the reasonable
fees and disbursements of counsel acting in connection therewith.

     7.   Indemnification and Contribution.

          (a)  The Company and the Guarantors, jointly and severally, agree to
     indemnify and hold harmless each Holder of Securities or New Securities, as
     the case may be, covered by any Registration Statement (including each
     Initial Purchaser and, with respect to any Prospectus delivery as
     contemplated in Section 5(h) hereof, each Exchanging Dealer), the
     directors, officers, employees and agents of each such Holder and each
     Person who controls any such Holder within the meaning of either the Act or
     the Exchange Act against any and all losses, claims, damages or
     liabilities, joint or several, to which they or any of them may become
     subject under the Act, the Exchange Act or other Federal or state statutory
     law or regulation, at common law or otherwise, insofar as such losses,
     claims, damages or liabilities (or actions in respect thereof) arise out of
     or are based upon any untrue statement or alleged untrue statement of a
     material fact contained in the Registration Statement as originally filed
     or in any amendment thereof, or in any preliminary Prospectus or the
     Prospectus, or in any amendment thereof or supplement thereto, or arise out
     of or are based upon the omission or alleged omission to state therein a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, and agrees to reimburse each such
     indemnified party, as incurred, for any legal or other expenses reasonably
     incurred by them in connection with investigating or defending any such
     loss, claim, damage, liability or action; provided, however, that the
     Company and the Guarantors will not be liable in any case to the extent
     that any such loss, claim, damage or liability arises out of or is based
     upon any such untrue statement or alleged untrue statement or omission or
     alleged omission made therein in reliance upon and in conformity with
     written information furnished to the Company and the Guarantors by or on
     behalf of any such Holder specifically for inclusion therein. This
     indemnity agreement will be in addition to any liability that the Company
     and the Guarantors may otherwise have.

                                       16

     The Company and the Guarantors also, jointly and severally, agree to
indemnify or contribute as provided in Section 7(d) to Losses of any underwriter
of any Securities or New Securities, as the case may be, registered under a
Shelf Registration Statement, their directors, officers, employees or agents and
each Person who controls such underwriter on substantially the same basis as
that of the indemnification of the Initial Purchasers and the selling Holders
provided in this Section 7(a) and shall, if requested by any Holder, enter into
an underwriting agreement reflecting such agreement, as provided in Section 5(p)
hereof.

     With respect to any untrue statement or omission of material fact made in
any preliminary Prospectus, the indemnity agreement contained in this Section
7(a) shall not inure to the benefit of any indemnified person from whom the
person asserting any such loss, claim, damage or liability purchased the
securities concerned, to the extent that any such loss, claim, damage or
liability of such indemnified person occurs under the circumstance where it
shall have been determined by a court of competent jurisdiction by final and
non-appealable judgment that (w) the Company had previously furnished copies of
the Final Prospectus to such indemnified person, (x) delivery of the Final
Prospectus was required by the Act to be made to such person, (y) the untrue
statement or omission of a material fact contained in the preliminary Prospectus
was corrected in the Final Prospectus and (z) there was not sent or given to
such person, at or prior to the written confirmation of the sale of such
securities to such person, a copy of the Final Prospectus.

          (b)  Each Holder of securities covered by a Registration Statement
     (including each Initial Purchaser and, with respect to any Prospectus
     delivery as contemplated in Section 5(h) hereof, each Exchanging Dealer)
     severally agrees to indemnify and hold harmless the Company and the
     Guarantors, each of their directors, each of their officers who sign such
     Registration Statement and each Person who controls the Company or any of
     the Guarantors within the meaning of either the Act or the Exchange Act, to
     the same extent as the foregoing indemnity from the Company and the
     Guarantors to each such Holder, but only with reference to written
     information relating to such Holder furnished to the Company and the
     Guarantors by or on behalf of such Holder specifically for inclusion in the
     documents referred to in the foregoing indemnity. This indemnity agreement
     will be in addition to any liability that any such Holder may otherwise
     have.

          (c)  Promptly after receipt by an indemnified party under this Section
     7 of notice of the commencement of any action, such indemnified party will,
     if a claim in respect thereof is to be made against the indemnifying party
     under this Section, notify the indemnifying party in writing of the
     commencement thereof; but the failure so to notify the indemnifying party
     (i) will not relieve it from liability under paragraph (a) or (b) above
     unless and to the extent it did not otherwise learn of such action and such
     failure results in the forfeiture by the indemnifying party of substantial
     rights and defenses; and (ii) will not, in any event, relieve the
     indemnifying party from any obligations to any indemnified party other than
     the indemnification obligation provided in paragraph (a) or (b) above. The
     indemnifying party shall be entitled to appoint counsel of the indemnifying
     party's choice at the indemnifying party's expense to represent the
     indemnified party in any action for which indemnification is sought (in
     which case the indemnifying party shall not thereafter be responsible for
     the fees and expenses of any

                                       17

          separate counsel retained by the indemnified party or parties except
          as set forth below); provided, however, that such counsel shall be
          satisfactory to the indemnified party. Notwithstanding the
          indemnifying party's election to appoint counsel to represent the
          indemnified party in an action, the indemnified party shall have the
          right to employ separate counsel (including local counsel), and the
          indemnifying party shall bear the reasonable fees, costs and expenses
          of such separate counsel if (i) the use of counsel chosen by the
          indemnifying party to represent the indemnified party would present
          such counsel with a conflict of interest; (ii) the actual or potential
          defendants in, or targets of, any such action include both the
          indemnified party and the indemnifying party and the indemnified party
          shall have reasonably concluded that there may be legal defenses
          available to it and/or other indemnified parties which are different
          from or additional to those available to the indemnifying party; (iii)
          the indemnifying party shall not have employed counsel satisfactory to
          the indemnified party to represent the indemnified party within a
          reasonable time after notice of the institution of such action; or
          (iv) the indemnifying party shall authorize the indemnified party to
          employ separate counsel at the expense of the indemnifying party. An
          indemnifying party will not, without the prior written consent of the
          indemnified parties, settle or compromise or consent to the entry of
          any judgment with respect to any pending or threatened claim, action,
          suit or proceeding in respect of which indemnification or contribution
          may be sought hereunder (whether or not the indemnified parties are
          actual or potential parties to such claim or action) unless such
          settlement, compromise or consent includes an unconditional release of
          each indemnified party from all liability arising out of such claim,
          action, suit or proceeding.

               (d)  In the event that the indemnity provided in paragraph (a) or
          (b) of this Section is unavailable to or insufficient to hold harmless
          an indemnified party for any reason, then each applicable indemnifying
          party shall have a joint and several obligation to contribute to the
          aggregate losses, claims, damages and liabilities (including legal or
          other expenses reasonably incurred in connection with investigating or
          defending same) (collectively "Losses") to which such indemnified
          party may be subject in such proportion as is appropriate to reflect
          the relative benefits received by such indemnifying party, on the one
          hand, and such indemnified party, on the other hand, from the Initial
          Placement and the Registration Statement which resulted in such
          Losses; provided, however, that in no case shall any Initial Purchaser
          or any subsequent Holder of any Security or New Security be
          responsible, in the aggregate, for any amount in excess of the
          purchase discount or commission applicable to such Security, or in the
          case of a New Security, applicable to the Security that was
          exchangeable into such New Security, as set forth on the cover page of
          the Final Memorandum, nor shall any underwriter be responsible for any
          amount in excess of the underwriting discount or commission applicable
          to the securities purchased by such underwriter under the Registration
          Statement which resulted in such Losses. If the allocation provided by
          the immediately preceding sentence is unavailable for any reason, the
          indemnifying party and the indemnified party shall contribute in such
          proportion as is appropriate to reflect not only such relative
          benefits but also the relative fault of such indemnifying party, on
          the one hand, and such indemnified party, on the other hand, in
          connection with the statements or omissions which resulted in such
          Losses as well as any other relevant equitable considerations.
          Benefits received by the Company and the Guarantors shall be deemed to
          be equal to the sum of (x) the total net proceeds from the Initial
          Placement (before

                                       18

          deducting expenses) as set forth on the cover page of the Final
          Memorandum and (y) the total amount of additional interest which the
          Company and the Guarantors were not required to pay as a result of
          registering the securities covered by the Registration Statement which
          resulted in such Losses. Benefits received by the Initial Purchasers
          shall be deemed to be equal to the total purchase discounts and
          commissions as set forth on the cover page of the Final Memorandum,
          and benefits received by any other Holders shall be deemed to be equal
          to the value of receiving Securities or New Securities, as applicable,
          registered under the Act. Benefits received by any underwriter shall
          be deemed to be equal to the total underwriting discounts and
          commissions, as set forth on the cover page of the Prospectus forming
          a part of the Registration Statement which resulted in such Losses.
          Relative fault shall be determined by reference to, among other
          things, whether any alleged untrue statement or omission relates to
          information provided by the indemnifying party, on the one hand, or by
          the indemnified party, on the other hand, the intent of the parties
          and their relative knowledge, access to information and opportunity to
          correct or prevent such untrue statement or omission. The parties
          agree that it would not be just and equitable if contribution were
          determined by pro rata allocation (even if the Holders were treated as
          one entity for such purpose) or any other method of allocation which
          does not take account of the equitable considerations referred to
          above. Notwithstanding the provisions of this paragraph (d), no Person
          guilty of fraudulent misrepresentation (within the meaning of Section
          11(f) of the Act) shall be entitled to contribution from any Person
          who was not guilty of such fraudulent misrepresentation. For purposes
          of this Section, each Person who controls a Holder within the meaning
          of either the Act or the Exchange Act and each director, officer,
          employee and agent of such Holder shall have the same rights to
          contribution as such Holder, and each Person who controls the Company
          or any of the Guarantors within the meaning of either the Act or the
          Exchange Act, each officer of the Company or any of the Guarantors who
          shall have signed the Registration Statement and each director of the
          Company or any of the Guarantors shall have the same rights to
          contribution as the Company, subject in each case to the applicable
          terms and conditions of this paragraph (d).

               (e)  The provisions of this Section will remain in full force and
          effect, regardless of any investigation made by or on behalf of any
          Holder or the Company and the Guarantors or any of the officers,
          directors or controlling Persons referred to in this Section hereof,
          and will survive the sale by a Holder of securities covered by a
          Registration Statement.

     8.   Underwritten Registrations.

          (a)  If any of the Securities or New Securities, as the case may be,
     covered by any Shelf Registration Statement are to be sold in an
     underwritten offering, the Managing Underwriters shall be selected by the
     Majority Holders.

          (b)  No Person may participate in any underwritten offering pursuant
     to any Shelf Registration Statement, unless such Person (i) agrees to sell
     such Person's Securities or New Securities, as the case may be, on the
     basis reasonably provided in any underwriting arrangements approved by the
     Persons entitled hereunder to approve such

                                       19

     arrangements; and (ii) completes and executes all questionnaires, powers of
     attorney, indemnities, underwriting agreements and other documents
     reasonably required under the terms of such underwriting arrangements.

     9.   No Inconsistent Agreements. The Company has not, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

     10.  Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Majority Holders; provided that, with respect to any matter that directly or
indirectly affects the rights of any Initial Purchaser hereunder, the Company
shall obtain the written consent of each such Initial Purchaser against which
such amendment, qualification, supplement, waiver or consent is to be effective.
Notwithstanding the foregoing, a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities or New Securities, as the case may be, are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by the Holders
representing a majority of the aggregate principal amount of the Securities or
the New Securities, as the case may be, being sold rather than registered under
such Registration Statement, voting together as a single class.

     11.  Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier or air courier guaranteeing overnight delivery:

          (a)  if to a Holder, at the most current address given by such holder
     to the Company in accordance with the provisions of this Section, which
     address initially is, with respect to each Holder, the address of such
     Holder maintained by the Registrar under the Indenture, with a copy in like
     manner to Salomon Smith Barney Inc;

          (b)  if to you, initially at the respective addresses set forth in the
     Purchase Agreement; and

          (c)  if to the Company or the Guarantors, initially at their
     respective address set forth in the Purchase Agreement.

     All such notices and communications shall be deemed to have been duly given
when received.

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

     12.  Successors. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by the Company
thereto, subsequent Holders of Securities and the

                                       20

New Securities. The Company hereby agrees to extend the benefits of this
Agreement to any Holder of Securities and the New Securities, and any such
Holder may specifically enforce the provisions of this Agreement as if an
original party hereto.

     13.  Counterparts. This agreement may be in signed counterparts, each of
which shall an original and all of which together shall constitute one and the
same agreement.

     14.  Headings. The headings used herein are for convenience only and shall
not affect the construction hereof.

     15.  Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed in the State of New York.

     16.  Severability. In the event that any one of more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

     17.  Securities Held by the Company, etc. Whenever the consent or approval
of Holders of a specified percentage of principal amount of Securities or New
Securities is required hereunder, Securities or New Securities, as applicable,
held by the Company or its Affiliates (other than subsequent Holders of
Securities or New Securities if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Securities or New
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.

                                       21

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
Agreement and your acceptance shall represent a binding agreement among the
Company, the Guarantors and the several Initial Purchasers.

                                       Very truly yours,

                                       GREIF BROS. CORPORATION

                                       By: Donald S. Huml
                                           -------------------------------------
                                           Name: Donald S. Huml
                                           Title: Chief Financial Officer

The foregoing Agreement is hereby confirmed and
accepted as of the date first above written.

SALOMON SMITH BARNEY INC.
DEUTSCHE BANK SECURITIES INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
MCDONALD INVESTMENTS INC.
SUNTRUST CAPITAL MARKETS, INC.
NATCITY INVESTMENTS, INC.
ING FINANCIAL MARKETS LLC
U.S. BANCORP PIPER JAFFRAY INC.
HUNTINGTON CAPITAL CORP.

By: SALOMON SMITH BARNEY INC.

By: /s/ Whit Marshall
    ------------------------------
Name:  Whit Marshall
Title: Vice President

                                       22

                                       SUBSIDIARY GUARANTORS

                                       AMERICAN FLANGE & MANUFACTURING CO., INC.

                                       By: /s/ Donald S. Huml
                                          --------------------------------------
                                          Name: Donald S. Huml
                                          Title: Vice President

                                       BARZON CORPORATION

                                       By: /s/ Donald S. Huml
                                          --------------------------------------
                                          Name: Donald S. Huml
                                          Title: Vice President

                                       GREAT LAKES CORRUGATED CORP.

                                       By: /s/ Donald S. Huml
                                          --------------------------------------
                                          Name: Donald S. Huml
                                          Title: Vice President

                                       GREIF BROS. CORP. OF OHIO, INC.

                                       By: /s/ Donald S. Huml
                                          --------------------------------------
                                          Name: Donald S. Huml
                                          Title: Vice President

                                       GREIF BROS. SERVICE CORP.

                                       By: /s/ Donald S. Huml
                                          --------------------------------------
                                          Name: Donald S. Huml
                                          Title: Vice President

                                      SIRCO SYSTEMS, LLC

                                       By: /s/ Donald S. Huml
                                          --------------------------------------
                                          Name: Donald S. Huml
                                          Title: Vice President

                                       SOTERRA LLC

                                       By: /s/ Donald S. Huml
                                          --------------------------------------
                                          Name: Donald S. Huml
                                          Title: Vice President

                                       23

                                       TAINER TRANSPORT, INC.

                                       By: /s/ Donald S. Huml
                                          --------------------------------------
                                          Name: Donald S. Huml
                                          Title: Vice President

                                       TREND-PAK, INC.

                                       By: /s/ Donald S. Huml
                                          --------------------------------------
                                          Name: Donald S. Huml
                                          Title: Vice President

                                       GREIF CONTAINERS, INC.

                                       By: /s/ Donald S. Huml
                                          --------------------------------------
                                          Name: Donald S. Huml
                                          Title: Vice President

                                       GREIF U.S. HOLDINGS, INC.

                                       By: /s/ Donald S. Huml
                                          --------------------------------------
                                          Name: Donald S. Huml
                                          Title: Vice President

                                       24

                                                                         ANNEX A

     Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. The Company has agreed that, starting on
the Expiration Date (as defined herein) and ending on the close of business one
year after the Expiration Date, it will make this Prospectus available to any
Broker-Dealer for use in connection with any such resale. See "Plan of
Distribution."

                                       25

                                                                         ANNEX B

          Each Broker-Dealer that receives New Securities for its own account in
     exchange for Securities, where such Securities were acquired by such
     Broker-Dealer as a result of market-making activities or other trading
     activities, must acknowledge that it will deliver a prospectus in
     connection with any resale of such New Securities. See "Plan of
     Distribution."

                                       26

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

     Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company and the
Guarantors have agreed that, starting on the Expiration Date and ending on the
close of business one year after the Expiration Date, they will make this
Prospectus, as amended or supplemented, available to any Broker-Dealer for use
in connection with any such resale. In addition, until __________, 200__, all
dealers effecting transactions in the New Securities may be required to deliver
a prospectus.

     The Company will not receive any proceeds from any sale of New Securities
by brokers-dealers. New Securities received by Broker-Dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the New Securities or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
Broker-Dealer and/or the purchasers of any such New Securities. Any
Broker-Dealer that resells New Securities that were received by it for its own
account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such New Securities may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by any
such Persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

     For a period of one year after the Expiration Date, the Company and the
Guarantors will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any Broker-Dealer that requests
such documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one counsel
for the holder of the Securities) other than commissions or concessions of any
brokers or dealers and will indemnify the holders of the Securities (including
any Broker-Dealers) against certain liabilities, including liabilities under the
Securities Act.

     [If applicable, add information required by Regulation S-K Items 507 and/or
508.]

                                       27

                                                                         ANNEX D

Rider A

                 CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH
                 TO RECEIVE 10 ADDITIONAL COPIES OF THE
                 PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
                 SUPPLEMENTS THERETO.

                 Name:
                           --------------------------------------------
                 Address:
                           --------------------------------------------

                           --------------------------------------------

Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any Person to participate in a
distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

                                       28

                                                                    Exhibit 5(a)

                      [LETTERHEAD of BAKER & HOSTETLER LLP]

                               September 26, 2002

Greif Bros. Corporation
425 Winter Road
Delaware, Ohio 43015

          Re:  Registration Statement on Form S-4 with respect to $250,000,000
               aggregate principal amount of 8 7/8% Senior Subordinated Notes
               due 2012 of Greif Bros. Corporation

Dear Sirs:

     We have acted as counsel for Greif Bros. Corporation, a Delaware
corporation (the "Issuer"), and each of the subsidiary guarantors (the
"Subsidiary Guarantors") of the Issuer identified as Additional Registrants in
the Registration Statement (as defined below), in connection with (i) the offer
to exchange (the "Exchange Offer") up to $250,000,000 aggregate principal amount
of the Issuer's 8 7/8% Senior Subordinated Notes due 2012 (the "Exchange Notes")
for its $250,000,000 aggregate principal amount 8 7/8% Senior Subordinated Notes
due 2012 (the "Original Notes") that are presently outstanding and (ii) the
preparation of the registration statement on Form S-4 (the "Registration
Statement") filed on the date hereof with the Securities and Exchange Commission
by the Issuer and the Subsidiary Guarantors for the purpose of registering the
Exchange Notes and certain guarantees under the Securities Act of 1933, as
amended (the "Act"). The Original Notes have been, and the Exchange Notes will
be, issued pursuant to an Indenture, dated as of July 31, 2002 (the
"Indenture"), among the Issuer, the Subsidiary Guarantors and J.P. Morgan Trust
Company, National Association, as Trustee. The Exchange Notes will have the
benefit of the guarantees of Subsidiary Guarantors (each, a "Guaranty")
provided for in the Indenture.

     In connection with the foregoing, we have examined such records of the
Issuer and the Subsidiary Guarantors and such other documents as we deem
necessary to render this opinion.

     Based on such examination, we are of the opinion that:

     (a) when the Exchange Notes, substantially in the form as set forth in
Exhibit 4(b) to the Registration Statement, have been duly executed by the
Issuer and authenticated by the Trustee in accordance with the Indenture and
duly delivered in exchange for the Original Notes in

Greif Bros. Corporation
September 26, 2002
Page 2

accordance with the Exchange Offer in the manner described in the Registration
Statement, the Exchange Notes will be valid and binding obligations of the
Issuer and will be entitled to the benefits of the Indenture; and

     (b) when the Exchange Notes have been duly executed by the Issuer and
authenticated by the Trustee in accordance with the Indenture and duly delivered
in exchange for the Original Notes in accordance with the Exchange Offer in the
manner described in the Registration Statement, the Guaranty of each of the
Subsidiary Guarantors will be the valid and binding obligation of each of the
Subsidiary Guarantors.

     We hereby consent to the filing of this opinion as Exhibit 5(a) to the
Registration Statement and the reference to us under the caption "Legal Matters"
in the prospectus that is a part of the Registration Statement.

                                                          Sincerely,

                                                          BAKER & HOSTETLER LLP
                                                          /s/ Amy M. Shepherd

                                                          Amy M. Shepherd

                                                          Partner

                                                                   Exhibit 12(a)

GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA
(U.S. Dollars in millions)

                                                                                              As of and for the nine months
                                                                                                    ended July 31        LTM ended
                                          As of and for the years ended October 31,  Pro Forma                            July 31,
                                          ----------------------------------------  ---------- -----------------------  ------------
                                               1999        2000         2001           2001       2001         2002         2002
                                               ----        ----         ----           ----       ----         ----         ----
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Ratio of eanings to fixed charges:
- ---------------------------------
Earnings:
Pretax income from continuing operations          67.3       100.5        128.0       102.3       109.0         21.1         40.1
Fixed charges                                     13.4        14.3         47.7        64.2        30.8         41.2         58.1
Amortization of capitalized interest               0.1         0.2          0.6         0.6         0.5          0.5          0.6
Distributed income of equity investees               -         2.4          2.9         2.9         2.9          2.3          2.3
Less interest capitalized                         (0.4)       (2.5)        (2.5)       (2.5)       (1.5)        (0.3)        (1.3)
Less minority interest                               -           -         (0.6)       (0.6)       (0.4)        (0.6)        (0.8)
                                             ---------  ----------   ----------  ----------  ----------   ----------   ----------
                                                  80.4       114.9        176.1       166.9       141.3         64.2         99.0
                                             ---------  ----------   ----------  ----------  ----------   ----------   ----------

Fixed charges:
Interest expensed*                                13.0        11.8         45.2        61.7        29.3         40.9         56.8
Interest capitalized                               0.4         2.5          2.5         2.5         1.5          0.3          1.3
                                             ---------  ----------   ----------  ----------  ----------   ----------   ----------
                                                  13.4        14.3         47.7        64.2        30.8         41.2         58.1
                                             ---------  ----------   ----------  ----------  ----------   ----------   ----------

Ratio of earnings to fixed charges                 6.0x        8.0x         3.7x        2.6x        4.6x         1.6x         1.7x
                                             =========  ==========   ==========  ==========  ==========   ==========   ==========

* Includes amortization of capitalized expenses related to indebtedness.

                                                                   Exhibit 23(a)

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated December 12, 2001 (except Note 16, as to which the date
is July 31, 2002), in the Registration Statement and related Prospectus of Greif
Bros. Corporation, for the registration of its 8 7/8% Senior Subordinated Notes
due 2012.

                                                  /s/ Ernst & Young LLP

Columbus, Ohio
September 24, 2002

                                                                   Exhibit 23(b)

                            CONSENT OF ERNST & YOUNG
                        ACCOUNTANTS, INDEPENDENT AUDITORS

We consent to the use of our report dated May 28, 2002 in the Registration
Statement and related Prospectus of Greif Bros. Corporation, for the
registration of its 8 7/8% Senior Subordinated Notes due 2012.

                                                   /s/ Ernst & Young Accountants

Amsterdam, The Netherlands
September 24, 2002

                                                                      Exhibit 25

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
                    ----------------------------------------

                J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                                                95-4655078
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

101 California Street, Floor 38
San Francisco, California                                                 94111
(Address of principal executive offices)                              (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)
                  --------------------------------------------
                              GREIF BROS. CORPORATION
               (Exact name of obligor as specified in its charter)

           DELAWARE                                           31-4388903
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification No.)

425 Wynter Road
Delaware, OH                                                      43015
(Address of principal executive offices)                        (Zip Code)

                                 DEBT SECURITIES
                       (Title of the indenture securities)
                    8.875% Senior Subordinated Notes Due 2012

           ----------------------------------------------------------

Item 1.                                                     General Information.

          Furnish the following information as to the trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.

          Comptroller of the Currency, Washington, D.C. Board of Governors of
          the Federal Reserve System, Washington, D.C.

     (b)  Whether it is authorized to exercise corporate trust powers.

          Yes.

Item 2.   Affiliations with Obligor.

     If the Obligor is an affiliate of the trustee, describe each such
     affiliation.

     None.

Item 16.  List of Exhibits.

     List below all exhibits filed as part of this statement of eligibility.

     Exhibit 1.    Articles of Association of the Trustee as Now in Effect
                  (see Exhibit 1 to Form T-1 filed in connection with Form 8K of
                  the Southern California Water Company filing, dated December
                  7, 2001, which is incorporated by reference).

     Exhibit 2.   Certificate of Authority of the Trustee to Commence
                  Business (see Exhibit 2 to Form T-1 filed in connection with
                  Registration Statement No. 333-41329, which is incorporated by
                  reference).

     Exhibit 3.   Authorization of the Trustee to Exercise Corporate Trust
                  Powers (contained in Exhibit 2).

     Exhibit 4.   Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
                  filed in connection with Form 8K of the Southern California
                  Water Company filing, dated December 7, 2001, which is
                  incorporated by reference).

     Exhibit 5.   Not Applicable

     Exhibit 6.   The consent of the Trustee required by Section 321 (b) of
                  the Act (see Exhibit 6 to Form T-1 filed in connection with
                  Registration Statement No. 333-41329, which is incorporated by
                  reference).

     Exhibit 7.   A copy of the latest report of condition of the Trustee,
                  published pursuant to law or the requirements of its
                  supervising or examining authority.

     Exhibit 8.   Not Applicable

     Exhibit 9.   Not Applicable

                                       2

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, J. P. Morgan Trust Company, National Association, has duly caused this
statement of eligibility and qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of San Francisco, and
State of California, on the 25th day of September, 2002.

                                J. P. Morgan Trust Company, National Association

                                      By /s/:Elaine D. Renn
                                        -----------------------------------
                                         Elaine D. Renn
                                         Vice President

                                       3

Exhibit 7.          Report of Condition of the Trustee.
- --------------------------------------------------------------------------------

Consolidated Report of Condition of J.P. Morgan Trust Company, N.A., (formerly
                                    ------------------------------------------
Chase Manhattan Bank and Trust Company, N.A.)
- ---------------------------------------------
                                               (Legal Title)

Located at    1800 Century Park East, Ste. 400      Los Angeles,     CA    90067
- --------------------------------------------------------------------------------
                  (Street)                             (City)      (State) (Zip)

as of close of business on        June  30, 2002
                            -----------------------------

================================================================================
================================================================================
ASSETS DOLLAR AMOUNTS IN THOUSANDS

                      J. P. Morgan Trust Company, National
                                   Association

                             Statement of Condition

                                  June 30, 2002

                                                                ($000)
                                                                ------

           Assets

              Cash and Due From Banks                          $ 48,241

              Securities                                        213,214

              Loans and Leases                                    2,007

              Premises and Fixed Assets                           5,560

              Intangible Assets                                 157,661

 .                                      4

             Other Assets                                       25,985
                                                       ----------------

                Total Assets                                 $ 452,668
                                                       ================

          Liabilities

             Deposits                                        $ 106,894
             Other Liabilities                                  43,589
                                                       ----------------

                Total Liabilities                              150,483

          Equity Capital

             Common Stock                                          600

             Surplus                                           277,264

             Retained Earnings                                  24,321
                                                       ----------------

                Total Equity Capital                           302,185
                                                       ----------------

                Total Liabilities and Equity Capital         $ 452,668
                                                       ================

                                       5

                                                                   EXHIBIT 99(a)

                              LETTER OF TRANSMITTAL

                             GREIF BROS. CORPORATION

                                OFFER TO EXCHANGE
                     8?% SENIOR SUBORDINATED NOTES DUE 2012

- --------------------------------------------------------------------------------
        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
        ON [________], 2002, UNLESS  EXTENDED  (THE  "EXPIRATION DATE").
        TENDERS OF EXISTING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO
        5:00 P.M. ON THE EXPIRATION DATE.
- --------------------------------------------------------------------------------

     By Registered or Certified Mail, Hand Delivery or by Overnight Courier:

                               JPMorgan Chase Bank
                          Institutional Trust Services
                                2001 Bryan Street
                                    9th Floor
                               Dallas, Texas 75201

                             Attention: Frank Ivins
                            Telephone: (214) 468-6464
                           Facsimile: [to be provided]

     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.

     DO NOT DELIVER THIS LETTER OF TRANSMITTAL TO GREIF BROS. CORPORATION.

     HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES FOR THEIR
ORIGINAL NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT
WITHDRAW) THEIR ORIGINAL NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION
DATE.

     The undersigned acknowledges receipt of the Prospectus dated [__________],
2002 (the "Prospectus") of GREIF BROS. CORPORATION (the "Company") and this
Letter of Transmittal (the "Letter of Transmittal"), which together constitute
the Company's Offer to Exchange (the "Exchange Offer") $1,000 principal amount
of its 8?% Senior Subordinated Notes Due 2012 (the "Exchange Notes"), which have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to a Registration Statement of which the Prospectus is a part,
for each $1,000 principal amount of its outstanding 8?% Senior Subordinated
Notes Due 2012 (the "Original Notes"), of which $250,000,000 aggregate principal
amount is outstanding, upon the terms and conditions set forth in the
Prospectus. Other capitalized terms used but not defined herein have the meaning
given to them in the Prospectus.

     For each Original Note accepted for exchange, the holder of such Original
Note will receive an Exchange Note having a principal amount equal to that of
the surrendered Original Note. Interest on the Exchange Notes will accrue from
the last interest payment date on which interest was paid on the Original Notes
surrendered in exchange therefor or, if no interest has been paid on the
Original Notes, from the date of original issue of the Original Notes. Holders
of Original Notes accepted for exchange will be deemed to have waived the right
to receive any other payments or accrued interest on the Original Notes. The
Company reserves the right, at any time or from time to time, to extend the
Exchange Offer, at its discretion, in which event the term "Expiration Date"
shall mean the latest time and date to which the Exchange Offer is extended;
provided, however, that the latest time and date to which the Exchange Offer may
be extended is 5:00 p.m., New York City Time, on [______], 2002. The Company
shall notify holders of the Original Notes of any extension by means of a press
release or other public announcement prior to 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date.

     This Letter of Transmittal is to be used by Holders if: (i) certificates
representing Original Notes are to be physically delivered to the Exchange Agent
herewith by Holders; (ii) tender of Original Notes is to be made by book-entry
transfer to the Exchange Agent's account at The Depository Trust Company
("DTC"), pursuant to the procedures set forth in the Prospectus under "The
Exchange Offer--Procedures for Tendering" by any financial institution that is a
participant in DTC and whose name appears on a security position listing as the
owner of Original Notes; or (iii) tender of Original Notes is to be made
according to the guaranteed delivery procedures set forth in the prospectus
under "The Exchange Offer--Guaranteed Delivery Procedures." DELIVERY OF
DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

     The term "Holder" with respect to the Exchange Offer means any person: (i)
in whose name Original Notes are registered on the books of the Company or any
other person who has obtained a properly completed bond power from the
registered Holder; or (ii) whose Original Notes are held of record by DTC who
desires to deliver such Original Notes by book-entry transfer at DTC. The
undersigned has completed, executed and delivered this Letter of Transmittal to
indicate the action the undersigned desires to take with respect to the Exchange
Offer.

     The instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Exchange Agent. See Instruction 11 herein.

     HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR ORIGINAL
NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY. PLEASE READ THIS
ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE CHECKING ANY BOX BELOW.

- ----------------------------------------------------------------------------------------------------------------------------

                       BOX 1-DESCRIPTION OF 8?% SENIOR SUBORDINATED NOTES DUE 2012 (ORIGINAL NOTES)

- ----------------------------------------------------------------------------------------------------------------------------
                                                                                    Aggregate Principal  Principal Amount
                    Name(s) and Address(es) of                      Certificate        Registered by         Tendered
       Registered Holder(s) (Please fill in, if blank)              Number(s)*        Certificate(s)       (If less than
                                                                                                              all)**
                                                                                                
- ----------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------
                                                                    Total
- ----------------------------------------------------------------------------------------------------------------------------

*    Need not be completed by Holders tendering by book-entry transfer.
**   Unless indicated in the column labeled "Principal Amount Tendered," any tendering Holder of Original Notes will
     be deemed to have tendered the entire aggregate principal amount represented by the column labeled "Aggregate
     Principal Amount Represented by Certificate(s)." If the space provided above is inadequate, list the certificate
     numbers and principal amounts on a separate signed schedule and affix the list to this Letter of Transmittal.
- ----------------------------------------------------------------------------------------------------------------------------

     The minimum permitted tender is $1,000 in principal amount of Original
Notes. All other tenders must be integral multiples of $1,000.

- --------------------------------------------------------------------------------
                                      BOX 2
                          SPECIAL PAYMENT INSTRUCTIONS
                          (See Instructions 4, 5 and 6)

     To be completed ONLY if certificates for Original Notes in a principal
amount not tendered or not accepted for exchange, or Exchange Notes issued in
exchange for Original Notes accepted for exchange, are to be issued in the name
of someone other than the undersigned, or if the Original Notes tendered by
book-entry transfer that are not accepted for exchange are to be credited to an
account maintained by DTC.

Issue certificate(s) to:

Name:
      -----------------------------------------------
                  (Please Print)

Address:
         --------------------------------------------

- -----------------------------------------------------
                (Include Zip Code)

- -----------------------------------------------------
     (Tax Identification or Social Security No.)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                      BOX 3
                          SPECIAL DELIVERY INSTRUCTIONS
                          (See Instructions 4, 5 and 6)

To be completed ONLY if certificates for Original Notes in a principal amount
not tendered or not accepted for exchange, are to be sent to someone other than
the undersigned, or to the undersigned at an address other than that shown
above.

Return mail to:

Name:
      -----------------------------------------------
                    (Please Print)

Address:
         --------------------------------------------

- -----------------------------------------------------
                  (Include Zip Code)

- -----------------------------------------------------
      (Tax Identification or Social Security No.)

- --------------------------------------------------------------------------------

[_]  Check here if tendered Original Notes are being delivered by book-entry
     transfer to the Exchange Agent's account at DTC and complete the following:

     Name of Tendering Institution:
                                     -------------------------------------------

     DTC Book-Entry Account:
                             ---------------------------------------------------

     Transaction Code No.:
                           -----------------------------------------------------

[_]  Check here if tendered Original Notes are being delivered pursuant to a
     notice of guaranteed delivery previously sent to the Exchange Agent and
     complete the following:

     Name(s) of Registered Holder(s):
                                      ------------------------------------------

     Window Ticket Number (if any):
                                    --------------------------------------------

     Date of Execution of Notice of Guaranteed Delivery:
                                                         -----------------------

     If delivered by book-entry transfer, complete the following:

     Account Number:                      Transaction Code Number:
                    --------------                                --------------

[_]  Check here if you are a broker-dealer and wish to receive 10 additional
     copies of the Prospectus and 10 copies of any amendments or supplements
     thereto.

     Name:
           ---------------------------------------------------------------------

     Address:
              ------------------------------------------------------------------

[_]  Check here if you are a broker-dealer and are receiving Exchange Notes for
     your own account in exchange for Original Notes that were acquired as a
     result of market making activities or other trading activities.

     Name:
           ---------------------------------------------------------------------

     Address:
              ------------------------------------------------------------------

Ladies and Gentlemen:

     Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company the principal amount of Original Notes indicated
above. Subject to and effective upon the acceptance for exchange of the
principal amount of Original Notes tendered in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the order
of, the Company all right, title and interest in and to the Original Notes
tendered hereby. The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent its agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as the agent of the Company and as Trustee under the
Indenture for the Original Notes and Exchange Notes) with respect to the
tendered Original Notes with full power of substitution to (i) deliver
certificates for such Original Notes to the Company, or transfer ownership of
such Original Notes on the account books maintained by DTC and deliver all
accompanying evidence of transfer and authenticity to, or upon the order of, the
Company and (ii) present such Original Notes for transfer on the books of the
Company and receive all benefits and otherwise exercise all rights of beneficial
ownership of such Original Notes, all in accordance with the terms and subject
to the conditions of the Exchange Offer. The power of attorney granted in this
paragraph shall be deemed irrevocable and coupled with an interest.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Original Notes
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim, when the same are acquired by the Company. The
undersigned hereby further represents that any Exchange Notes acquired in
exchange for Original Notes tendered hereby will have been acquired in the
ordinary course of business of the Holder receiving such Exchange Notes, whether
or not such person is the Holder, that neither the Holder nor any such other
person has any arrangement or understanding with any person to participate in
the distribution of such Exchange Notes and that neither the Holder nor any such
other person is an "affiliate," as defined in Rule 405 under the Securities Act,
of the Company or any of its subsidiaries.

     The undersigned also acknowledges that this Exchange Offer is being made
based on certain interpretations issued by the staff of the Securities and
Exchange Commission (the "Commission") to third parties in unrelated
transactions. Based on those interpretations, the Company believes that the
Exchange Notes issued in exchange for the Original Notes pursuant to the
Exchange Offer may be offered for resale, resold and otherwise transferred by
holders thereof (other than any such holder that is an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act), without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such Exchange Notes are acquired in the ordinary
course of such holders' business and such holders have no arrangements or
understandings with any person to participate in the distribution of such
Exchange Notes. If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of Exchange Notes. If the undersigned is a broker-dealer that will
receive Exchange Notes for its own account in exchange for Original Notes that
were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection with
any resale of such Exchange Notes; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

     The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the assignment, transfer and purchase of the Original
Notes tendered hereby. All authority conferred or agreed to be conferred by this
Letter of Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns, trustees in bankruptcy or other legal
representatives of the undersigned. This tender may be withdrawn only in
accordance with the procedures set forth in "The Exchange Offer-Withdrawal of
Tenders" section of the Prospectus.

     For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Original Notes when, as and if the Company has given
oral or written notice thereof to the Exchange Agent.

     If, for any reason, any tendered Original Notes are not accepted for
exchange pursuant to the Exchange Offer for any reason, certificates for any
such unaccepted Original Notes will be returned (except as noted below with
respect to tenders through DTC), without expense, to the undersigned at the
address shown below or at a different address as may be indicated under "Special
Delivery Instructions" as promptly as practicable after the Expiration Date.

     The undersigned acknowledges that tenders of Original Notes pursuant to the
procedures described under the caption "The Exchange Offer-Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer.

     Unless otherwise indicated under "Special Payment Instructions," please
issue the certificates representing the Exchange Notes issued in exchange for
the Original Notes accepted for exchange and return any Original Notes not
tendered or not exchanged in the name(s) of the undersigned (or in either such
event in the case of the Original Notes tendered through DTC, by credit to the
undersigned's account, at DTC). Similarly, unless otherwise indicated under
"Special Delivery Instructions," please send the certificates representing the
Exchange Notes issued in exchange for the Original Notes accepted for exchange
and any certificates for Original Notes not tendered or not exchanged (and
accompanying documents, as appropriate) to the undersigned at the address shown
below the undersigned's signature(s), unless, in either event, tender is being
made through DTC. In the event that both "Special Payment Instructions" and
"Special Delivery Instructions" are completed, please issue the certificates
representing the Exchange Notes issued in exchange for the Original Notes
accepted for exchange and return any Original Notes not tendered or not
exchanged in the name(s) of, and send said certificates to, the person(s) so
indicated. The Company has no obligation pursuant to the "Special Payment
Instructions" and "Special Delivery Instructions" to transfer any Original Notes
from the name of the registered Holder(s) thereof if the Company does not accept
for exchange any of the Original Notes so tendered.

     Holders of Original Notes who wish to tender their Original Notes and (i)
whose Original Notes are not immediately available or (ii) who cannot deliver
their Original Notes, this Letter of Transmittal or any other documents required
hereby to the Exchange Agent, or cannot complete the procedure for book-entry
transfer, prior to the Expiration Date, may tender their Original Notes
according to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer-Guaranteed Delivery Procedures." See
Instruction 1 regarding the completion of the Letter of Transmittal printed
below.

- --------------------------------------------------------------------------------

                         PLEASE SIGN HERE WHETHER OR NOT
               ORIGINAL NOTES ARE BEING PHYSICALLY TENDERED HEREBY

X                                                                Date
  ------------------------------------------------------              ----------

X                                                                Date
  ------------------------------------------------------              ----------
            Signature(s) of Registered Holder(s)
                 or Authorized Signatory

Area Code and Telephone Number
                              --------------------------------------------------

The above lines must be signed by the registered Holder(s) of Original Notes as
their name(s) appear(s) on the Original Notes or, if the Original Notes are
tendered by a participant in DTC, as such participant's name appears on a
security position listing as the owner of Original Notes, or by person(s)
authorized to become registered Holder(s) by a properly completed bond power
from the registered Holder(s), a copy of which must be transmitted with this
Letter of Transmittal. If Original Notes to which this Letter of Transmittal
relates are held of record by two or more joint Holders, then all such holders
must sign this Letter of Transmittal. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person must (i)
set forth his or her full title below and (ii) unless waived by the Company,
submit evidence satisfactory to the Company of such person's authority to act.
See Instruction 4 regarding the completion of this Letter of Transmittal printed
below.

Name:
     ---------------------------------------------------------------------------
                                 (Please Print)

Capacity:
         -----------------------------------------------------------------------

Address:
        ------------------------------------------------------------------------
                               (Include Zip Code)

Signature(s) Guaranteed by an Eligible Institution:
        (If required by Instruction 4)

- --------------------------------------------------------------------------------
                             (Authorized Signature)

- --------------------------------------------------------------------------------
                                     (Title)

- --------------------------------------------------------------------------------
                                 (Name of Firm)

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

- --------------------------------------------------------------------------------

                                  INSTRUCTIONS
                    FORMING PART OF THE TERMS AND CONDITIONS
                              OF THE EXCHANGE OFFER

     1.   Delivery of this Letter of Transmittal and Original Notes; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be completed by
noteholders, either if certificates are to be forwarded herewith or if tenders
are to be made pursuant to the procedures for delivery by book-entry transfer
set forth in "The Exchange Offer-Procedures for Tendering" section of the
Prospectus. Certificates for all physically tendered Original Notes, or
Book-Entry confirmation, as the case may be, as well as a properly completed and
duly executed Letter of Transmittal (or manually signed facsimile hereof) and
any other documents required by this Letter of Transmittal, must be received by
the Exchange Agent at the address set forth herein on or prior to the Expiration
Date, or the tendering holder must comply with the guaranteed delivery
procedures set forth below. Original Notes tendered hereby must be in
denominations of principal amount at maturity of $1,000 and any integral
multiple thereof. YOU ARE RESPONSIBLE FOR THE DELIVERY OF THE ORIGINAL NOTES,
THIS LETTER OF TRANSMITTAL AND ALL REQUIRED DOCUMENTS TO THE EXCHANGE AGENT.
EXCEPT UNDER THE LIMITED CIRCUMSTANCES DESCRIBED BELOW, THE DELIVERY OF THESE
DOCUMENTS WILL BE CONSIDERED TO HAVE BEEN MADE ONLY WHEN ACTUALLY RECEIVED OR
CONFIRMED BY THE EXCHANGE AGENT. WHILE THE METHOD OF DELIVERY IS AT YOUR RISK
AND CHOICE, GREIF RECOMMENDS THAT YOU USE AN OVERNIGHT OR HAND DELIVERY SERVICE
RATHER THAN REGULAR MAIL. YOU SHOULD SEND YOUR DOCUMENTS WELL BEFORE THE
EXPIRATION DATE TO ENSURE RECEIPT BY THE EXCHANGE AGENT. YOU MAY REQUEST THAT
YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR NOMINEE DELIVER YOUR
ORIGINAL NOTES, THIS LETTER OF TRANSMITTAL AND ALL REQUIRED DOCUMENTS TO THE
EXCHANGE AGENT. DO NOT SEND YOUR ORIGINAL NOTES TO GREIF.

     Holders whose certificates for Original Notes are not immediately available
or who cannot deliver their certificates and all other required documents to the
Exchange Agent on or prior to the Expiration Date, or who cannot complete the
procedure for book-entry transfer on a timely basis, may tender their Original
Notes pursuant to the guaranteed delivery procedures set forth in "The Exchange
Offer-Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to
such procedures, (i) such tender must be made through an Eligible Institution
(as defined in Instruction 4 below), (ii) prior to the Expiration Date, the
Exchange Agent must receive from such Eligible Institution a properly completed
and duly executed Letter of Transmittal (or facsimile thereof) and Notice of
Guaranteed Delivery, substantially in the form provided by the Company (by
facsimile transmission, mail or hand delivery), setting forth the name and
address of the holder of Original Notes and the amount of Original Notes
tendered, stating that the tender is being made thereby and guaranteeing that
within three New York Stock Exchange ("NYSE") trading days after the date of
execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Original Notes, or a Book-Entry Confirmation, and any other
documents required by this Letter of Transmittal will be deposited by the
Eligible Institution with the Exchange Agent, and (iii) the certificates for all
physically tendered Original Notes, in proper form for transfer, or Book-Entry
confirmation, as the case may be, and all other documents required by this
Letter of Transmittal, are received by the Exchange Agent within three NYSE
trading days after the date of execution of the Notice of Guaranteed Delivery.

     The method of delivery of this Letter of Transmittal, the Original Notes
and all other required documents is at the election and risk of the tendering
holders, but the delivery will be deemed made only when actually received or
confirmed by the Exchange Agent or deemed received under the ATOP Procedures. If
Original Notes are sent by mail, it is suggested that the mailing be made
sufficiently in advance of the Expiration Date to permit the delivery to the
Exchange Agent prior to 5:00 p.m. New York City time, on the Expiration Date.
See "The Exchange Offer" section in the Prospectus.

     2.   Tender by Holder. Only a holder of Original Notes may tender such
Original Notes in the Exchange Offer. Any beneficial holder of Original Notes
who is not the registered holder and who wishes to tender should arrange with
the registered holder to execute and deliver this Letter of Transmittal on his
or her behalf or must, prior to completing and executing this Letter of
Transmittal and delivering his or her Original Notes, either make appropriate
arrangements to register ownership of the Original Notes in such holder's name
or obtain a properly completed bond power from the registered holder.

     3.   Partial Tenders. Tenders of Original Notes will be accepted only in
integral multiples of $1,000. If less than the entire principal amount of any
Original Notes is tendered, the tendering holder should fill in the principal
amount tendered in the fourth column of the box entitled "Description of 8?%
Senior Subordinated Notes Due 2012 (Original Notes)" above. The entire principal
amount of Original Notes delivered to the Exchange Agent will be deemed to have
been tendered unless otherwise indicated. If the entire principal amount of all
Original Notes is not tendered, then Original Notes for the principal amount of
Original Notes not tendered and a certificate or certificates representing
Exchange Notes issued in exchange for any Original Notes accepted will be sent

to the Holder at his or her registered address, unless a different address is
provided in the appropriate box of this Letter of Transmittal promptly after the
Original Notes are accepted for exchange.

     4.   Signatures on this Letter of Transmittal; Powers of Attorney and
Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed
by the registered holder of the Original Notes tendered hereby, the signature
must correspond exactly with the name as written on the face of the certificates
without any change whatsoever.

     If any tendered Original Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.

     If any tendered Original Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations of
certificates.

     When this Letter of Transmittal is signed by the registered holder or
holders of the Original Notes specified herein and tendered hereby, no
endorsements of certificates or separate powers of attorney are required. If,
however, the Exchange Notes are to be issued, or any untendered Original Notes
are to be reissued, to a person other than the registered holder, then
endorsements of any certificates transmitted hereby or separate powers of
attorney are required. Signatures on such certificate(s) must be guaranteed by
an Eligible Institution.

     If this Letter of Transmittal is signed by a person other than the
registered holder or holders of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate powers of
attorney, in either case signed exactly as the names of the registered holder or
holders appear(s) on the certificate(s) and signatures on such certificate(s)
must be guaranteed by an Eligible Institution.

     If this Letter of Transmittal or any certificates or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and unless waived by the
Company, proper evidence satisfactory to the Company of their authority to so
act must be submitted.

     Endorsements on certificates for Original Notes or signatures on powers of
attorney required by this Instruction 4 must be guaranteed by a firm which is a
participant in a recognized signature guarantee medallion program ("Eligible
Institutions").

     Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution unless the Original Notes are tendered (i) by a registered holder of
Original Notes (which term, for purposes of the Exchange Offer, includes any
participant in the Book-Entry Transfer Facility system whose name appears on a
security position listing as the holder of such Original Notes) who has not
completed the box entitled "Special Registration Instructions" or "Special
Delivery Instructions" on this Letter of Transmittal, or (ii) for the account of
an Eligible Institution.

     5.   Special Payment And Delivery Instructions. Tendering holders should
indicate, in the applicable box or boxes, the name and address to which Exchange
Notes or substitute Original Notes for principal amounts not tendered or not
accepted for exchange are to be issued or sent, if different from the name and
address of the person signing this Letter of Transmittal (or in the case of
tender of Original Notes through DTC, if different from DTC). In the case of
issuance in a different name, the taxpayer identification number or social
security number of the person named must also be indicated. Noteholders
tendering Original Notes by book-entry transfer may request that Original Notes
not exchanged be credited to such account maintained at the Book-Entry Transfer
Facility as such noteholder may designate hereon. If no such instructions are
given, such Original Notes not exchanged will be returned to the name and
address of the person signing this Letter of Transmittal.

     6.   Tax Identification Number. Federal income tax law requires that a
holder whose offered Original Notes are accepted for exchange must provide the
Company (as payer) with his, her or its correct Taxpayer Identification Number
("TIN"), which, in the case of an exchanging holder who is an individual, is his
or her social security number. If the Company is not provided with the correct
TIN or an adequate basis for exemption, such holder may be subject to a $50
penalty imposed by the Internal Revenue Service (the "IRS"), and payments made
with respect to Original Notes purchased pursuant to the Exchange Offer may be
subject to backup withholding at a 30% rate. The backup withholding rate is
being reduced gradually through 2006. If withholding results in an overpayment
of taxes, a refund may be obtained. Exempt holders (including, among others, all
corporations and certain foreign

individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9."

     To prevent backup withholding, each exchanging holder must provide his, her
or its correct TIN by completing the Substitute Form W-9 enclosed herewith,
certifying that the TIN provided is correct (or that such Holder is awaiting a
TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder
has not been notified by the IRS that he, she or it is subject to backup
withholding as a result of a failure to report all interest or dividends, or
(iii) the IRS has notified the holder that he, she or it is no longer subject to
backup withholding. In order to satisfy the Exchange Agent that a foreign
individual qualifies as an exempt recipient, such holder must submit a statement
signed under penalty of perjury attesting to such exempt status. Such statements
may be obtained from the Exchange Agent. If the Original Notes are in more than
one name or are not in the name of the actual owner, consult the Substitute Form
W-9 for information on which TIN to report. If you do not provide your TIN to
the Company within 60 days, backup withholding will begin and continue until you
furnish your TIN to the Company.

     7.   Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Original Notes pursuant to the Exchange Offer. If,
however, certificates representing Exchange Notes or Original Notes for
principal amounts not tendered or accepted for exchange are to be delivered to,
or are to be registered or issued in the name of, any person other than the
registered holder of the Original Notes tendered hereby, or if tendered Original
Notes are registered in the name of any person other than the person signing
this Letter of Transmittal, or if a transfer tax is imposed for any reason other
than the exchange of Original Notes pursuant to the Exchange Offer, then the
amount of any such transfer taxes (whether imposed on the registered holder or
on any other persons) will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted
herewith, the amount of such transfer taxes will be billed directly to such
tendering holder.

     Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Original Notes listed in this letter.

     8.   Waiver of Conditions. The Company reserves the absolute right to
amend, waive or modify specified conditions in the Exchange Offer in the case of
any Original Notes tendered.

     9.   No Conditional Transfers. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Original Notes, by
execution of this Letter of Transmittal or by tendering Original Notes via ATOP,
shall waive any right to receive notice of the acceptance of their Original
Notes for exchange.

     Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of
Original Notes nor shall any of them incur any liability for failure to give any
such notice.

     10.  Mutilated, Lost, Stolen or Destroyed Original Notes. Any tendering
holder whose Original Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated herein for further
instructions.

     11.  Requests for Assistance or Additional Copies. Questions and requests
for assistance and requests for additional copies of the Prospectus, this Letter
of Transmittal and the Notice of Guaranteed Delivery may be directed to the
Exchange Agent at the address specified in the Prospectus.

                           (Do Not Write in The Space Below)

     Certificate Surrendered     Original Notes Tendered     Original Notes Accepted

   --------------------------- --------------------------- ---------------------------

   --------------------------- --------------------------- ---------------------------

   --------------------------- --------------------------- ---------------------------

Delivery Prepared By:
                      ----------------------------------------------------------

Checked By:
            --------------------------------------------------------------------

Date:
      --------------------------------------------------------------------------

                      PAYER'S NAME: GREIF BROS. CORPORATION

Name (if joint names, list first and circle the name of the person or entity
whose number you enter in Part I below. See instructions if your name has
changed.)

- --------------------------------------------------------------------------------

Address
       -------------------------------------------------------------------------

City, State and ZIP Code
                        --------------------------------------------------------

List account number(s) here (optional)
                                       -----------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------------
                                  Part 1--PLEASE PROVIDE YOUR
                                  TAXPAYER IDENTIFICATION  OR                   Social security number or TIN
                                  TIN  NUMBER  ("TIN") IN THE BOX AT
  SUBSTITUTE                      RIGHT AND CERTIFY BY SIGNING              -------------------------------------
                                  AND DATING BELOW.
                                                                                    
                                -------------------------------------------------------------------------------------------------
  Form  W-9                       Part 2--Check the box if you are NOT subject to backup withholding under the
  Department of the               provisions of section 3408(a)(1)(C) of the Internal Revenue Code because (1) you
  Treasury                        have not been notified that you are subject to backup withholding as a result of
  Internal Revenue Service        failure to report all interest or dividends or (2) the Internal Revenue Service
                                  has notified you that you are no longer subject to backup withholding.
                                -------------------------------------------------------------------------------------------------
  Payer's Request for Taxpayer                                                               Part 3--
  Identification Number           CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I
  (TIN)                           CERTIFY THAT THE INFORMATION PROVIDED ON THIS              Awaiting TIN [_]
                                  FORM IS TRUE, CORRECT Awaiting TIN AND COMPLETE.

                                  SIGNATURE                         DATE
                                            ----------------------      ----------

- ---------------------------------------------------------------------------------------------------------------------------------

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
      OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE
      REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
      IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

                                                                  Exhibit 99 (b)

                          NOTICE OF GUARANTEED DELIVERY
                                       FOR
                    8 7/8% SENIOR SUBORDINATED NOTES DUE 2012
                                       OF
                             GREIF BROS. CORPORATION

     As set forth in the prospectus, dated [________], 2002 (the "Prospectus"),
of Greif Bros. Corporation, and in the letter of transmittal, this form or one
substantially similar must be used to accept Greif Bros. Corporation's offer to
exchange all of its outstanding 8 7/8% Senior Subordinated Notes due 2012 (the
"Original Notes") for its 8 7/8% Senior Subordinated Notes due 2012, which have
been registered under the Securities Act of 1933, as amended, if certificates
for the Original Notes are not immediately available or if the Original Notes,
the letter of transmittal or any other required documents cannot be delivered to
the exchange agent, or the procedure for book-entry transfer cannot be
completed, prior to 5:00 p.m., New York City time, on the Expiration Date (as
defined in the Prospectus). This form may be delivered by an eligible
institution by hand or transmitted by facsimile transmission, overnight courier
or mailed to the exchange agent as indicated below.

- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [_________],
2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN THE EXCHANGE
OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON
THE EXPIRATION DATE.
- --------------------------------------------------------------------------------

                                   Deliver to:
                J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
                                 Exchange Agent

   By Registered or Certified Mail
         or Overnight Courier:                     By Hand (before 4:30 p.m.):

                          By Facsimile: _______________

                      Confirm by Telephone: _______________

     DELIVERY OF THIS NOTICE TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA
A FACSIMILE, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID
DELIVERY.

     This form is not to be used to guarantee signatures. If a signature on the
letter of transmittal to be used to tender Original Notes is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the letter
of transmittal.

Ladies and Gentlemen:

     The undersigned hereby tenders to Greif Bros. Corporation, upon the terms
and subject to the conditions set forth in the Prospectus and the letter of
transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, Original Notes pursuant to guaranteed delivery
procedures set forth in Instruction 1 of the letter of transmittal.

     The undersigned understands that tenders of Original Notes will be accepted
only in principal amounts equal to $1,000 or integral multiples thereof. The
undersigned understands that tenders of Original Notes pursuant to the Exchange
Offer may be withdrawn only in accordance with the procedures set forth in "The
Exchange Offer--Withdrawal of Tenders" section of the Prospectus.

     All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death, incapacity or dissolution of the
undersigned and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the heirs, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and other
legal representatives of the undersigned.

Note: Signatures Must Be Provided Where Indicated Below

Certificate No(s). for Original Notes (if available)____________________________

Principal Amount of Original Notes______________________________________________

Principal Amount of Original Notes Tendered_____________________________________

Signature(s)____________________________________________________________________

Dated___________________________________________________________________________

If Original Notes will be delivered by
book-entry transfer at the Depository
Trust Company, Depository Account No.___________________________________________

     This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Original Notes exactly as its (their) name(s) appear on
certificates of Original Notes or on a security position listing as the owner of
Original Notes, or by person(s) authorized to become registered holder(s) by
endorsements and documents transmitted with this Notice of Guaranteed Delivery.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information:

Name(s):    ____________________________________________________________________

            ____________________________________________________________________

Capacity:   ____________________________________________________________________

            ____________________________________________________________________

Address(es) ____________________________________________________________________

            ____________________________________________________________________

Telephone Number: ______________________________________________________________

                                        2

                                    GUARANTEE
                    (Not to be Used for Signature Guarantee)

     The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., or a commercial bank
or trust company having an office or correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934 (the "Exchange Act"), hereby:

          (a) represents that the above named person(s) own(s) the Original
     Notes to be tendered within the meaning of Rule 14e-4 under the Exchange
     Act;

          (b) represents that such tender of Original Notes complies with Rule
     14e-4 under the Exchange Act; and

          (c) guarantees that delivery to the exchange agent of certificates for
     the Original Notes to be tendered, proper form for transfer (or
     confirmation of the book-entry transfer of such Original Notes into the
     exchange agent's account at the Depository Trust Company, pursuant to the
     procedures for book-entry transfer set forth in the Prospectus), with
     delivery of a properly completed and duly executed (or manually signed
     facsimile) letter of transmittal with any required signatures and any other
     required documents, will be received by the Exchange Agent at one of its
     addresses set forth above within three New York Stock Exchange trading days
     after the Expiration Date.

     I HEREBY ACKNOWLEDGE THAT I MUST DELIVER THE LETTER OF TRANSMITTAL AND
ORIGINAL NOTES TO BE TENDERED TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET
FORTH HEREIN AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO ME.

____________________________________      ______________________________________
Name of Firm                              Authorized Signature

____________________________________      ______________________________________
Address                                   Title

____________________________________      ______________________________________
Zip Code                                  Please type name

____________________________________      ______________________________________
Telephone Number                          Dated

     NOTE: DO NOT SEND ORIGINAL NOTES WITH THIS FORM; ORIGINAL NOTES SHOULD BE
SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE
AGENT WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION
DATE.

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                                                                   Exhibit 99(c)

                             GRIEF BROS. CORPORATION

                           EXCHANGE OF ALL OUTSTANDING
                   8 7/8 % SENIOR SUBORDINATED NOTES DUE 2012
                                       FOR
                   8 7/8 % SENIOR SUBORDINATED NOTES DUE 2012

     THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
[________], 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN THE
EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.

To Our Clients:

     We are enclosing herewith a prospectus, dated [________], 2002, of Greif
Bros. Corporation, and the accompanying letter of transmittal that together
constitute the offer by Greif Bros. Corporation (the "Exchange Offer"), to
exchange its 8 7/8 % Senior Subordinated Notes due 2012 (the "Exchange Notes"),
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for like principal amount of its issued and outstanding
8 7/8 % Senior Subordinated Notes due 2012 (the "Original Notes"), upon the
terms and subject to the conditions set forth in the Exchange Offer.

     The Exchange Offer is not conditioned upon any minimum number of Original
Notes being tendered.

     We are the holder of record of Original Notes held by us for your own
account A tender of such Original Notes can be made only by us as the record
holder and pursuant to your instructions. The letter of transmittal is furnished
to you for your information only and cannot be used by you to tender Original
Notes held by us for your account.

     We request instructions as to whether you wish to tender any or all of the
Original Notes held by us for your account pursuant to the terms and conditions
of the Exchange Offer. We also request that you confirm that we may, on your
behalf, make the representations contained in the letter of transmittal.

     Pursuant to the letter of transmittal, each holder of Original Notes will
represent to Greif Bros. Corporation that:

         (i)   any Exchange Notes that the holder will acquire in exchange for
     Original Notes will be acquired in the ordinary course of business of the
     holder,

         (ii)  the holder has not engaged in, does not intend to engage in, and
     has no arrangement with any person to engage in, a distribution of any
     Exchange Notes issued to the holder, and

         (iii) the holder is not an "affiliate" (as defined in Rule 405 under
     the Securities Act) of Greif Bros. Corporation.

     If the holder is a broker-dealer (whether or not it is also an "affiliate")
that will receive Exchange Notes for its own account in exchange for Original
Notes, it will represent that the Original Notes were acquired as a result of
market-making activities or other trading activities, and it will acknowledge
that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of those Exchange Notes. By acknowledging that it
will deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of those Exchange Notes, the
broker-dealer is not deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

     Please return your instructions to us in the enclosed envelope within ample
time to permit us to submit a tender on your behalf prior to the Expiration
Date.

                 INSTRUCTIONS TO BOOK ENTRY TRANSFER PARTICIPANT

To Participant of the DTC:

     The undersigned hereby acknowledges receipt of the prospectus, dated
[_________], 2002 (the "Prospectus") of Greif Bros. Corporation, and the
accompanying letter of transmittal (the "Letter of Transmittal"), that together
constitute Greif Bros. Corporation's offer (the "Exchange Offer") to exchange
its 8 7/8 % Senior Subordinated Notes due 2012 (the "Exchange Notes"), for all
of its outstanding 8 7/8 % Senior Subordinated Notes due 2012 (the "Original
Notes"). Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus or the Letter of Transmittal.

     This will instruct you, the DTC participant, as to the action to be taken
by you relating to the Exchange Offer with respect to the Original Notes held by
you for the account of the undersigned.

     The aggregate face amount of the Original Notes held by you for the account
of the undersigned is (FILL IN AMOUNT):

     $_____________ of the 8 7/8 % Senior Subordinated Notes due 2012.

     With respect to the Exchange Offer, we hereby instruct you (check
appropriate box):

     [_] TO TENDER the following amount of Original Notes you hold for our
         account (Insert Principal Amount of Original Notes to be Tendered, if
         any) $___________.

     [_] NOT TO TENDER any Original Notes you hold for our account.

     If we instruct you to tender the Original Notes held by you for our
account, it is understood that you are authorized to make, on behalf of us (and,
by signing below, we hereby make to you), the representations contained in the
Letter of Transmittal that are to be made with respect to us as a beneficial
owner, including, but not limited to, the representations, that:

         (i)   any Exchange Notes that we will acquire in exchange for Original
     Notes will be acquired in the ordinary  course of our business;

         (ii)  we have not engaged in, do not intend to engage in, and have no
     arrangement with any person to engage in, a distribution of any Exchange
     Notes issued to us; and

         (iii) we are not an "affiliate" (as defined in Rule 405 under the
     Securities Act) of Greif Bros. Corporation.

     If we are a broker-dealer that will receive Exchange Notes for our own
account in exchange for Original Notes, we represent that the Original Notes
were acquired as a result of market-making activities or other trading
activities, and we acknowledge that we will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of those
Exchange Notes. By acknowledging that we will deliver and by delivering a
prospectus meeting the requirements of the Securities Act in connection with any
resale of those Exchange Notes, we are not deemed to admit that we are an
"underwriter" within the meaning of the Securities Act.

Name of beneficial owner(s): ___________________________________________________

Signature(s): __________________________________________________________________

Name(s) (please print): ________________________________________________________

Address: _______________________________________________________________________

Telephone Number: ______________________________________________________________

Taxpayer Identification or Social Security Number: _____________________________

Date: __________________________________________________________________________

                                                                   Exhibit 99(d)

                                    LETTER TO
                      DEPOSITORY TRUST COMPANY PARTICIPANTS

                             GREIF BROS. CORPORATION

                           EXCHANGE OF ALL OUTSTANDING
                   8/7/8/% SENIOR SUBORDINATED NOTES DUE 2012
                                       FOR
                   8/7/8/% SENIOR SUBORDINATED NOTES DUE 2012

     THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
[_______], 2002, UNLESS EXTENDED (THE "EXPIRATION DATE")

     ORIGINAL NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

     To Depository Trust Company Participants:

     We are enclosing herewith the material listed below relating to the offer
by Greif Bros. Corporation, to exchange its 8/7/8/% Senior Subordinated Notes
due 2012 (the "Exchange Notes"), which have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), for like principal amount of its
issued and outstanding 8/7/8/% Senior Subordinated Notes due 2012 (the "Original
Notes"), upon the terms and subject to the conditions set forth in Greif Bros.
Corporation's prospectus, dated [_______], 2002, and the related letter of
transmittal (which together constitute the "Exchange Offer").

     Enclosed are copies of the following documents:

         1.   Prospectus, dated [________], 2002;

         2.   Letter of Transmittal (together with accompanying Substitute Form
     W-9 Guidelines);

         3.   Notice of Guaranteed Delivery; and

         4.   Letter that may be sent to your clients for whose account you hold
     Original Notes in your name or in the name of your nominee, with space
     provided for obtaining such client's instruction with regard to the
     Exchange Offer.

     We urge you to contact your clients promptly. Please note that the Exchange
Offer will expire on the Expiration Date unless extended.

     The Exchange Offer is not conditioned upon any minimum number of Original
Notes being tendered.

     Pursuant to the letter of transmittal, each holder of Original Notes will
represent to Greif Bros. Corporation that:

         (i)   any Exchange Notes that the holder will acquire in exchange for
     Original Notes will be acquired in the ordinary course of business of the
     holder,

         (ii)  the holder has not engaged in, does not intend to engage in, and
     has no arrangement with any person to engage in, a distribution of any
     Exchange Notes issued to the holder, and

         (iii) the holder is not an "affiliate" (as defined in Rule 405 under
     the Securities Act) of Greif Bros. Corporation.

     If the holder is a broker-dealer (whether or not it is also an "affiliate")
that will receive Exchange Notes for its own account in exchange for Original
Notes, it will represent that the Original Notes were acquired as a result of
market-making activities or other trading activities, and it will acknowledge
that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of those Exchange Notes. By acknowledging that it
will deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of those Exchange Notes, the
broker-dealer is not deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

     The enclosed Letter to Clients contains an authorization by the beneficial
owners of the Original Notes for you to make the foregoing representations.

     Greif Bros. Corporation will not pay any fee or commission to any broker or
dealer to any other persons (other than the Exchange Agent) in connection with
the solicitation of tenders of Original Notes pursuant to the Exchange Offer.
Greif Bros. Corporation will pay or cause to be paid any transfer taxes payable
on the transfer of Original Notes to it, except as otherwise provided in
Instruction 6 of the enclosed letter of transmittal. Additional copies of the
enclosed material may be obtained from the undersigned.

                                                      Very truly yours,

                                                      J.P. MORGAN TRUST COMPANY,
                                                        NATIONAL ASSOCIATION

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