<PAGE>

                                                                   EXHIBIT 10.10


                           HUNTSMAN ICI HOLDINGS LLC



                                 $604,557,000*
                    *Subject to reset on September 30, 2004

             8%* SENIOR SUBORDINATED RESET DISCOUNT NOTES DUE 2009


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


                              AMENDED AND RESTATED
                                   INDENTURE

                         Dated as of November 17, 2000



                                BANK ONE, N.A.,

                                   as Trustee
                                ---------------
<PAGE>

                            CROSS-REFERENCE TABLE*

Trust Indenture Act Section                                   Indenture Section

310(a)(1)...................................................               7.10
(a)(2)......................................................               7.10
(a)(3)......................................................               N.A.
(a)(4)......................................................               N.A.
(a)(5)......................................................               7.10
(b).........................................................               7.10
(c).........................................................               N.A.
311(a)......................................................               7.11
(b).........................................................               7.11
(c).........................................................               N.A.
312(a)......................................................               2.05
(b).........................................................              10.03
(c).........................................................              10.03
313(a)......................................................               7.06
(b)(1)......................................................              10.03
(b)(2)......................................................         7.07;10.03
(c).........................................................         7.06;10.02
(d).........................................................               7.06
314(a)......................................................         4.03;10.02
(b).........................................................              10.02
(c)(1)......................................................              10.04
(c)(2)......................................................              10.04
(c)(3)......................................................               N.A.
(d).........................................................               N.A.
(e).........................................................              10.05
(f).........................................................               N.A.
315(a)......................................................               7.01
(b).........................................................         7.05;10.02
(c).........................................................               7.01
(d).........................................................               7.01
(e).........................................................               6.11
316(a) (last sentence)......................................               2.09
(a)(1)(A)...................................................               6.05
(a)(1)(B)...................................................               6.04
(a)(2)......................................................               N.A.
(b).........................................................               6.07
(c).........................................................               2.12
317(a)(1)...................................................               6.08
(a)(2)......................................................               6.09
(b).........................................................               2.04
318(a)......................................................              10.01
(b).........................................................               N.A.
(c).........................................................              10.01

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

                               -----------------
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                            <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE..........................................................................  1
     Section 1.01 Definitions.................................................................................................  1
     Section 1.02 Other Definitions........................................................................................... 27
     Section 1.03 Incorporation by Reference of Trust Indenture Act........................................................... 27
     Section 1.04 Rules of Construction....................................................................................... 28

ARTICLE II THE NOTES.......................................................................................................... 29
     Section 2.01 Form and Dating............................................................................................. 29
     Section 2.02 Execution and Authentication................................................................................ 29
     Section 2.03 Registrar and Paying Agent.................................................................................. 30
     Section 2.04 Paying Agent to Hold Money in Trust......................................................................... 30
     Section 2.05 Holder Lists................................................................................................ 31
     Section 2.06 Transfer and Exchange....................................................................................... 31
     Section 2.07 Replacement Notes........................................................................................... 44
     Section 2.08 Outstanding Notes........................................................................................... 45
     Section 2.09 Treasury Notes.............................................................................................. 45
     Section 2.10 Temporary Notes............................................................................................. 45
     Section 2.11 Cancellation................................................................................................ 45
     Section 2.12 Defaulted Interest.......................................................................................... 46
     Section 2.13 Exchange for Reset Notes.................................................................................... 46

ARTICLE III REDEMPTION AND PREPAYMENT......................................................................................... 50
     Section 3.01 Notices to Trustee.......................................................................................... 50
     Section 3.02 Selection of Notes to Be Redeemed........................................................................... 50
     Section 3.03 Notice of Redemption........................................................................................ 50
     Section 3.04 Effect of Notice of Redemption.............................................................................. 51
     Section 3.05 Deposit of Redemption Price................................................................................. 51
     Section 3.06 Notes Redeemed in Part...................................................................................... 52
     Section 3.07 Optional Redemption......................................................................................... 52
     Section 3.08 Mandatory Redemption........................................................................................ 52
     Section 3.09 Offer to Purchase by Application of Excess Proceeds......................................................... 53

ARTICLE IV COVENANTS.......................................................................................................... 55
     Section 4.01 Payment of Notes............................................................................................ 55
     Section 4.02 Maintenance of Office or Agency............................................................................. 55
     Section 4.03 Reports..................................................................................................... 55
     Section 4.04 Compliance Certificate...................................................................................... 56
     Section 4.05 Taxes....................................................................................................... 57
     Section 4.06 Stay, Extension and Usury Laws.............................................................................. 57
     Section 4.07 Restricted Payments......................................................................................... 57
     Section 4.08 Incurrence of Indebtedness and Issuance of Disqualified Stock............................................... 59
     Section 4.09 Limitation on Asset Sales................................................................................... 63
     Section 4.10 Transactions with Affiliates................................................................................ 65
     Section 4.11 Liens....................................................................................................... 66
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                                            <C>
     Section 4.12 Existence................................................................................................... 66
     Section 4.13 Repurchase at the Option of Holders upon a Change of Control................................................ 66
     Section 4.14 Intermediate Holding Company Indebtedness or Disqualified Stock............................................. 68
     Section 4.15 Conduct of Business......................................................................................... 68
     Section 4.16 Limitation on Preferred Stock of Restricted Subsidiaries.................................................... 68
     Section 4.17 Prohibition on Incurrence of Senior Subordinated Debt....................................................... 69

ARTICLE V SUCCESSORS.......................................................................................................... 69
     Section 5.01 Merger, Consolidation or Sale of Assets..................................................................... 69
     Section 5.02 Successor Corporation Substituted........................................................................... 70

ARTICLE VI DEFAULTS AND REMEDIES.............................................................................................. 71
     Section 6.02 Acceleration................................................................................................ 72
     Section 6.03 Other Remedies.............................................................................................. 73
     Section 6.04 Waiver of Existing Defaults................................................................................. 73
     Section 6.05 Control by Majority......................................................................................... 73
     Section 6.06 Limitation on Suits......................................................................................... 73
     Section 6.07 Rights of Holders of Notes to Receive Payment............................................................... 74
     Section 6.08 Collection Suit by Trustee.................................................................................. 74
     Section 6.09 Trustee May File Proofs of Claim............................................................................ 74
     Section 6.10 Priorities.................................................................................................. 75
     Section 6.11 Undertaking for Costs....................................................................................... 75
     Section 6.12 Expenses and Services After an Event of Default............................................................. 75

ARTICLE VII TRUSTEE........................................................................................................... 76
     Section 7.01 Duties of Trustee........................................................................................... 76
     Section 7.02 Rights of Trustee........................................................................................... 77
     Section 7.03 Individual Rights of Trustee................................................................................ 78
     Section 7.04 Trustee's Disclaimer........................................................................................ 78
     Section 7.05 Notice of Defaults.......................................................................................... 78
     Section 7.06 Reports by Trustee to Holders of the Notes.................................................................. 78
     Section 7.07 Compensation and Indemnity.................................................................................. 79
     Section 7.08 Replacement of Trustee...................................................................................... 79
     Section 7.09 Successor Trustee by Merger, etc............................................................................ 80
     Section 7.10 Eligibility; Disqualification............................................................................... 81
     Section 7.11 Preferential Collection of Claims Against the Issuer........................................................ 81

ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE......................................................................... 81
     Section 8.01 Termination of the Company's Obligations.................................................................... 81
     Section 8.02 Acknowledgment of Discharge by Trustee...................................................................... 83
     Section 8.03 Application of Trust Money.................................................................................. 84
     Section 8.04 Repayment to the Company.................................................................................... 84
     Section 8.05 Reinstatement............................................................................................... 84

ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER................................................................................... 84
     Section 9.01 Without Consent of Holders.................................................................................. 84
     Section 9.02 With Consent of Holders..................................................................................... 85
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                                            <C>
     Section 9.03 Compliance with TIA.........................................................................................  86
     Section 9.04 Revocation and Effect of Consents...........................................................................  86
     Section 9.05 Notation on or Exchange of Notes............................................................................  87
     Section 9.06 Trustee To Sign Amendments, Etc.............................................................................  87

ARTICLE X SUBORDINATION OF NOTES..............................................................................................  87
     Section 10.01 Notes Subordinated to Senior Debt..........................................................................  87
     Section 10.02 Suspension of Payment When Senior Debt Is in Default.......................................................  88
     Section 10.03 Notes Subordinated to Prior Payment of All Senior Debt on Dissolution, Liquidation or Reorganization of
     Company..................................................................................................................  89
     Section 10.04 Holders To Be Subrogated to Rights of Holders of Senior Debt...............................................  91
     Section 10.05 Obligations of the Company Unconditional...................................................................  91
     Section 10.06 Trustee Entitled To Assume Payments Not Prohibited in Absence of Notice....................................  92
     Section 10.07 Application by Trustee of Assets Deposited with It.........................................................  92
     Section 10.08 No Waiver of Subordination Provisions......................................................................  93
     Section 10.09 Holders Authorize Trustee To Effectuate Subordination of Notes.............................................  93
     Section 10.10 Rights of Trustee To Hold Senior Debt......................................................................  94
     Section 10.11 No Suspension of Remedies..................................................................................  94
     Section 10.12 No Fiduciary Duty of Trustee to Holder of Senior Debt......................................................  94

ARTICLE XI MISCELLANEOUS......................................................................................................  94
     Section 11.01 Trust Indenture Act Controls...............................................................................  94
     Section 11.02 Notices....................................................................................................  95
     Section 11.03 Communication by Holders of Notes with Other Holders of Notes..............................................  96
     Section 11.04 Certificate and Opinion as to Conditions Precedent.........................................................  96
     Section 11.05 Statements Required in Certificate or Opinion..............................................................  96
     Section 11.06 Rules by Trustee and Agents................................................................................  97
     Section 11.07 Governing Law..............................................................................................  97
     Section 11.08 No Adverse Interpretation of Other Agreements..............................................................  97
     Section 11.09 Successors.................................................................................................  97
     Section 11.10 Severability...............................................................................................  97
     Section 11.11 Counterpart Originals......................................................................................  98
     Section 11.12 Table of Contents, Headings, etc...........................................................................  98
     Section 11.13 Payments on Business Days..................................................................................  98
</TABLE>

EXHIBITS

Exhibit A     FORM OF NOTE
Exhibit B     FORM OF CERTIFICATE OF TRANSFER
Exhibit C     FORM OF CERTIFICATE OF EXCHANGE
Exhibit D     FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED
              INVESTOR
<PAGE>

     AMENDED AND RESTATED INDENTURE, dated as of November 17, 2000, between
HUNTSMAN ICI HOLDINGS LLC, a Delaware limited liability company (the "Company"
or the "Issuer") and BANK ONE, N.A., as trustee (the "Trustee").

     The Issuer 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% Senior
Subordinated Reset Discount Notes due 2009 (the "Notes"):


                                   ARTICLE I
                         DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01  Definitions

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

     "Accreted Value" means, as of any date prior to the Full Accretion Date, an
amount per $1,000 principal amount at maturity of Notes that is equal to the sum
of (a) the Issue Price ($438.83 per $1,000 principal amount at maturity of
Notes) of such Notes (or, with respect to the Reset Notes, the Reset Note Price)
and (b) the portion of the excess of the principal amount of such Notes (as
reset in the case of the Reset Notes) over such Issue Price (or, with respect to
the Reset Notes, the Reset Note Price) which shall have been amortized through
such date, such amount to be so amortized on a daily basis and compounded semi-
annually on each January 1 and July 1 at the Applicable Rate from the Issue Date
of the Notes (or, with respect to the Reset Notes, the Reset Determination Date)
through the date of determination computed on the basis of a 360-day year of
twelve 30-day months, and as of any date on or after the Full Accretion Date,
the principal amount of each Note.

     "Acquired Debt" means, with respect to any specified Person, Indebtedness
of any other Person existing at the time such other Person is merged with or
into or becomes a Restricted Subsidiary of such specified Person, and not
incurred in connection with, or in contemplation of, such other Person merging
with or into, or becoming a Restricted Subsidiary of, such specified Person.

     "Additional Interest" has the meaning set forth in the Registration Rights
Agreement.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person.  For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the


                                       1
<PAGE>

management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise. For purposes of this definition, the
terms "controlling, "controlled by" and "under common control with" shall have
correlative meanings.

     "Agent" means any Registrar or Paying Agent.

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

     "Applicable Rate" means 8% per annum; provided, however, that from the
Reset Date, the Applicable Rate shall be equal to the Reset Accretion Rate.

     "Asset Acquisition" means (a) an Investment by the Company or any of the
Company's Restricted Subsidiaries in any other Person pursuant to which such
Person shall become a Restricted Subsidiary of the Company or any of the
Company's Restricted Subsidiaries or shall merge or consolidate with the Company
or any of the Company's Restricted Subsidiaries or (b) the acquisition by the
Company or any of the Company's Restricted Subsidiaries of the assets of any
Person which constitute all or substantially all of the assets of such Person,
any division or line of business of such Person or any other properties or
assets of such Person other than in the ordinary course of business.

     "Asset Sale" means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of business), assignment or other transfer for value by the Company or any of
its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to
any Person other than the Company or a Restricted Subsidiary of the Company of
(a) any Capital Stock of any Restricted Subsidiary of the Company; or (b) any
other property or assets of the Company or any Restricted Subsidiary of the
Company other than in the ordinary course of business; provided, however, that
Asset Sales shall not include (i) a transaction or series of related
transactions for which the Company or its Restricted Subsidiaries receive
aggregate consideration of less than $5 million, (ii) sales of accounts
receivable and related assets (including contract rights) of the type specified
in the definition of "Qualified Securitization Transaction" to a Securitization
Entity for the fair market value thereof, (iii) sales or grants of licenses to
use the Company's or any of its Restricted Subsidiary's patents, trade secrets,
know-how and other intellectual property of the Company or any of its Restricted
Subsidiaries to the extent that such license does not prohibit the licensor from
using the patent, trade secret, know-how or technology licensed or require the
Company or any of its Restricted Subsidiaries to pay any fees for any such use,
(iv) the sale, lease, conveyance, disposition or other transfer (A) of all or
substantially all of the assets of the Company as permitted under Sections 4.13
and/or 5.01, (B) of any Capital Stock or other ownership interest in or assets
or property of an Unrestricted Subsidiary or a Person which is not a Subsidiary,
(C) pursuant to any foreclosure of assets or other remedy provided by applicable
law to a creditor of the Company or any Subsidiary of the Company with a Lien on
such assets, which Lien is permitted under the Indenture; provided that such
foreclosure or other remedy is conducted in a commercially

                                       2
<PAGE>

reasonable manner or in accordance with any bankruptcy law, (D) involving only
Cash Equivalents, Foreign Cash Equivalents or inventory in the ordinary course
of business or obsolete equipment in the ordinary course of business consistent
with past practices of the Company or (E) including only the lease or sublease
of any real or personal property in the ordinary course of business, (v) the
consummation of any transaction in accordance with the terms of Section 4.07,
(vi) Permitted Investments and (vii) any merger or consolidation permitted under
Article V.

     "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal or state
law of any jurisdiction relating to bankruptcy, insolvency, winding up,
liquidation, reorganization or relief of debtors.

     "BASF Agreement" means the Propylene Oxide Supply Agreement, dated as of
March 21, 1997, by and between BASF Corporation, a Delaware corporation, and the
Operating Company, as assignee of Huntsman Specialty Chemicals Corporation, a
Delaware corporation.

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

     "Board"  means, as to any Person, the board of managers, or any authorized
committee thereof, of a limited liability company, or the board of directors, or
any authorized committee thereof, of a corporation.

     "Board Resolution" means, as to any Person, a copy of a resolution
certified by the Secretary or an Assistant Secretary of  such Person to have
been duly adopted by the Board of 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.

     "Buyout Indebtedness" means any Indebtedness incurred in connection or
concurrently with a Buyout Transaction.

     "Buyout Interests" means the membership interests held by ICI or any ICI
Affiliate in the Company or any interest or security into which any of the
foregoing is exchanged or converted.

     "Buyout Transaction" means the redemption, repurchase, retirement or other
acquisition of any Buyout Interests by a Huntsman Affiliate or the Company
and/or the purchase or other acquisition (including, without limitation,
pursuant to any merger, consolidation or other similar transaction) of any
Buyout Interests by any Restricted Subsidiary of the Company, in each such

                                       3
<PAGE>

case whether in a single transaction or a series of related transactions and
including, in each such case, the concurrent redemption, repurchase, retirement
or other acquisition of any other membership interests or any interest or
security into which any of the foregoing is exchanged or converted in the
Company held by any other Person (other than a Huntsman Affiliate).

     "Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at such time be required to be capitalized on a balance sheet in accordance with
GAAP.

     "Capital Stock" means:

          (1)    in the case of a limited liability company, any and all
     membership interests;

          (2)    in the case of a corporation, corporate stock, including common
     stock and preferred stock;

          (3)    in the case of an association or business entity, any and all
     shares, interests, participations, rights or other equivalents (however
     designated, whether voting or non-voting) of corporate stock;

          (4)    in the case of a partnership, partnership interests (whether
     general or limited); and

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

in each case, whether now outstanding or issued after the date of this
Indenture.

     "Capital Stock Sale Proceeds" means the aggregate net cash proceeds
(including the fair market value of the non-cash proceeds, as determined by an
independent appraisal firm) received by the Company after the date of this
Indenture (x) as a contribution to the common equity capital or from the issue
or sale of Equity Interests of the Company (other than Disqualified Stock) or
(y) from the issue or sale of convertible or exchangeable Disqualified Stock or
convertible or exchangeable debt securities of the Company that have been
converted into or exchanged for such Equity Interests (other than Equity
Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the
Company).

     "Cash Equivalents" means (i) a marketable obligation, maturing within two
years after issuance thereof, issued or guaranteed by the United States of
America or an instrumentality or agency thereof, (ii) a certificate of deposit
or banker's acceptance, maturing within one year after issuance thereof, issued
by any lender under the Credit Facilities, or a national or state bank or trust
company or a European, Canadian or Japanese bank, in each case having capital,
surplus


                                       4
<PAGE>

and undivided profits of at least $100,000,000 and whose long-term unsecured
debt has a rating of A or better by S&P or A2 or better by Moody's or the
equivalent rating by any other nationally recognized rating agency (provided
that the aggregate face amount of all Investments in certificates of deposit or
bankers' acceptances issued by the principal offices of or branches of such
European or Japanese banks located outside the United States shall not at any
time exceed 33 1/3% of all Investments described in this definition), (iii) open
market commercial paper, maturing within 270 days after issuance thereof, which
has a rating of A1 or better by S&P or P1 or better by Moody's or the equivalent
rating by any other nationally recognized rating agency, (iv) repurchase
agreements and reverse repurchase agreements with a term not in excess of one
year with any financial institution which has been elected primary government
securities dealers by the Federal Reserve Board or whose securities are rated
AA- or better by S&P or Aa3 or better by Moody's or the equivalent rating by any
other nationally recognized rating agency relating to marketable direct
obligations issued or unconditionally guaranteed by the United States of America
or any agency or instrumentality thereof and backed by the full faith and credit
of the United States of America, (v) "Money Market" preferred stock maturing
within six months after issuance thereof or municipal bonds issued by a
corporation organized under the laws of any state of the United States, which
has a rating of "A" or better by S&P or Moody's or the equivalent rating by any
other nationally recognized rating agency, (vi) tax exempt floating rate option
tender bonds backed by letters of credit issued by a national or state bank
whose long-term unsecured debt has a rating of AA or better by S&P or Aa2 or
better by Moody's or the equivalent rating by any other nationally recognized
rating agency, and (vii) shares of any money market mutual fund rated at least
AAA or the equivalent thereof by S&P or at least Aaa or the equivalent thereof
by Moody's or any other mutual fund holding assets consisting (except for de
minimis amounts) of the type specified in clauses (i) through (vi) above.

     "Change of Control" means (i) prior to the Initial Public Offering, the
failure by Mr. Jon M. Huntsman, his spouse, direct descendants or an entity
controlled by any of the foregoing and/or by a trust for the benefit of any of
the foregoing (the "Huntsman Group"), collectively, to have the power, directly
or indirectly, to vote or direct the voting of securities having at least a
majority of the ordinary voting power for the election of directors (or the
equivalent) of the Company or (ii) after the Initial Public Offering, the
occurrence of the following: (x) any "person" or "group" (as such terms are used
in Sections 13(d) and 14(d) of the Exchange Act), other than one or more members
of the Huntsman Group, is or becomes the "beneficial owner" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to
have "beneficial ownership" of all securities that such Person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of 35% or more of the then outstanding Voting
Stock of the Company other than in a transaction having the approval of the
Board of the Company at least a majority of which members are Continuing
Directors; or (y) Continuing Directors shall cease to constitute at least a
majority of the Board of the Company.

     "Class A Shares" means the Class A Shares of TGL which have voting rights
but no rights to dividends and a nominal liquidation preference.


                                       5
<PAGE>

     "Class B Shares" means the Class B Shares of Holdings U.K., which have
voting rights, a right to nominal dividends and a nominal liquidation
preference.

     "Clearstream" means Clearstream Banking, S.A.

     "Commission" or "SEC" means the Securities and Exchange Commission.

     "Company" has the meaning assigned to it in the preamble to this Indenture.

     "Consolidated EBITDA" means with respect to any Person, for any period, the
sum (without duplication) of (i) Consolidated Net Income and (ii) to the extent
Consolidated Net Income has been reduced thereby, (A) all income taxes of such
Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP
for such period (other than income taxes attributable to extraordinary, unusual
or nonrecurring gains or losses or taxes attributable to sales or dispositions
outside the ordinary course of business), (B) Consolidated Interest Expense and
(C) Consolidated Non-cash Charges less any non-cash items increasing
Consolidated Net Income for such period, all as determined on a consolidated
basis for such Person and its Restricted Subsidiaries in accordance with GAAP.

     "Consolidated Fixed Charge Coverage Ratio" means, with respect to any
Person, the ratio of (x) Consolidated EBITDA of such Person during the four full
fiscal quarters for which financial information is available  (the "Four Quarter
Period") ending on or prior to the date of the transaction giving rise to the
need to calculate the Consolidated Fixed Charge Coverage Ratio (the "Transaction
Date") to (y) Consolidated Fixed Charges of such Person during such Four Quarter
Period.

     In addition to the foregoing, for purposes of this definition,
"Consolidated EBITDA" and "Consolidated Fixed Charges" shall be calculated after
giving effect on a pro forma basis for the period of such calculation to:

          (1)    the issuance of the Notes;

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

          (3)    any Asset Sales or Asset Acquisitions (including, without
     limitation, any Asset Acquisition giving rise to the need to make such
     calculation as a result of such

                                       6
<PAGE>

     Person or one of its Restricted Subsidiaries (including any Person who
     becomes a Restricted Subsidiary as a result of the Asset Acquisition)
     incurring, assuming or otherwise being liable for Acquired Debt and also
     including any Consolidated EBITDA (including any pro forma expense and cost
     reduction calculated on a basis consistent with Regulation S-X under the
     Securities Act as in effect on the Issue Date) (provided that such
     Consolidated EBITDA shall be included only to the extent includible
     pursuant to the definition of "Consolidated Net Income") attributable to
     the assets which are the subject of the Asset Acquisition or Asset Sale
     during the Four Quarter Period) occurring during the Four Quarter Period or
     at any time subsequent to the last day of the Four Quarter Period and on or
     prior to the Transaction Date, as if such Asset Sale or Asset Acquisition
     (including the incurrence, assumption or liability for any such Acquired
     Debt) occurred on the first day of the Four Quarter Period.

     If such Person or any of its Restricted Subsidiaries directly or indirectly
guarantees Indebtedness of a Person other than the Company or a Restricted
Subsidiary, the preceding sentence shall give effect to the incurrence of such
guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such
Person had directly incurred or otherwise assumed such guaranteed Indebtedness.
Furthermore, in calculating "Consolidated Fixed Charges" for purposes of
determining the denominator (but not the numerator) of this "Consolidated Fixed
Charge Coverage Ratio," (1) interest on outstanding Indebtedness determined on a
fluctuating basis as of the Transaction Date and which will continue to be so
determined thereafter shall be deemed to have accrued at a fixed rate per annum
equal to the rate of interest on such Indebtedness in effect on the Transaction
Date; (2) if interest on any Indebtedness actually incurred on the Transaction
Date may optionally be determined at an interest rate based upon a factor of a
prime or similar rate, a eurocurrency interbank offered rate, or other rates,
then the interest rate in effect on the Transaction Date will be deemed to have
been in effect during the Four Quarter Period; and (3) notwithstanding clause
(1) above, interest on Indebtedness determined on a fluctuating basis, to the
extent such interest is covered by agreements relating to Hedging Obligations,
shall be deemed to accrue at the rate per annum resulting after giving effect to
the operation of such agreements.

     "Consolidated Fixed Charges" means, with respect to any Person for any
period, the sum, without duplication, of (i) Consolidated Interest Expense, plus
(ii) the product of (x) the amount of all dividend payments on any series of
Preferred Stock of such Person and its Restricted Subsidiaries (other than
dividends paid in Capital Stock (other than Disqualified Stock) and other than
dividends paid to such Person or to a Restricted Subsidiary of such Person)
paid, accrued or scheduled to be paid or accrued during such period times (y) a
fraction, the numerator of which is one and the denominator of which is one
minus the then current effective consolidated federal, state and local tax rate
of such Person, expressed as a decimal.

     "Consolidated Indebtedness" means, with respect to any Person as of any
date of determination, the sum, without duplication, of:

          (1)    the total amount of outstanding Indebtedness of such Person and
     its

                                       7
<PAGE>

     Restricted Subsidiaries, plus

          (2)    the total amount of Indebtedness of any other Person that has
     been Guaranteed by the referent Person or one or more of its Restricted
     Subsidiaries, plus

          (3)    the aggregate liquidation value of all Disqualified Stock of
     such Person and all preferred stock of Restricted Subsidiaries of such
     Person, in each case, determined on a consolidated basis in accordance with
     GAAP.

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

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

          (2)   the consolidated interest expense of such Person and its
     Restricted Subsidiaries that was capitalized during such period, and

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

          (4)  excluding, however, any amount of such interest of any Restricted
     Subsidiary if the net income of such Restricted Subsidiary is excluded in
     the calculation of Consolidated Net Income pursuant to clause (d) of the
     definition thereof (but only in the same proportion as the net income of
     such Restricted Subsidiary is excluded from the calculation of Consolidated
     Net Income pursuant to clause (d) of the definition thereof), in each case,
     on a consolidated basis and in accordance with GAAP.

     "Consolidated Net Income" means, with respect to any Person, for any
period, the aggregate net income (or loss) of such Person and its Restricted
Subsidiaries for such period on a consolidated basis, determined in accordance
with GAAP; provided that there shall be excluded therefrom (a) after-tax gains
from Asset Sales or abandonments or reserves relating thereto, (b) after-tax
items classified as extraordinary or nonrecurring gains, (c) the net income of
any Person acquired in a "pooling of interests" transaction accrued prior to the
date it becomes a Restricted Subsidiary of the referent Person or is merged or
consolidated with the referent Person or any Restricted Subsidiary of the
referent Person, (d) the net income (but not loss) of any Restricted Subsidiary
of the referent Person to the extent that the declaration of dividends or
similar

                                       8
<PAGE>

distributions by that Restricted Subsidiary of that income is restricted
by a contract, operation of law or otherwise (other than, in the case of the
Operating Company, any agreement or instrument evidencing Indebtedness or
Preferred Stock outstanding on the date of this Indenture or incurred or issued
thereafter in compliance with Section 4.08), (e) the net income of any Person,
other than a Restricted Subsidiary of the referent Person, except to the extent
of cash dividends or distributions paid to the referent Person or to a Wholly
Owned Restricted Subsidiary of the referent Person by such Person, (f) any
restoration to income of any contingency reserve, except to the extent that
provision for such reserve was made out of Consolidated Net Income accrued at
any time following the Issue Date, (g) income or loss attributable to
discontinued operations (including, without limitation, operations disposed of
during such period whether or not such operations were classified as
discontinued), (h) in the case of a successor to the referent Person by
consolidation or merger or as a transferee of the referent Person's assets, any
earnings of the successor corporation prior to such consolidation, merger or
transfer of assets and (i) all gains or losses from the cumulative effect of any
change in accounting principles; provided further, that to the extent not
otherwise included in net income, the amount of cash distribution received from
LPC from operating cash flow (without giving effect to gains on asset
dispositions, extraordinary items, liquidation or dividends) shall be added to
net income.

     "Consolidated Net Worth" of any Person means the consolidated stockholders'
equity of such Person, determined on a consolidated basis in accordance with
GAAP, less (without duplication) amounts attributable to Disqualified Stock of
such Person.

     "Consolidated Non-cash Charges" means, with respect to any Person, for any
period, the aggregate depreciation, amortization and other non-cash expenses of
such Person and its Restricted Subsidiaries reducing Consolidated Net Income of
such Person and its Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP (excluding any such charge
constituting an extraordinary item or loss or any such charge which requires an
accrual of or a reserve for cash charges for any future period).

     "Continuing Directors" means, as of any date, the collective reference to
(i) all members of the Board of the Company who have held office continuously
since a date no later than the later of (x) twelve months prior to the Initial
Public Offering and (y) the Issue Date, and (ii) all members of the Board of the
Company who assumed office after such date and whose appointment or nomination
for election by the Company's shareholders was approved by a vote of at least
50% of the Continuing Directors in office immediately prior to such appointment
or nomination or by the Huntsman Group.

     "Contribution Agreement" means the Contribution Agreement dated as of April
15, 1999, as amended by an Amending Agreement dated as of June 4, 1999, among
the Company, the Operating Company, Huntsman Specialty Chemicals Corporation and
Imperial Chemical Industries Plc., as amended as of the date hereof.

     "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 11.02 or such other address as to which the Trustee
may give notice to the Issuer.

                                       9
<PAGE>

     "Credit Facilities" means, with respect to the Company and/or its
Restricted Subsidiaries, one or more debt facilities or commercial paper
facilities, indentures or other agreements, in each case with banks or other
institutional lenders or investors providing for revolving credit loans, term
loans, notes, receivables financing (including through the sale of receivables
to such lenders or to special purpose entities formed to borrow from such
lenders against such receivables) or letters of credit, together with the
related documents thereto (including, without limitation, any guarantee
agreements and security documents), in each case, as amended (including any
amendment and restatement thereof), supplemented or otherwise modified from time
to time, including any agreement extending the maturity of, refinancing,
replacing (whether or not contemporaneously) or otherwise restructuring
(including increasing the amount of available borrowings thereunder (provided
that such increase in borrowings is permitted by Section 4.08) or adding
Restricted Subsidiaries of the Company as additional borrowers or guarantors
thereunder) all or any portion of the Indebtedness under such agreements or any
successor or replacement agreements and whether by the same or any other agent,
lender or group of lenders or investors.

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

     "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06, substantially in 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 Global Notes, the Person specified
in Section 2.03 as the Depositary with respect to the Notes, and any and all
successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provision of this Indenture.

     "Designated Senior Debt" means (i) Indebtedness under or in respect of the
Credit Facilities and (ii) any other indebtedness constituting Senior Debt
which, at the time of determination, has an aggregate principal amount of at
least $25 million and is specifically designated in the instrument evidencing
such Senior Debt as "Designated Senior Debt" by the Company.

     "Disposition" means, with respect to any Person, any merger, consolidation
or other business combination involving such Person (whether or not such Person
is the Surviving Person) or the sale, assignment, or transfer, lease conveyance
or other disposition of all or substantially all of such Person's assets or
Capital Stock.

     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable,

                                      10
<PAGE>

pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder thereof, in whole or in part, on or prior to the date on which the
Notes mature. Notwithstanding the preceding sentence, any Capital Stock that
would constitute Disqualified Stock solely because the holders thereof have the
right to require the Company to repurchase such Capital Stock upon the
occurrence of a change of control or an asset sale shall not constitute
Disqualified Stock if the asset sale or change of control provisions applicable
to such Capital Stock are no more favorable to the holders of such Capital Stock
than the provisions contained in Sections 4.09 and 4.13 and such Capital Stock
specifically provides that such Person will not repurchase or redeem any such
stock pursuant to such provision prior to the repurchase of such Notes as are
required to be repurchased pursuant to Sections 4.09 and 4.13. Notwithstanding
the foregoing, Capital Stock shall not be deemed to be Disqualified Stock if it
may only be so redeemed solely in consideration of Capital Stock that is not
Disqualified Stock.

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

     "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

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

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

     "Exchange Offer" means an offer to exchange the Notes for Exchange Notes
pursuant to a registration statement filed pursuant to the Registration Rights
Agreement.

     "Exchange Registration Statement" means an effective registration statement
filed pursuant to the Registration Rights Agreement.

     "Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries in existence on the Issue Date, reduced by the amount of
any prepayments with Net Proceeds of any Asset Sale (which are accompanied by a
corresponding permanent commitment reduction) pursuant to Section 4.09.

     "Foreign Cash Equivalents" means (i) debt securities with a maturity of 365
days or less issued by any member nation of the European Union, Switzerland or
any other country whose debt securities are rated by S&P and Moody's A-1 or P-1,
or the equivalent thereof (if a short-term debt rating is provided by either) or
at least AA or AA2, or the equivalent thereof (if a long-term unsecured debt
rating is provided by either) (each such jurisdiction, an "Approved
Jurisdiction") or any agency or instrumentality of an Approved Jurisdiction,
provided that the full faith and credit of the Approved Jurisdiction is pledged
in support of such debt securities or such debt securities constitute a general
obligation of the Approved Jurisdiction and (ii) debt

                                      11
<PAGE>

securities in an aggregate principal amount not to exceed $25 million with a
maturity of 365 days or less issued by any nation in which the Company or its
Restricted Subsidiaries have cash which is the subject of restrictions on export
or any agency or instrumentality of such nation, provided that the full faith
and credit of such nation is pledged in support of such debt securities or such
debt securities constitute a general obligation of such nation.

     "Foreign Subsidiary" means any Restricted Subsidiary of the Company
organized and conducting its principal operations outside the United States.

     "Foreign Subsidiary Asset Sale" means any direct or indirect sale,
issuance, conveyance, transfer, lease, assignment or other transfer for value by
the Company or any of its Restricted Subsidiaries to any Person other than the
Company or a Restricted Subsidiary of the Company of the Capital Stock of any
Foreign Subsidiary or any of the property or assets of any Foreign Subsidiary.

     "Full Accretion Date" shall mean December 31, 2009.

     "Funds" means the aggregate amount of U.S. Legal Tender and/or U.S.
Government Obligations deposited with the Trustee pursuant to Article Eight.

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

     "Guarantee" or "guarantee" means a guarantee other than by endorsement of
negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness, measured as the lesser of the
aggregate outstanding amount of the Indebtedness so guaranteed and the face
amount of the Guarantee.

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

     "Global Notes" means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes.

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

          (1)    interest rate swap agreements, interest rate cap agreements,
     interest rate collar agreements, interest rate option agreements and other
     similar agreements or

                                      12
<PAGE>

     arrangements designed to protect such Person and its Subsidiaries against
     fluctuations in interest rates;

          (2)    foreign currency exchange agreements, foreign currency swap
     agreements and other similar agreements or arrangements designed to protect
     such Person and its Subsidiaries against fluctuations in currency values;
     and

          (3)    commodity futures contracts, commodity options and other
     similar agreements or arrangements designed to protect such Person and its
     Subsidiaries against fluctuations in the price of commodities used in the
     ordinary course of business of that Person and its Subsidiaries.

     "Holder" means a holder of the Notes.

     "Holdings U.K." means Huntsman ICI Holdings (UK), a private unlimited
company incorporated under the laws of England and Wales, or any other Wholly
Owned Restricted Subsidiary of the Company that complies with all covenants
applicable to Holdings U.K. under the Indenture.

     "Huntsman Affiliate" means Huntsman Corporation or any of its Affiliates
(other than Holdings and its Subsidiaries).

     "ICI Affiliate" means ICI or any Affiliate of ICI.

     "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or nor incurred at the date of this
Indenture and whether or not contingent, without duplication:

          (1)    in respect of borrowed money (including all obligations in
     respect thereof);

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

          (3)    in respect of banker's acceptances;

          (4)    representing Capital Lease Obligations;

          (5)    in respect of the balance deferred and unpaid of the purchase
     price of any property, except any such balance that constitutes an accrued
     expense or trade payable arising in the ordinary course of business;

          (6)    all Disqualified Stock issued by such Person with the amount of
     Indebtedness represented by such Disqualified Stock being equal to the
     greater of its

                                      13
<PAGE>

     voluntary or involuntary liquidation preference and its maximum fixed
     repurchase price, but excluding accrued dividends, if any. For purposes
     hereof, the "maximum fixed repurchase price" of any Disqualified Stock
     which does not have a fixed repurchase price shall be calculated in
     accordance with the terms of such Disqualified Stock as if such
     Disqualified Stock were purchased on any date on which Indebtedness shall
     be required to be determined pursuant to this Indenture, and if such price
     is based upon, or measured by, the fair market value of such Disqualified
     Stock, such fair market value shall be determined reasonably and in good
     faith by the Board of the issuer of such Disqualified Stock; or

          (7)    representing the notional amount of any Hedging Obligations,

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

     Notwithstanding the foregoing, "Indebtedness" shall not include (x)
advances paid in the ordinary course of business by customers for services or
products to be provided or delivered in the future, (y) deferred taxes or (z)
unsecured indebtedness of the Company and/or its Restricted Subsidiaries
incurred to finance insurance premiums in a principal amount not in excess of
the insurance premiums to be paid by the Company and/or its Restricted
Subsidiaries for a three year period beginning on the date of any incurrence of
such indebtedness.

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

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

          (2)    the principal amount thereof, together with any interest
     thereon that is more than 30 days past due, in the case of any other
     Indebtedness.

     "Indenture" means this Amended and Restated Indenture, as further amended
or supplemented from time to time.

     "Independent Financial Advisor" means a firm (i) which does not, and whose
directors, officers and employees or Affiliates do not, have a direct or
indirect financial interest in the Company and (ii) which, in the judgment of
the Board of the Company, is otherwise independent and qualified to perform the
task for which it is to be engaged.

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

                                      14
<PAGE>

through a Participant.

     "Initial Holder" means ICI Finance Plc.

     "Initial Public Offering" means an initial public offering of the common
equity of the Company; provided, however, that the sale of Capital Stock of the
Company pursuant to the Subscription Agreement shall not constitute an Initial
Public Offering.

     "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 that is not also a QIB.

     "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Notes.

     "Investments" means, with respect to any Person, any direct or indirect
loan or other extension of credit (including, without limitation, a guarantee)
or capital contribution to (by means of any transfer of cash or other property
to another Person, including an Affiliate, or any payment for property or
services for the account or use of another Person but excluding commissions,
travel and similar advances to officers and employees made in the ordinary
course of business), or any purchase or acquisition by such Person of any
Capital Stock, bonds, notes, debentures or other securities or evidences of
Indebtedness issued by, any Person together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
"Investment" shall exclude extensions of trade credit by the Company and its
Restricted Subsidiaries on commercially reasonable terms in accordance with
normal trade practices of the Company or such Restricted Subsidiary, as the case
may be.

     "Issue Date" means June 30, 1999.

     "Issue Price" means the aggregate issue price of the Notes, which equals
$265,300,000.

     "Issuer" has the meaning assigned to it in the preamble to this Indenture.

     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or Salt Lake City, Utah 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 Issuer and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

     "LLC Agreement" means the Amended and Restated Limited Liability Company
Agreement dated as of June 30, 1999 of the Company.

                                      15
<PAGE>

     "Lien" means any lien, mortgage, deed of trust, pledge, security interest,
charge or encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof and any agreement to give
any security interest), but not including any interest in accounts receivable
and related assets conveyed by the Company or any of its Subsidiaries in
connection with any Qualified Securitization Transaction.

     "LPC" means Louisiana Pigment Company L.P.

     "Members Agreement" means the Members Agreement, dated as of June 30, 1999,
by and among the Company, Huntsman Specialty Chemicals Corporation, BT Capital
Investors, L.P., Chase Equity Associates, L.P. and The Goldman Sachs Group, Inc.

     "Moody's" means Moody's Investors Service, Inc. or any successor to the
rating agency business thereof.

     "Net Proceeds" means, with respect to any Asset Sale, the proceeds in the
form of cash, Cash Equivalents or Foreign Cash Equivalents including payments in
respect of deferred payment obligations when received in the form of cash, Cash
Equivalents or Foreign Cash Equivalents (other than the portion of any such
deferred payment constituting interest) received by the Company or any of its
Restricted Subsidiaries from such Asset Sale (including, without limitation, any
cash received upon the sale or other disposition of any non-cash consideration
received in any Asset Sale) net of (a) all out-of-pocket expenses and fees
relating to such Asset Sale (including, without limitation, legal, accounting
and investment banking fees and sales commissions), (b) taxes paid or payable
after taking into account any reduction in consolidated tax liability due to
available tax credits or deductions and any tax sharing arrangements, including
any taxes to be paid by the Company or any of its Subsidiaries upon the
repatriation of such cash proceeds to the United States upon consummation of a
Foreign Subsidiary Asset Sale and involving any amounts distributed in respect
of owners', partners' or members' tax liabilities resulting from or in respect
of such sale, (c) repayment of Indebtedness that is required to be repaid in
connection with such Asset Sale, (d) the decrease in proceeds from
securitization transactions which results from such Asset Sale and (e)
appropriate amounts to be provided by the Company or any Restricted Subsidiary,
as the case may be, as a reserve, in accordance with GAAP, against any
liabilities associated with such Asset Sale and retained by the Company or any
Restricted Subsidiary, as the case may be, after such Asset Sale, including,
without limitation, pension and other post-employment benefit liabilities,
liabilities relied to environmental matters and liabilities under any
indemnification obligations associated with such Asset Sale.

     "Net Proceeds Offer Trigger Date" means, with respect to a particular Asset
Sale, the date which is the later of (i) 475 days following the receipt of the
Net Proceeds of such Asset Sale (or 10 days following such earlier date, if any,
as the Board of the Company or of such Restricted Subsidiary making such Asset
Sale determines not to apply all or any part of the Net Proceeds relating to
such Asset Sale as set forth in clauses (iii)(A), (iii)(B) or (iii)(C) of
Section 4.09(a)) and (ii) 10 days following the consummation by any Subsidiary
of the Company of an

                                      16
<PAGE>

offer to purchase (or other similar transaction) or redemption of any
Indebtedness of any Restricted Subsidiary, the purchase or redemption of which
would constitute the prepayment of Indebtedness of a Restricted Subsidiary under
clause (iii)(A) or (iii)(C) of Section 4.09(a); provided, however, that
notwithstanding anything to the contrary herein, neither the Company nor any
Restricted Subsidiary shall make any investment pursuant to Section
4.09(a)(iii)(B) more than 365 days following the receipt of the Net Proceeds of
such Asset Sale.

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

     "Notes" has the meaning assigned to it in the preamble to this Indenture
and shall include the Notes issued on the Issue Date and any Additional Notes
issued pursuant to Section 2.02.

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

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

     "Officers' Certificate" means a certificate signed on behalf of the Company
by two Officers of the Company one of whom must be the principal executive
officer, the chief financial officer or the treasurer of the Company, that meets
the requirements of Section 11.05.

     "Operating Agreement" means the Amended and Restated Limited Liability
Company Agreement, dated as of June 30, 1999, of the Company.

     "Operating Company" means Huntsman ICI Chemicals LLC, a Delaware limited
liability company, or its successors or assigns.

     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 11.05.  The
counsel may be an employee of or counsel to the Issuer, any Subsidiary of the
Issuer or the Trustee.

     "Overdraft Facility" means one or more overdraft line or similar extension
of credit incurred in the ordinary course of business in connection with cash
management activities.

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

     "Paying Agent" has the meaning provided in Section 2.03, except that,
during the continuance of a Default or Event of Default or Event of Default and
for the purposes of Articles

                                      17
<PAGE>

Three and Eight and Sections 4.09 and 4.13, the Paying Agent shall not be the
Company or any Affiliate of the Company.

     "Permitted Investments" means any Investment by the Company in a Wholly
Owned Restricted Subsidiary of the Company.

     "Permitted Liens" means:

          (1)    Liens on the assets of the Company securing Indebtedness,
     Buyout Indebtedness and other Obligations under clause (1) of Section 4.08;

          (2)    Liens incurred pursuant to any of the Transaction Documents;

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

          (4)    statutory and common law Liens of landlords and carriers,
     warehousemen, mechanics, suppliers, materialmen, repairmen or other similar
     Liens arising in the ordinary course of business and with respect to
     amounts not yet delinquent or being contested in good faith by appropriate
     legal proceedings promptly instituted and diligently conducted and for
     which a reserve or other appropriate provision, if any, as shall be
     required in conformity with GAAP shall have been made;

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

          (6)    Liens incurred or deposits made to secure the performance of
     leases, statutory or regulatory obligation, bankers' acceptance, surety and
     appeal bonds and other obligations of a similar nature incurred in the
     ordinary course of business (exclusive of obligations for the payment of
     borrowed money);

          (7)    Liens arising from the rendering of a final judgment or order
     against the Company that does not give rise to an Event of Default;

          (8)    Liens in favor of the Trustee arising under the provisions in
     this Indenture under Section 7.07 and in favor of the Senior Notes Trustee
     arising under the provisions of the Senior Note Indenture;

          (9)    Liens in favor of the Trustee for its benefit and the benefit
     of the Holders, as their respective interests appear; and

                                      18
<PAGE>

          (10)   Liens in favor of the Senior Notes Trustee for its benefit and
     the benefit of the holders of the Senior Notes, as their respective
     interests appear.

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

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

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

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

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

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

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

     "Put/Call Transaction" means a Buyout Transaction with respect to Buyout
Interests pursuant to Clause 10.1 of the LLC Agreement.

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

                                      19
<PAGE>

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

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

     "Registrar" has the meaning provided in Section 2.03.

     "Registration Rights Agreement" means the Exchange and Registration Rights
Agreement dated as of even date herewith among the Issuer and ICI Finance Plc.
with respect to the Notes or any superseding agreement entered into pursuant to
the terms thereof.

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

     "Regulation S Global Note" means a global Note bearing the Private
Placement Legend and deposited with or on behalf of the Depositary and
registered in the name of the Depositary or its nominee, issued in an initial
denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.

     "Related Business" means assets (including assets of a referent Person
owned directly or indirectly through ownership of Capital Stock) of a kind used
or useful in the business of the Company and its Subsidiaries as existing on the
Issue Date or in a business reasonably related thereto.

     "Replacement Assets" means properties and assets (including Capital Stock
of any entity) that replace the properties and assets that were the subject of
an Asset Sale or properties and assets (including Capital Stock of any entity)
that will be used in the business of the Company and its Subsidiaries as
existing on the Issue Date or in businesses reasonably related thereto.

     "Representative" means the indenture trustee or other trustee, agent or
representative in respect of any Designated Senior Debt; provided that if, and
for so long as, any Designated Senior Debt lacks such a representative, then the
Representative for such Designated Senior Debt shall at all times constitute the
holders of a majority in outstanding principal amount of such Designated Senior
Debt in respect of any Designated Senior Debt.

                                      20
<PAGE>

     "Reset Accretion Rate" has the meaning provided for in Section 2.13.

     "Reset Determination Date" means the date of determination of the Reset
Accretion Rate by the Calculation Agent, the Firms or Final Firm, as the case
may be, pursuant to Section 2.13; provided, however, that if such determination
is made prior to the Reset Date, then the Reset Determination Date shall be
deemed to be the same as the Reset Date.

     "Reset Date" means September 30, 2004.

     "Reset Note Price" shall be the Accreted Value of the Old Notes on the
Reset Determination Date.

     "Reset Notes" means one or more notes in the form of Exhibit A hereto due
December 31, 2009, dated the Reset Determination Date and in an aggregate
principal amount at maturity equal to the future value on December 31, 2009 of
the aggregate Reset Note Price which shall have been amortized through such
date, such amount to be so amortized on a daily basis and compounded semi-
annually on each January 1 and July 1 at the Reset Accretion Rate from the Reset
Determination Date, until December 31, 2009 computed on the basis of a 360-day
year of twelve 30-day months.

     "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) with direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

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

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

     "Restricted Subsidiary" means with respect to any Person, any Subsidiary of
the referent Person that is not an Unrestricted Subsidiary.

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

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

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

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

     "S&P" means Standard & Poor's Ratings Service, a division of the McGraw-
Hill

                                      21
<PAGE>

Companies, Inc. or any successor to the rating agency business thereof.

     "Sale and Leaseback Transaction" means any direct or indirect arrangement
with any Person or to which any such Person is a party, providing for the
leasing to the Company or a Restricted Subsidiary of any property, whether owned
by the Company or any Restricted Subsidiary at the Issue Date or later acquired,
which has been or is to be sold or transferred by the Company or such Restricted
Subsidiary to such Person or to any other Person from whom funds have been or
are to be advanced by such Person on the security of such property.

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

     "Securitization Entity" means a wholly owned Subsidiary of the Company (or
another Person in which the Company or any Subsidiary of the Company makes an
Investment and to which the Company or any Subsidiary of the Company transfers
accounts receivable or equipment and related assets) which engages in no
activities other than in connection with the financing of accounts receivable or
equipment and which is designated by the Board of the Company (as provided
below) as a Securitization Entity (a) no portion of the Indebtedness or any
other Obligations (contingent or otherwise) of which (i) is guaranteed by the
Company or any Subsidiary of the Company other than the Securitization Entity
(excluding guarantees of Obligations (other than the principal of, and interest
on, Indebtedness)) pursuant to Standard Securitization Undertakings, (ii) is
recourse to or obligates the Company or any Subsidiary of the Company in any way
other than pursuant to Standard Securitization Undertakings or (iii) subjects
any property or asset of the Company or any Subsidiary of the Company other than
the Securitization Entity, directly or indirectly, contingently or otherwise, to
the satisfaction thereof, other than pursuant to Standard Securitization
Undertakings and other than any interest in the accounts receivable or equipment
and related assets being financed (whether in the form of an equity interest in
such assets or subordinated Indebtedness payable primarily from such financial
assets) retained or acquired by the Company or any Subsidiary of the Company,
(b) with which neither the Company nor any Subsidiary of the Company has any
material contract, agreement, arrangement or understanding other than on terms
no less favorable to the Company or such Subsidiary than those that might be
obtained at the time from Persons that are not Affiliates of the Company, other
than fees payable in the ordinary course of business in connection with
servicing receivables of such entity, and (c) to which neither the Company nor
any Subsidiary of the Company has any obligation to maintain or preserve such
entity's financial condition or cause such entity to achieve certain levels of
operating results. Any such designation by the Board of the Company shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the
resolution of the Board of the Company giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing conditions.

     "Senior Debt" means the principal of, premium, if any, and interest
(including any interest accruing subsequent to the filing of a petition of
bankruptcy at the rate provided for in the documentation with respect thereto,
whether or not such interest is an allowed claim under applicable law) on any
Indebtedness of the Company, whether outstanding on the Issue Date or thereafter
created, incurred or assumed, unless, in the case of any particular
Indebtedness, the

                                      22
<PAGE>

instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Indebtedness shall not be senior in
right of payment to the Notes. Without limiting the generality of the foregoing,
"Senior Debt" shall also include the principal of, premium, if any, interest
(including any interest accruing subsequent to the filing of a petition of
bankruptcy at the rate provided for in the documentation with respect thereto,
whether or not such interest is an allowed claim under applicable law) on, and
all other amounts owing in respect of, (x) all monetary obligations of every
nature of the Company under the Credit Facilities, including, without
limitation, obligations to pay principal and interest, reimbursement obligations
under letters of credit, fees, expenses and indemnities, and (y) all Hedging
Obligations, in each case whether outstanding on the Issue Date or thereafter
incurred. Notwithstanding the foregoing, "Senior Debt" shall not include (i) any
Indebtedness of the Company to a Restricted Subsidiary of the Company or any
Affiliate of the Company or any of such Affiliate's Subsidiaries, (ii)
Indebtedness to, or guaranteed on behalf of, any shareholder, director, officer
or employee of the Company or any Subsidiary of the Company (including, without
limitation, amounts owed for compensation), (iii) Indebtedness to trade
creditors and other amounts owed to suppliers in connection with obtaining
goods, materials or services, (iv) Indebtedness represented by Disqualified
Stock, (v) any liability for federal, state, local or other taxes owed or owing
by the Company, (vi) Indebtedness to the extent incurred in violation of the
Indenture provisions set forth under Section 4.12, (vii) Indebtedness which,
when incurred and without respect to any election under Section 1111(b) of Title
11, United States Code, is without recourse to the Company and (viii) any
Indebtedness which is, by its express terms, subordinated in right of payment to
any other Indebtedness of the Company.

     "Senior Notes" means the 13.375% Senior Discount Notes due 2009 of the
Company and any notes issued in exchange therefor as permitted by, or
contemplated under, the purchase agreement or the indenture governing the Senior
Notes.

     "Senior Notes Indenture" means the Indenture dated June 30, 1999 by and
between the Company and the Trustee relating to the Senior Notes, as amended or
restated from time to time.

     "Senior Notes Trustee" means Bank One, N.A. or its successor as trustee
under the Senior Notes Indenture.

     "Significant Subsidiary" means any Restricted Subsidiary of the Company
which is a "Significant Subsidiary" as defined in Rule 1-02(w) of Regulation S-X
under the Exchange Act.

     "Standard Securitization Undertakings" means representations, warranties,
covenants and indemnities entered into by the Company or any Subsidiary of the
Company which are reasonably customary in an accounts receivable securitization
transaction.

     "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the documentation governing
such Indebtedness on the Issue Date, or, if none, the original documentation
governing such Indebtedness, and shall not include any contingent

                                      23
<PAGE>

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

     "Subordinated Indebtedness" means Indebtedness of the Operating Company
which is expressly subordinated in right of payment to its 10.125% Senior
Subordinated Notes due 2009 or any notes exchanged therefor.

     "Subsidiary" means, with respect to any Person:

          (1)    any corporation, association or other business entity of which
     at least 50% of the total voting power of shares of Capital Stock entitled
     (without regard to the occurrence of any contingency) to vote in the
     election of directors, managers or trustees thereof is at the time owned or
     controlled, directly or indirectly, by such Person or one or more of the
     other Subsidiaries of that Person (or a combination thereof) and, in the
     case of any such entity of which 50% of the total voting power of shares of
     Capital Stock is so owned or controlled by such Person or one or more of
     the other Subsidiaries of such Person, such Person and its Subsidiaries
     also have the right to control the management of such entity pursuant to
     contract or otherwise; and

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

     "Subscription Agreement" means the Subscription Agreement, dated as of June
3, 1999, by and among the Company, BT Capital Investors, L.P., Chase Equity
Associates, L.P. and The Goldman Sachs Group, Inc.

     "tax" shall mean any tax, duty, levy, impost, assessment or other
governmental charge (including penalties, interest and any other liabilities
related thereto).

     "Tax Sharing Agreement" means the tax sharing arrangements contained in the
Operating Agreement.

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb)
as in effect on the date on which this Indenture is qualified under the TIA;
provided, however, that in the event the Trust Indenture Act of 1939 is amended
after such date, then "TIA" means, to the extent required by such amendment, the
Trust Indenture Act of 1939 as so amended.

     "TGL" means Tioxide Group Limited, or any other Wholly Owned Restricted
Subsidiary of the Company that complies with all covenants applicable to TGL
under this Indenture.

     "Transaction Agreements" means the Contribution Agreement, the Members
Agreement, the Operating Agreement, the Subscription Agreement and the Tax
Sharing Agreement and any

                                      24
<PAGE>

agreement, document, instrument or certificate executed or delivered pursuant to
the terms thereof.

     "Treasury Rate" means, with respect to any redemption date for the Notes
(i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly 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," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the applicable maturity date, yields for the
two published maturities most closely corresponding to the Comparable Treasury
Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from such yields on a straight line basis, rounding to the nearest
month) or (ii) if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain such yields,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.  The Treasury Rate shall be
calculated on the third Business Day preceding the redemption date.

     "Trustee" means Bank One, N.A., until a successor replaces Bank One, N.A.
in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

     "Unrestricted Definitive Note" means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend.

     "Unrestricted Global Note" means a permanent global Note substantially in
the form of Exhibit A attached hereto that bears the Global Note Legend and that
has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

     "Unrestricted Subsidiary" of any Person means (i) any Subsidiary of such
Person that at the time of determination shall be or continue to be designated
an Unrestricted Subsidiary in the manner provided below and (ii) any Subsidiary
of an Unrestricted Subsidiary.  The Board may designate any Subsidiary
(including any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds
any Lien on any property of, the Company or any other Subsidiary of the Company
that is not a Subsidiary of the Subsidiary to be so designated; provided that
(x) the Company certifies to the Trustee that such designation complies with
Section 4.07 and (y) each Subsidiary to be so designated and each of its
Subsidiaries has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness pursuant to which the lender
has recourse to any of the assets of the

                                      25
<PAGE>

Company or any of its Restricted Subsidiaries. The Board of the Company may
designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (x)
immediately after giving effect to such designation, the Company is able to
incur at least $1.00 of additional Indebtedness (other than Permitted Debt) in
compliance with Section 4.08 and (y) immediately before and immediately after
giving effect to such designation, no Default or Event of Default shall have
occurred and be continuing. Any such designation by the Board of the Company
shall be evidenced to the Trustee by promptly filing with the Trustee a copy of
the Board Resolution giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
provisions.

     "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of 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.

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

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

     "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of such
Person or other similar governing body of such Person.

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

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

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

     "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person where all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person and/or by one or more Wholly Owned Restricted
Subsidiaries of such Person; provided, however, that each of TGL and Holdings
U.K. shall be deemed to Wholly Owned Restricted Subsidiaries.

                                      26
<PAGE>

Section 1.02    Other Definitions

                                      Defined in
Term                                  Section
----                                  -------
"Affiliate Transaction..............  4.10
"Authentication Order"..............  2.02
"Change of Control Offer"...........  4.13
"Change of Control Payment".........  4.13
"Change of Control Payment Date"....  4.13
"Change of Control Purchase Price"..  4.13
"Covenant Defeasance"...............  8.01
"Default Amount"....................  6.02
"DTC"...............................  2.03
"Event of Default"..................  6.01
"Legal Defeasance"..................  8.01
"Net Proceeds Offer"................  4.09
"Net Proceeds Offer Amount".........  4.09
"Net Proceeds Offer Trigger Date"...  4.09
"Old Notes".........................  2.13
"Paying Agent"......................  2.03
"Permitted Debt"....................  4.08
"Registrar".........................  2.03
"Restricted Payments"...............  4.07

Section 1.03     Incorporation by Reference of Trust Indenture Act

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

     The following TIA terms used in this Indenture have the following meanings:

          "indenture securities" means the Notes;

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

          "indenture to be qualified" means this Indenture;

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

          "obligor" on the Notes means the Issuer and any successor obligor upon
     the Notes.

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

                                      27
<PAGE>

Section 1.04     Rules of Construction

     Unless the context otherwise requires:

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

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

     (c)         "or" is not exclusive;

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

     (e)         provisions apply to successive events and transactions;

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

     (g)         references to any statute, law, rule or regulation shall be
deemed to refer to the same as from time to time amended and in effect and to
any successor statute, law, rule or regulation;

     (h)         references to any contract, agreement or instrument shall mean
the same as amended, modified, supplemented or amended and restated from time to
time, in each case, in accordance with any applicable restrictions contained in
this Indenture; and

     (i)         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.

                                      28
<PAGE>

                                  ARTICLE II
                                   THE NOTES


Section 2.01     Form and Dating.

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

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

           (b)   Global Notes. Notes issued in global form shall be
substantially in the form of Exhibit A attached hereto (including the Global
Note Legend thereon and the "Schedule of Exchanges of Interests in the Global
Note" attached thereto). Notes issued in definitive form shall be substantially
in the form of Exhibit A attached hereto (but without the Global Note Legend
thereon and without the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Each Global Note shall represent such of the outstanding
Notes as shall be specified therein and each shall provide that it shall
represent the aggregate amount of outstanding Notes from time to time endorsed
thereon and that the aggregate 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 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 2.06.

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

Section 2.02     Execution and Authentication.

           Two Officers shall sign the Notes for the Issuer by manual or
facsimile signature.

           If an Officer whose signature is on a Note no longer holds that
office at the time a Note is

                                      29
<PAGE>

authenticated, the Note shall nevertheless be valid.

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

     The Trustee shall, upon a written order of the Issuer signed by an Officer
(an "Authentication Order"), authenticate (i) Notes for original issue in the
aggregate principal amount at maturity of $604,557,000 or (ii) following the
Reset Determination Date, Reset Notes for original issue in the aggregate
principal amount at maturity of the Reset Notes as determined in accordance with
Section 2.13.  The aggregate principal amount at maturity of Notes or Reset
Notes, as the case may be, outstanding at any time may not exceed such amount
except as provided in Section 2.07 and except for Notes issued in respect of
Additional Interest in accordance with the Registration Rights Agreement.

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

Section 2.03     Registrar and Paying Agent.

     The Issuer shall maintain an office or agency where Notes may be presented
for registration of transfer or for exchange ("Registrar") and an office or
agency where Notes may be presented for payment ("Paying Agent").  The Registrar
shall keep a register of the Notes and of their transfer and exchange.  The
Issuer 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 Issuer may change any Paying
Agent or Registrar without notice to any Holder.  The Issuer shall notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture.  If the Issuer fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such.  The Issuer or any of
its Subsidiaries may act as Paying Agent or Registrar.

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

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

Section 2.04     Paying Agent to Hold Money in Trust.

     The Issuer 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 Accreted
Value, premium, if any, or interest, if any on the Notes, and shall notify the
Trustee of any default by the Issuer in making any such payment.

                                      30
<PAGE>

While any such default continues, the Trustee may require a Paying Agent to pay
all money held by it to the Trustee. The Issuer 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 Issuer or a Subsidiary) shall have
no further liability for the money. If the Issuer 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 Issuer, the Trustee shall serve as
Paying Agent for the Notes.

Section 2.05     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 (S) 312(a).  If the Trustee is
not the Registrar, the Issuer 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 as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Issuer shall otherwise comply with TIA (S) 312(a).

Section 2.06     Transfer and Exchange.

     (a)   Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes shall be exchanged
by the Company for Definitive Notes if:

           (i)   the Issuer 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 Issuer within 120 days after the date of such
                 notice from the Depositary; or

           (ii)  the Issuer in its sole discretion determines that the Global
                 Notes (in whole but not in part) should be exchanged for
                 Definitive Notes and delivers a written notice to such effect
                 to the Trustee; or

           (iii) there shall have occurred and be continuing a Default or Event
                 of Default with respect to the Notes.

     Upon the occurrence of any of the preceding events in (i), (ii) or (iii)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.07 and 2.10. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10, shall be authenticated
and delivered in the form of, and shall be, a Global Note. A Global Note may not
be exchanged for

                                      31
<PAGE>

another Note other than as provided in this Section 2.06(a); however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f).

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

           (i)   Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend. Beneficial
     interests in any Unrestricted Global Note may be transferred to Persons who
     take delivery thereof in the form of a beneficial interest in an
     Unrestricted Global Note. No written orders or instructions shall be
     required to be delivered to the Registrar to effect the transfers described
     in this Section 2.06(b)(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 2.06(b)(i) above, the transferor
     of such beneficial interest must deliver to the Registrar either:

                      (A) (1) a written order from a Participant or an Indirect
     Participant given to the Depositary in accordance with the Applicable
     Procedures directing the Depositary to credit or cause to be credited a
     beneficial interest in another Global Note in an amount equal to the
     beneficial interest to be transferred or exchanged; and

                      (A) (2) instructions given in accordance with the
     Applicable Procedures containing information regarding the Participant
     account to be credited with such increase; or

                      (B) (1) a written order from a Participant or an Indirect
     Participant given to the Depositary in accordance with the Applicable
     Procedures directing the Depositary to cause to be issued a Definitive Note
     in an amount equal to the beneficial interest to be transferred or
     exchanged; and

                      (B) (2) instructions given by the Depositary to the
     Registrar containing information regarding the Person in whose name such
     Definitive Note shall be registered to effect the transfer or exchange
     referred to in (1) above.

     Upon consummation of an Exchange Offer by the Issuer in accordance with
     Section 2.06(f), the requirements of this Section 2.06(b)(ii) shall be
     deemed to have been satisfied

                                      32
<PAGE>

     upon receipt by the Registrar of the instructions contained in the Letter
     of Transmittal delivered by the holder of such beneficial interests in the
     Restricted Global Notes. Upon satisfaction of all of the requirements for
     transfer or exchange of beneficial interests in Global Notes contained in
     this Indenture and the Notes or otherwise applicable under the Securities
     Act, the Trustee shall adjust the principal amount of the relevant Global
     Note(s) pursuant to Section 2.06(h).

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

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

                   (B) if the transferee will take delivery in the form of a
     beneficial interest in the 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.

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

                   (A) such exchange or transfer is effected pursuant to the
     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 (1) a broker-dealer, (2) a
     Person participating in the distribution of the Exchange Notes or (3) a
     Person who is an affiliate (as defined in Rule 144) of the Issuer;

                   (B) such transfer is effected pursuant to an effective
     registration statement in accordance with the Registration Rights
     Agreement; or

                   (C) the Registrar receives the following:

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

                                      33
<PAGE>

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

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

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

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

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

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

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

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

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

                                      34
<PAGE>

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

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

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

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

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

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

                   (A)  such exchange or transfer is effected pursuant to the
     Exchange Offer in accordance with the Registration Rights Agreement and the
     holder of such beneficial interest, in the case of an exchange, or the
     transferee, in the case of a transfer, certifies in the applicable Letter
     of Transmittal that it is not (1) a broker-dealer, (2) a Person
     participating in the distribution of the Exchange Notes or (3) a Person who
     is an affiliate (as defined in Rule 144) of the Issuer;

                                      35
<PAGE>

                   (B)  such transfer is effected pursuant to an effective
    registration statement in accordance with the Registration Rights Agreement;
    or

                   (C)  the Registrar receives the following:

                   (1)  if the holder of such beneficial interest in a
    Restricted Global Note proposes to exchange such beneficial interest for a
    Definitive Note that does not bear the Private Placement Legend, a
    certificate from such holder in the form of Exhibit C hereto, including the
    certifications in item (1)(b) thereof; or

                   (2)  if the holder of such beneficial interest in a
    Restricted Global Note proposes to transfer such beneficial interest to a
    Person who shall take delivery thereof in the form of a Definitive Note that
    does not bear the Private Placement Legend, a certificate from such holder
    in the form of Exhibit B hereto, including the certifications in item (4)
    thereof;

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

        (iii)  Beneficial Interests in Unrestricted Global Notes to Unrestricted
    Definitive Notes. If any holder of a beneficial interest in an Unrestricted
    Global Note proposes to exchange such beneficial interest for a Definitive
    Note or to transfer such beneficial interest to a Person who takes delivery
    thereof in the form of a Definitive Note, then, upon satisfaction of the
    conditions set forth in Section 2.06(b)(ii), the Trustee shall cause the
    aggregate principal amount of the applicable Global Note to be reduced
    accordingly pursuant to Section 2.06(h), and the Issuer 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 pursuant to
    this Section 2.06(c)(iii) shall be registered in such name or names and in
    such authorized denomination or denominations as the holder of such
    beneficial interest shall instruct the Registrar through instructions from
    the Depositary and the Participant or Indirect Participant. The Trustee
    shall deliver such 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 2.06(c)(iii) shall not bear the Private
    Placement Legend.

                                      36
<PAGE>

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

        (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 Note to a Person who takes delivery
     thereof in the form of a beneficial interest in a Restricted Global Note,
     then, upon receipt by the Registrar of the following documentation:

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

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

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

                   (D)  if such Restricted Definitive Note 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;

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

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

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

                                      37
<PAGE>

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

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

                   (A) such exchange or transfer is effected pursuant to the
    Exchange Offer in accordance with the Registration Rights Agreement and the
    Holder, in the case of an exchange, or the transferee, in the case of a
    transfer, certifies in the applicable Letter of Transmittal that it is not
    (1) a broker-dealer, (2) a Person participating in the distribution of the
    Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144)
    of the Issuer;

                   (B) such transfer is effected pursuant to an effective
    registration statement in accordance with the Registration Rights
    Agreement; or

                   (C) the Registrar receives the following:

                   (1) 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

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

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

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

                                      38
<PAGE>

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

               If any such exchange or transfer from a Definitive Note to a
     beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(C)
     or (iii) above at a time when an Unrestricted Global Note has not yet been
     issued, the Issuer shall issue and, upon receipt of an Authentication Order
     in accordance with Section 2.02, 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 2.06(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
2.06(e).

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

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

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

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

                                      39
<PAGE>

     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:

                   (A)  such exchange or transfer is effected pursuant to the
     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
     (1) a broker-dealer, (2) a Person participating in the distribution of the
     Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144)
     of the Issuer;

                   (B)  any such transfer is effected pursuant to an
     registration statement in accordance with the Registration Rights
     Agreement; or

                   (C)  the Registrar receives the following:

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

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

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

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

     (f)   Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Issuer shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more

                                      40
<PAGE>

     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 (x) they are not broker-dealers, (y) they are not
     participating in a distribution of the Exchange Notes and (z) they are not
     affiliates (as defined in Rule 144) of the Issuer, and accepted for
     exchange in the Exchange Offer and (ii) Definitive Notes in an aggregate
     principal amount equal to the principal amount of the Restricted Definitive
     Notes accepted for exchange in the Exchange Offer. 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 Issuer shall execute and the Trustee shall authenticate and deliver
     to the Persons designated by the Holders of Definitive Notes so accepted
     Definitive Notes in the appropriate principal amount.

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

               (i)  Private Placement Legend.

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

               "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
               UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND
               MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
               (A)(1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A
               QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
               UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR
               THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER IN A
               TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN
               OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF
               REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL
               ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
               REQUIREMENTS OF THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION
               FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
               THEREUNDER (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN
               ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF
               THE UNITED STATES AND OTHER JURISDICTIONS."

                                      41
<PAGE>

        (ii)   Reset Legend. Each Old Note shall bear an additional legend in
     substantially the following form:

               "EXCEPT AS OTHERWISE AGREED UPON IN WRITING BY THE COMPANY, THE
               NOTES EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR
               OTHERWISE TRANSFERRED BY THE INITIAL HOLDER OF THE NOTES PRIOR TO
               THE RESET DATE (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE).
               FOLLOWING THE CONSUMMATION OF ANY TRANSFER OF THIS NOTE PRIOR TO
               THE RESET DATE TO WHICH THE COMPANY AGREED IN WRITING, THIS
               RESTRICTIVE LEGEND SHALL NOT APPLY TO THE TRANSFEREE AND SHALL BE
               OF NO FURTHER FORCE OR EFFECT."

               "FROM AND AFTER THE RESET DATE (AS DEFINED IN THE AGREEMENT
               GOVERNING THIS NOTE), THIS NOTE SHALL BECOME NULL AND VOID AND
               THE COMPANY SHALL HAVE NO OBLIGATION WITH RESPECT HERETO, OTHER
               THAN THE OBLIGATION TO EXECUTE AND DELIVER THE RESET NOTE IN
               EXCHANGE FOR THIS NOTE. BY ACCEPTANCE OF THIS NOTE, THE HOLDER
               CONSENTS TO THE EXCHANGE OF THIS NOTE FOR A RESET NOTE AND THE
               HOLDER ACKNOWLEDGES AND AGREES THAT (I) THE INTEREST RATE,
               ACCRETED VALUE AND/OR PRINCIPAL AMOUNT OF THE RESET NOTE MAY BE
               LESS THAN THE INTEREST RATE, ACCRETED VALUE AND/OR PRINCIPAL
               AMOUNT OF THIS NOTE AND (II) NO ADDITIONAL CONSIDERATION SHALL BE
               PAYABLE BY THE COMPANY IN RESPECT OF THE EXCHANGE OF THE RESET
               NOTE FOR THIS NOTE."

                   (A) Notwithstanding the foregoing, any Global Note or
     Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(ii),
     (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.06
     (and all Notes issued in exchange therefor or substitution thereof) shall
     not bear the Private Placement Legend.

        (iii)  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 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
               EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
               THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE

                                      42
<PAGE>

                 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 ISSUER."

        (h)    Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11. 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 Issuer shall execute and the Trustee shall authenticate
               Global Notes and Definitive Notes upon the Issuer'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 Issuer may require payment of a sum sufficient to cover any
               transfer tax or similar governmental charge payable in connection
               therewith (other than any such transfer taxes or similar
               governmental charge payable upon exchange or transfer pursuant to
               Sections 2.10, 3.06, 3.09, 4.09, 4.13 and 9.05).

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

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

                                      43
<PAGE>

              Definitive Notes surrendered upon such registration of transfer or
              exchange.

                   (v)    The Issuer shall not be required (A) to issue, to
              register the transfer of or to exchange any Notes during a period
              beginning at the opening of business 15 days before the day of any
              selection of Notes for redemption under Section 3.02 and ending at
              the close of business on the day of selection, (B) to register the
              transfer of or to exchange any Note so selected for redemption in
              whole or in part, except the unredeemed portion of any Note being
              redeemed in part or (C) to register the transfer of or to exchange
              a Note between a record date and the next succeeding Interest
              Payment Date.

                   (vi)   Prior to due presentment for the registration of a
              transfer of any Note, the Trustee, any Agent and the Issuer 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 on such
              Note and for all other purposes, whether or not such Note is
              overdue, and none of the Trustee, any Agent or the Issuer shall be
              affected by notice to the contrary.

                   (vii)  The Trustee shall authenticate Global Notes and
              Definitive Notes in accordance with the provisions of Section
              2.02.

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

Section 2.07  Replacement Notes.

     If any mutilated Note is surrendered to the Trustee or the Issuer and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Issuer 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 Issuer, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced.  The Issuer may charge for its expenses in replacing a Note.

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

                                      44
<PAGE>

Section 2.08     Outstanding Notes.

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

     If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note
surrendered for replacement), it ceases to be outstanding unless the Trustee
receives proof satisfactory to it that the replaced Note is held by a bona fide
purchaser.

     If the Paying Agent (other than the Issuer or a Subsidiary or an Affiliate
of the Issuer) 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 2.09     Treasury Notes.

     In determining whether the Holders of the required Accreted Value of Notes
have concurred in any direction, waiver or consent, Notes owned by the Issuer,
or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer, 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 knows are so owned shall be so
disregarded.

Section 2.10     Temporary Notes.

     Until certificates representing Notes are ready for delivery, the Issuer
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 Issuer considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee.  Without unreasonable delay, the Issuer shall prepare and the Trustee
shall authenticate Definitive Notes in exchange for temporary Notes.

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

Section 2.11     Cancellation.

     The Issuer 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, purchase or payment.
The Trustee, and no one else, shall cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall destroy canceled Notes.  Certification of the destruction of all canceled
Notes shall be delivered

                                      45
<PAGE>

to the Issuer. The Issuer may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.

Section 2.12     Defaulted Interest.

     If the Issuer defaults in a payment of interest 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 Issuer 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 Issuer  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 Issuer (or, upon
the written request of the Issuer, the Trustee in the name and at the expense of
the Issuer) 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 2.13     Exchange for Reset Notes.

     (a)    Notwithstanding anything herein to the contrary, on the Reset Date,
the accretion rate on the Notes will be reset to a rate (the "Reset Accretion
Rate"), which shall not exceed the maximum rate permitted by applicable law,
determined in accordance with the following:

            (i)    if as of the Reset Date (x) any U.S. dollar denominated
     10.125% Senior Subordinated Notes due 2009 of the Operating Company are
     outstanding (the "Operating Company Notes") and (y) the Issuer does not
     guarantee any Indebtedness (which guaranteed Indebtedness, if directly
     incurred or assumed by the Issuer, would be material to the Issuer) of any
     Person other than (1) any Indebtedness of the Operating Company or any of
     its Restricted Subsidiaries or (2) the principal amount of any
     Indebtedness, which principal amount also receives a guarantee from the
     Operating Company, then the Reset Accretion Rate shall equal the Base Rate
     plus 335 basis points. In order to determine the Base Rate, the Issuer
     shall cause an internationally recognized investment banking firm chosen by
     the Issuer (the "Calculation Agent") to:

                   (A)    obtain a quoted bid price of the Operating Company
            Notes (a "Bid Price") as of the close of business in the City of New
            York for each day of the Determination Period from each of two
            internationally recognized investment banking firms (one of which
            firms may be the Calculation Agent);

                   (B)    determine the yield to maturity for each Bid Price on
            each day during the Determination Period (each a "Yield to
            Maturity"); and

                   (C)    calculate the simple average of all Yields to Maturity
            during such Determination Period (the "Base Rate").

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<PAGE>

     The Determination Period shall mean the 30 Business Day period commencing
     on the thirty-fifth Business Day prior to the Reset Date; or

          (ii)   if (x) the conditions set forth in Section 2.13(a)(i)(x) or (y)
     are not satisfied as of the Reset Date or (y) the Calculation Agent is
     unable to obtain bid prices from two internationally recognized investment
     banking firms or is otherwise unable to establish the Base Rate, then the
     Reset Accretion Rate shall equal the rate that, if borne by the Notes
     commencing on the Reset Date, is reasonably likely to result in the market
     price of the Notes on the Reset Date (without giving effect to any discount
     for a new issue of securities) trading approximately in line with the
     Accreted Value of the Notes on such date.  The Reset Accretion Rate will be
     determined in the reasonable judgment of two internationally recognized
     independent investment banking firms chosen by the Issuer (each a "Firm")
     (without liability of the Firms to any Holder for any determination of the
     Reset Accretion Rate made in accordance with this Section 2.13), which
     Firms shall consider such factors customarily considered in making such
     determinations, including without limitation the following:

               (A)   relevant market interest rates and indices;

               (B)   market supply and demand for relevant debt securities for
          companies with levels of revenues and values of assets comparable to
          those of the Issuer and its Restricted Subsidiaries taken as a whole;

               (C)   current and forecasted financial condition and performance
          of the Issuer and its Restricted Subsidiaries taken as a whole;

               (D)   current ratings by nationally recognized statistical rating
          organizations of the debt securities issued by the Issuer or any of
          its Restricted Subsidiaries;

               (E)   trading performance and market prices of the debt
          securities issued by the Issuer or any of its Restricted Subsidiaries;
          and

               (F)   current and forecasted general economic and chemical
          industry conditions.

     (b)  Each Firm shall notify the other Firm and the Company of the rate that
it determined in accordance with Section 2.13(a)(ii) above (each a "Suggested
Rate").

          (i)  If the Suggested Rates differ by no more that 25 basis points,
     then the lower of the two Suggested Rates shall be the Reset Accretion Rate
     and the Firms shall be deemed to have agreed on such rate; and

          (ii) if (A) both Firms propose a Suggested Rate and (B) the Firms are
     neither

                                      47
<PAGE>

     able (after consultation) nor deemed (pursuant to Section 2.13(b)(i)) to
     agree on the Reset Accretion Rate on or before the fifth Business Day
     following the Reset Date, then the Firms shall jointly select a third
     internationally recognized independent investment banking firm (the "Final
     Firm"). As promptly as practicable, the Final Firm shall select one of the
     two Suggested Rates to be the Reset Accretion Rate (without liability of
     the Final Firm to any Holder for any determination of the Reset Accretion
     Rate made in accordance with this Section 2.13), which selection shall be
     made in accordance with the procedures and requirements for determining the
     Reset Accretion Rate set forth in Section 2.13(a)(ii).

     (c)   If in the reasonable judgment of both Firms, conditions affecting the
market for high yield debt securities generally are atypical and materially
adverse to issuers of such securities at the time at which a determination of
the Reset Accretion Rate is to be made under Section 2.13 (b) above (a "Delaying
Event"), then such Firms shall delay the determination of the Reset Accretion
Rate until, in the reasonable judgment of such Firms, such conditions are no
longer continuing; provided that such delay may not extend more than 30 days
following the Reset Date.

     (d)   If (i) the Reset Accretion Rate shall not have been established on or
prior to the Reset Date in accordance with Section 2.13(a) and (b) (including
due to the inability of any Firm to determine the Reset Accretion Rate) or (ii)
a Delaying Event shall have occurred and be continuing, then:

           (i)   from the Reset Date until the Reset Determination Date, the
     Notes shall accrete at a rate of 13% per annum, and

           (ii)  on the Reset Determination Date, the Accreted Value on the
     Notes shall be increased or decreased, as the case may be, from the then
     Accreted Value of the Notes by an amount equal to the excess or deficit, if
     any, of (x) the principal that would have accreted on the Notes at the
     Reset Accretion Rate between the Reset Date and the Reset Determination
     Date over (y) the principal actually accreted on the Notes between the
     Reset Date and the Reset Determination Date.

     (e)   If (i) the Reset Accretion Rate is not established on or before the
Reset Date and (ii) after the Reset Date but prior to Reset Determination Date,
the Issuer shall exercise an optional redemption of all or part of the Notes
pursuant to Section 3.07 hereof, then solely for the purpose of determining the
redemption price of the Notes to be redeemed during such period, the Accreted
Value of the redeemed Notes as of the date of such optional redemption shall be
increased from the then Accreted Value of the Notes by an amount equal to the
excess of (A) the principal that would have accreted on the Notes at a rate of
15% per annum between the Reset Date and the redemption date over (B) the
principal accreted on the Notes between the Reset Date and the redemption date.

     (f)   As promptly as practicable following the Reset Determination Date,

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<PAGE>

           (i)   the Calculation Agent, Firms or Final Firm, as the case may be,
     shall notify the Issuer and the Trustee of the Reset Accretion Rate;

           (ii)  the Issuer shall execute, and cause the Trustee to authenticate
     and deliver to the Holders or the Depository, the Reset Notes in exchange
     for the Notes outstanding immediately prior to Reset Determination Date
     (the "Old Notes"); and

           (iii) the Trustee shall notify all Holders and the Depositary of the
     occurrence of the determination of the Reset Accretion Rate and upon
     receipt of an Old Note from any Holder or the Depositary, the Trustee shall
     cancel such Old Note and shall deliver a Reset Note to such Holder or the
     Depositary in an appropriate principal amount at maturity in exchange
     therefor.

     (g)   From and after the Reset Determination Date, all references in this
Indenture to the term "Notes" shall be deemed to refer to the Reset Notes and
the Reset Notes shall be governed by and construed in accordance with this
Indenture.

     (h)   From and after Reset Determination Date, the Old Notes shall become
null and void, and the Issuer shall have no obligation with respect thereto,
other than the obligation to execute and deliver the Reset Notes in exchange
therefor.

     (i)   Upon issuance of the Reset Notes, the Accreted Value thereof shall be
determined as if they had been issued on the Reset Date.

     (j)   By acceptance of an Old Note, each Holder consents to the exchange of
Reset Notes for the Old Notes and such Holder acknowledges and agrees that (x)
the interest rate, Accreted Value and/or the principal amount of the Reset Notes
may be less than the interest rate, Accreted Value and/or principal amount of
the Old Notes and (y) no additional consideration shall be payable by the Issuer
in respect of any Old Note upon exchange for Reset Notes.

     (k)   No action taken by the Issuer pursuant to this Section 2.13 and no
difference between the aggregate principal amount of the Reset Notes and the Old
Notes shall be deemed to be a default under or to otherwise result in a breach
of, this Indenture.

     (l)   Contemporaneously with the issuance of the Reset Notes pursuant to
this Section 2.13, the Issuer and the Trustee may, without the approval of the
Holders, amend and restate this Indenture to delete references to the Old Notes
and to the exchange of Reset Notes for the Old Notes, so that this Indenture
reads as if the Reset Notes had been issued on the Issue Date.

                                      49
<PAGE>

                                  ARTICLE III
                           REDEMPTION AND PREPAYMENT

Section 3.01     Notices to Trustee.

     If the Issuer elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07, it shall furnish to the Trustee, at least 30 days
but not more than 60 days before a redemption date, an Officers' Certificate
from the Issuer setting forth (i) the clause of this Indenture pursuant to which
the redemption shall occur, (ii) the redemption date, (iii) the principal amount
of Notes to be redeemed and (iv) the redemption price.

Section 3.02     Selection of Notes to Be Redeemed.

     If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee shall select the Notes to be redeemed or
purchased among the Holders of the Notes in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, 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.

     The Trustee shall promptly notify the Issuer 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.

Section 3.03     Notice of Redemption.

     Subject to the provisions of Section 3.09, at least 30 days but not more
than 60 days before a redemption date, the Issuer shall mail or cause to be
mailed, by first class mail, a notice of redemption to each Holder whose Notes
are to be redeemed at its registered address.

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

     (a)     the redemption date;

     (b)     the redemption price;

     (c)     if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon
surrender of such Note, a new Note

                                      50
<PAGE>

or Notes in principal amount equal to the unredeemed portion shall be issued
upon cancellation of the original Note;

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

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

     (f)   that, unless the Issuer defaults in making such redemption payment,
Notes (or portions thereof) called for redemption shall cease to accrue interest
or cease to accrete value, as the case may be, on and after the redemption date;

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

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

     (i)   whether the redemption is conditioned upon the occurrence of any
events and a description of such conditions.

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

Section 3.04     Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.03 and
subject to any conditions set forth in such notice of redemption in accordance
with Section 3.03(i), Notes called for redemption shall become due and payable
on the redemption date at the redemption price stated in such notice.  Upon
surrender to the Paying Agent and upon expiration of any conditions set forth in
the notice of redemption in accordance with Section 3.03(i), such Notes shall be
paid at the redemption price stated in such notice.  Failure to give notice or
any defect in the notice to any Holder shall not affect the validity of the
notice to any other Holder.

Section 3.05     Deposit of Redemption Price.

     At or prior to 10:00 a.m., New York City time, on the redemption date, the
Issuer shall deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption price of and accrued interest on all Notes to be redeemed
on that date , other than Notes or portions of Notes called for redemption on
such date which have been delivered by the Issuer to the Trustee for
cancellation.  The Trustee or the Paying Agent shall promptly return to the
Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in
excess of the amounts necessary to pay the redemption price of, and accrued
interest on, all Notes to be redeemed.

                                      51
<PAGE>

     If the Issuer complies with the provisions of the preceding paragraph, on
and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption or such Notes (or portions thereof)
shall cease to accrete in value, as the case may be, and such Notes or portions
thereof shall be deemed not to be entitled to any benefit under this Indenture
except to receive payment of the redemption price on the redemption date.  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 shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date.

Section 3.06     Notes Redeemed in Part.

     Upon surrender of a Note that is redeemed in part, the Issuer shall issue
and, upon the Issuer's written request, the Trustee shall authenticate for the
Holder at the expense of the Issuer a new Note equal in Accreted Value to the
unredeemed portion of the Note surrendered.

Section 3.07    Optional Redemption.

     (a)    At any time on or prior to June 30, 2004, the Issuer shall have the
option to redeem the Notes, in whole or in part, at the option of the Issuer,
upon not less than 30 nor more than 60 days' notice, at a redemption price equal
to 100% of the Accreted Value as of the redemption date of the Notes to be
redeemed. From July 1, 2004 until (and including) the Reset Date, the Issuer
shall not have the option to redeem the Notes pursuant to this Section 3.07.
Thereafter, the Issuer shall have the option to redeem the Reset Notes, in whole
or in part, upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of the Accreted Value as of the
redemption date) set forth below if redeemed during the periods indicated below:

     Dates                                Percentages
     -----                                -----------
     October 1, 2004 - June 30, 2005      100 + (1/2 x Reset Accretion Rate)%
     July 1, 2005 - June 30, 2006         100 + (1/3 x Reset Accretion Rate)%
     July 1, 2006 - June 30, 2007         100 + (1/6 x Reset Accretion Rate)%
     July 1, 2007 and thereafter          100.000%


     (b)    Any redemption pursuant to this Section 3.07 or Section 4.09 or 4.13
shall be made pursuant to the provisions of Section 3.01 through 3.06.

Section 3.08     Mandatory Redemption.

     Except as otherwise provided in Sections 4.09 and 4.13 below, the Issuer
shall not be required to make mandatory redemption payments with respect to the
Notes.

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<PAGE>

Section 3.09     Offer to Purchase by Application of Excess Proceeds.

     In the event that the Issuer shall be required to commence a Net Proceeds
Offer pursuant to Section 4.09, it shall follow the procedures specified below.

     Subject to the deferral right set forth in the last sentence of Section
4.09(a), each notice of a Net Proceeds Offer pursuant to this Section 3.09 shall
be mailed, by first-class mail, by the Company to Holders of Notes at their last
registered address not more than 30 days following the Net Proceeds Offer
Trigger Date, with a copy to the Trustee.  The notice shall contain all
instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Net Proceeds Offer and shall state the following terms:

     (a)    that the Net Proceeds Offer is being made pursuant to Section 3.09
of the Indenture, that all Notes tendered will be accepted for payment;
provided, however, that if the aggregate Accreted Value of Notes tendered in a
Net Proceeds Offer plus accrued interest, if any, at the expiration of such
offer exceeds the aggregate amount of the Net Proceeds Offer, the Company shall
select the Notes to be purchased on a pro rata basis (with such adjustments as
may be deemed appropriate by the Company so that only Notes in denominations of
$1,000 or multiples thereof shall be purchased) and that the Net Proceeds Offer
shall remain open for a period of 20 Business Days or such longer periods as may
be required by law;

     (b)    the purchase price (including the amount of accrued interest, if
any) and the Net Proceeds Offer Payment Date (which shall be not less than 30
nor more than 45 days following the applicable Net Proceeds Offer Trigger Date
and which shall be at least five Business Days after the Trustee receives notice
thereof from the Company);

     (c)    that any Note not tendered will continue to accrete in value;

     (d)    that, unless the Company defaults in making payment therefor, any
Note accepted for payment pursuant to the Net Proceeds Offer shall cease to
accrete in value after the Net Proceeds Offer Payment Date;

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

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

     (g)    that Holders whose Notes are purchased only in part will be issued
new Notes equal in Accreted Value to the unpurchased portion of the Note
surrendered; provided, however, that

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<PAGE>

each Note purchased and each new Note issued shall be in denominations of $1,000
or integral multiples thereof.

     On or before the Net Proceeds Offer Payment Date, the Company shall (i)
accept for payment Notes or portions thereof (in integral multiples of $1,000)
validly tendered pursuant to the Net Proceeds Offer, (ii) deposit with the
Paying Agent in accordance with Section 3.05 U.S. Legal Tender sufficient to pay
the purchase price plus accrued and unpaid interest, if any, of all Notes to be
purchased and (iii) deliver to the Trustee Notes so accepted together with an
Officers' Certificate stating the Notes or portions thereof being purchased by
the Company.  Upon receipt by the Paying Agent of the monies specified in clause
(ii) above and a copy of the Officers' Certificate specified in clause (iii)
above, the Paying Agent shall promptly mail to the Holders of Notes so accepted
payment in an amount equal to the purchase price plus accrued and unpaid
interest, if any, out of the funds deposited with the Paying Agent in accordance
with the preceding sentence.  The Trustee shall promptly authenticate and mail
to such Holders new Notes equal in Accreted Value to any unpurchased portion of
the Notes surrendered.  Upon the payment of the purchase price for the Notes
accepted for purchase, the Trustee shall return the Notes purchased to the
Company for cancellation.  Any monies remaining after the purchase of Notes
pursuant to a Net Proceeds Offer shall be returned within three Business Days by
the Trustee to the Company except with respect to monies owed as obligations to
the Trustee pursuant to Article Seven.  For purposes of this Section 3.09, the
Trustee shall act as the Paying Agent.

     To the extent the amount of Notes tendered pursuant to any Net Proceeds
Offer is less than the amount of Net Proceeds subject to such Net Proceeds
Offer, the Company may use any remaining portion of such Net Proceeds not
required to fund the repurchase of tendered Notes for general corporate purposes
and such Net Proceeds Offer Amount shall be reset to zero.

     The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such rule, laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Net Proceeds Offer.  To the extent the
provisions of any securities laws and regulations conflict with the provisions
of this Indenture relating to a Net Proceeds Offer, the Company shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations relating to such Net Proceeds Offer by virtue
thereof.

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

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                                  ARTICLE IV
                                   COVENANTS

Section 4.01     Payment of Notes.

     The Issuer shall pay or cause to be paid the Accreted Value of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes.  Accreted Value, premium, if any, and interest shall be considered paid
on the date due if the Paying Agent, if other than the Issuer or a Subsidiary
thereof, holds as of 10:00 a.m. New York City time on the due date money
deposited by the Issuer in immediately available funds and designated for and
sufficient to pay all Accreted Value, premium, if any, and interest then due.

     Notwithstanding anything to the contrary contained in this Indenture, the
Issuer may, to the extent it is required to do so by law, deduct or withhold
income or other similar taxes imposed by the United States of America from
Accreted Value, premium or interest payments hereunder.

Section 4.02     Maintenance of Office or Agency.

     The Issuer shall maintain in the Borough of Manhattan in the City of New
York an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Issuer in respect of the Notes and this Indenture may be served.  The
Issuer 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 Issuer
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.

     The Issuer may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Issuer of
its obligation to maintain an office or agency in the Borough of Manhattan in
the City of New York for such purposes.  The Issuer 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.

Section 4.03     Reports.

     Whether or not required by the Commission, so long as any Notes are
outstanding, after the date on which the Company's registration statement to be
filed under the Registration Rights Agreement becomes effective under the
Securities Act, the Company will furnish to the Trustee and the Holders of the
Notes, within the time periods specified in the Commission's rules and
regulations:

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<PAGE>

     (a)    all quarterly and annual financial information that would be
required to be contained in a filing with the Commission on Forms 10-Q and 10-K
if the Company were required to file such Forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and,
with respect to the annual information only, a report on the annual financial
statements by the Company's certified independent accountants; and

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

     If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
the preceding paragraph shall include a reasonably detailed presentation, either
on the face of the financial statements or in the footnotes or schedules thereto
and in "Management's Discussion and Analysis of Financial Condition and Results
of Operations", of the financial condition and results of operations of the
Company and its Restricted Subsidiaries separate from the financial condition
and results of operations of the Unrestricted Subsidiaries of the Company.

     In addition, whether or not required by the Commission, the Company will
file a copy of all the information and reports referred to in clauses (a) and
(b) above with the Commission for public availability within the time periods
specified in the Commission's rules and regulations (unless the Commission will
not accept such a filing) and make such information available to securities
analysts and prospective investors upon request.

Section 4.04     Compliance Certificate.

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

     (b)    The annual financial statements delivered to the Trustee pursuant to
Section 4.03 shall be accompanied by a written report of the Company's
independent accountants that in conducting their audit of the financial
statements which are a part of such annual report or such annual financial
statements nothing has come to their attention that would lead them to believe
that the Company has violated any provisions of Article Four, Five or Six
insofar as they relate to accounting matters or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

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<PAGE>

     (c)    So long as any of the Notes are outstanding (i) if any Default or
Event of Default has occurred and is continuing or (ii) if any Holder seeks to
exercise any remedy hereunder with respect to a claimed Default under this
Indenture or the Notes, the Company shall deliver to the Trustee as soon as
practicable by registered or certified mail or by telegram, telex or facsimile
transmission followed by hard copy by registered or certified mail an Officers'
Certificate specifying such event, notice or other action.

Section 4.05     Taxes.

     The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all material taxes, assessments and
governmental charges (including withholding taxes and any penalties, interest
and additions to taxes) levied or imposed upon it or any of its Restricted
Subsidiaries or properties of it or any of its Restricted Subsidiaries and (ii)
all material lawful claims for labor, materials, supplies and services that, if
unpaid, might by law become a Lien upon the property of it or any of its
Restricted Subsidiaries; except for such noncompliances as are not in the
aggregate reasonably likely to have a material adverse effect on the financial
condition or results of operations of the Company and its Restricted
Subsidiaries taken as a whole; provided, however, that there shall not be
required to be paid or discharged any such tax, assessment or charge, the
amount, applicability or validity of which is being contested in good faith by
appropriate proceedings and for which adequate provision has been made or where
the failure to effect such payment or discharge is not adverse in any material
respect to the Holders.

Section 4.06     Stay, Extension and Usury Laws.

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

Section 4.07     Restricted Payments.

     The Company shall not make any Investment unless it is a Permitted
Investment.  In addition, the Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly:

     (a)    declare or pay any dividend or make any other payment or
distribution on account of the Company's Equity Interests or to the direct or
indirect holders of the Company's Equity Interests in their capacity as such
(other than (x) dividends or distributions payable to a Wholly

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<PAGE>

Owned Restricted Subsidiary of the Company and (y) dividends or distributions
payable in Equity Interests (other than Disqualified Stock) of the Company);

     (b)    purchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or consolidation
involving the Company) any Equity Interests of the Company; or

     (c)    make any payment on or with respect to, or purchase, redeem, defease
or otherwise acquire or retire for value any Indebtedness that is subordinated
to the Notes (other than the Notes), except a payment of interest or principal
at the Stated Maturity thereof (all such payments and other actions set forth in
clauses (a) through (c) above being collectively referred to as "Restricted
Payments"), unless, at the time of and after giving effect to such Restricted
Payment:

                  (1)  no Default or Event of Default shall have occurred and be
     continuing or would occur as a consequence thereof; and

                  (2)  the Company would, at the time of such Restricted Payment
     and after giving pro forma effect thereto as if such Restricted Payment had
     been made at the beginning of the fiscal quarter in which such payment is
     made, have been permitted to incur at least $1.00 of additional
     Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test
     set forth in the first paragraph of Section 4.08; and

                  (3)  such Restricted Payment, together with the aggregate
     amount of all other Restricted Payments made by the Company and each of its
     Restricted Subsidiaries after the date of this Indenture (including
     Restricted Payments permitted by clauses (1) and (2) of the next succeeding
     paragraph), shall not exceed, at the date of determination, the sum of:

                       (a)     an amount equal to 50% of Consolidated Net Income
                  of the Company for the period (taken as one accounting period)
                  from the beginning of the first fiscal quarter commencing
                  after the date of this Indenture to the end of the Company's
                  most recently ended full fiscal quarter for which internal
                  financial statements are available at the time of such
                  Restricted Payment (or, if such Consolidated Net Income of the
                  Company for such period is a deficit, less 100% of such
                  deficit), plus

                       (b)      an amount equal to 100% of Capital Stock Sale
                  Proceeds.

     The preceding provisions shall not prohibit:

                  (1)  the payment of any dividend within 60 days after the date
     of declaration thereof, if at said date of declaration such payment would
     have complied with the provisions of this Indenture;

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<PAGE>

          (2)    the redemption, repurchase, retirement, defeasance or other
     acquisition of any Equity Interests of the Company in exchange for, or out
     of the net proceeds of the substantially concurrent sale (other than to a
     Subsidiary of the Company) of, Equity Interests of the Company (other than
     Disqualified Stock);

          (3)    the defeasance, redemption, repurchase or other acquisition of
     any Indebtedness of the Company that is subordinate or junior in right of
     payment to the Notes either (i) solely in exchange for Equity Interests
     (other than Disqualified Stock) of the Company or (ii) through the
     application of net proceeds of a substantially concurrent sale or
     incurrence for cash (other than to a Subsidiary of the Company) of (A)
     Equity Interests (other than Disqualified Stock) of the Company or (B)
     Permitted Refinancing Indebtedness;

          (4)    payments under the Tax Sharing Agreement;

          (5)    the payment of consideration by a third party to equity holders
     of the Company; and

          (6)    payments made in connection with a Buyout Transaction and
     payments in respect of Buyout Indebtedness.

     The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or any of its Restricted
Subsidiaries pursuant to the Restricted Payment.

Section 4.08     Incurrence of Indebtedness and Issuance of Disqualified Stock.

     The Company shall not create, incur, issue, assume, guarantee or otherwise
become liable, contingently or otherwise, with respect to (collectively,
"incur") any Indebtedness (including Acquired Debt), other than Permitted Debt
that the Company is permitted to incur in clauses (2), (3), (6), 7(b), (8), (9),
(13), (17), (18), (24) and (25) of the definition of Permitted Debt below,
unless the Company's Consolidated Fixed Charge Coverage Ratio would have been
greater than 2.0 to 1.0, determined on a pro forma basis (including a pro forma
application of the net proceeds therefrom), as if the additional Indebtedness
had been incurred at the beginning of the most recently ended fiscal quarter.

     The Company shall not permit the Operating Company or any of its Restricted
Subsidiaries to incur any Indebtedness (including Acquired Debt), other than
Permitted Debt unless the Operating Company's Consolidated Fixed Charge Coverage
Ratio would have been greater than 2.0 to 1.0, determined on a pro forma basis
(including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred at the beginning of the most recently
ended fiscal quarter.

     "Permitted Debt" includes any of the following items of Indebtedness:

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<PAGE>

           (1)   the incurrence by Company's Restricted Subsidiaries of
     Indebtedness under the Credit Facilities; provided that the aggregate
     principal amount of all Indebtedness of the Company's Restricted
     Subsidiaries outstanding under all Credit Facilities after giving effect to
     such incurrence does not exceed an amount equal to $2.4 billion at any one
     time outstanding less the amount of any payments made under the Credit
     Facilities with the Net Proceeds of any Asset Sale (which are accompanied
     by a corresponding permanent commitment reduction) pursuant to Section
     4.09(a)(iii)(A), but in no event shall such permitted amount be less than
     $1 billion;

           (2)   the incurrence by the Company and its Restricted Subsidiaries
     of Existing Indebtedness (other than the Credit Facilities);

           (3)   the incurrence on the Issue Date by the Company of Indebtedness
     represented by the Notes and the Senior Notes;

           (4)   the incurrence by the Company's Restricted Subsidiaries of
     Indebtedness represented by Capital Lease Obligations not to exceed $35
     million at any time outstanding;

           (5)   mortgage financings or purchase money obligations, in each
     case, incurred for the purpose of financing all or any part of the purchase
     price or cost of construction or improvement (including, without
     limitation, the cost of design, development, construction, acquisition,
     transportation, installation, improvement, and migration) of any assets for
     use in a Related Business of any of the Company's Restricted Subsidiaries,
     in an aggregate principal amount not to exceed $35 million at any time
     outstanding;

           (6)   the incurrence by the Company or any of its Restricted
     Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
     net proceeds of which are used to refund, refinance or replace, in whole or
     in part, Indebtedness (other than intercompany Indebtedness) that was
     permitted by this Indenture to be incurred under either of the first two
     paragraphs of this covenant or clauses (2) or (3) of this paragraph;

           (7)   (a)  the incurrence by a Restricted Subsidiary of the Company
     of Indebtedness to the Company or to a Restricted Subsidiary of the Company
     for so long as such Indebtedness is held by the Company or a Restricted
     Subsidiary of the Company, in each case subject to no Lien held by a Person
     other than the Company or a Restricted Subsidiary of the Company (other
     than the pledge of intercompany notes under the Credit Facilities);
     provided that if as of any date any Person other than the Company or a
     Restricted Subsidiary of the Company owns or holds any such Indebtedness or
     holds a Lien in respect of such Indebtedness (other than the pledge of
     intercompany notes under the Credit Facilities), such date shall be deemed
     the incurrence of Indebtedness not constituting Permitted Indebtedness by
     the issuer of such Indebtedness;

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<PAGE>

                 (b)    the incurrence by the Company of Indebtedness to a
     Restricted Subsidiary for so long as such Indebtedness is held by a
     Restricted Subsidiary, in each case subject to no Lien (other than Liens
     securing intercompany notes pledged under the Credit Facilities); provided
     that if as of any date any Person other than a Restricted Subsidiary of the
     Company owns or holds any such Indebtedness or any Person holds a Lien in
     respect of such Indebtedness (other than pledges securing the Credit
     Facilities), such date shall be deemed the incurrence of Indebtedness not
     constituting Permitted Indebtedness by the Company;

           (8)   the incurrence by the Company or any of its Restricted
     Subsidiaries of Hedging Obligations; provided, that no Hedging Obligations
     that are incurred for the purpose providing protection against fluctuations
     in interest rates shall constitute "Permitted Debt" unless they relate to
     Indebtedness that is permitted by the terms of this Indenture to be
     outstanding;

           (9)   guarantees by the Company or a Subsidiary of Indebtedness
     incurred by the Company or a Subsidiary so long as the incurrence of such
     Indebtedness by the Company or any such Subsidiary is otherwise permitted
     by the terms of this Indenture;

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

           (11)  the incurrence by the Company's Restricted Subsidiaries of
     Indebtedness represented by letters of credit or bonds for the account of
     such Restricted Subsidiary in order to provide security for workers'
     compensation claims, payment obligations in connection with self-insurance
     or similar requirements in the ordinary course of business;

           (12)  the incurrence by the Company's Restricted Subsidiaries of
     Indebtedness under the Overdraft Facility incurred in the ordinary course
     of business, not to exceed $80 million in the aggregate at any time
     outstanding;

           (13)  the incurrence by the Company or any of its Subsidiaries of
     Indebtedness arising from agreements of the Company or a Subsidiary
     providing for indemnification, adjustment of purchase price or similar
     obligations, in each case, incurred in connection with the disposition of
     any business, assets or Subsidiary, other than guarantees of Indebtedness
     incurred by any Person acquiring all or any portion of such business,
     assets or Subsidiary for the purpose of financing such acquisition;
     provided that the maximum aggregate liability in respect of all such
     Indebtedness shall at no time exceed the gross proceeds actually received
     by the Company and the Subsidiary in connection with such disposition;

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<PAGE>

          (14) Indebtedness of Foreign Subsidiaries that are Restricted
     Subsidiaries to the extent that the aggregate outstanding amount of
     Indebtedness incurred by such Foreign Subsidiaries under this clause (14)
     does not exceed at any one time an amount equal to the sum of (A) 80% of
     the consolidated book value of the accounts receivable of all Foreign
     Subsidiaries and (B) 60% of the consolidated book value of the inventory of
     all Foreign Subsidiaries;

          (15) the incurrence by the Company's Restricted Subsidiaries of
     subordinated Indebtedness to BASF Corporation or one or more of its
     Affiliates pursuant to Section 10 of the BASF Agreement in an aggregate
     amount not to exceed $50 million;

          (16) the incurrence by the Company's Restricted Subsidiaries of
     additional Indebtedness in an aggregate principal amount at any time
     outstanding, not to exceed $50 million;

          (17) the accretion or amortization of original issue discount and the
     write up of Indebtedness in accordance with purchase accounting;

          (18) the incurrence by the Company of additional Indebtedness, if any,
     upon the issuance of the Reset Notes;

          (19) Obligations in respect of performance bonds and completion,
     guarantee, surety and similar bonds provided by the Company's Restricted
     Subsidiaries in the ordinary course of business;

          (20) the incurrence by a Securitization Entity of Indebtedness in a
     Qualified Securitization Transaction that is not recourse to the Company or
     any Subsidiary of the Company (except for Standard Securitization
     Undertakings);

          (21) Indebtedness of the Company's Restricted Subsidiaries to a
     Huntsman Affiliate or an ICI Affiliate constituting Subordinated
     Indebtedness;

          (22) Indebtedness consisting of take-or-pay obligations contained in
     supply agreements entered into in the ordinary course of business;

          (23) Indebtedness of the Company's Restrictive Subsidiaries to any of
     the Company's Restricted Subsidiaries incurred in connection with the
     purchase of accounts receivable and related assets by such Restricted
     Subsidiaries from any such Subsidiary which assets are subsequently
     conveyed by the Company to a Securitization Entity in a Qualified
     Securitization Transaction;

          (24) the incurrence by the Company of additional Indebtedness, if any,
     pursuant to the Registration Rights Agreement as a result of Additional
     Interest;


                                      62

<PAGE>

          (25) the incurrence by the Company or any of its Restricted
     Subsidiaries of Buyout Indebtedness; and

          (26) the incurrence on the Issue Date by the Operating Company of
     Indebtedness represented by its 10.125% Senior Subordinated Notes due 2009
     or any notes exchanged therefore.

     For purposes of determining compliance with this Section 4.08, in the event
that an item of proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (1) through (26) above, or is
entitled to be incurred pursuant to the first or second paragraph of this
covenant, the Company shall be permitted to classify and from time to time to
reclassify such item of Indebtedness on the date of its incurrence in any manner
that complies with this covenant.  For avoidance of doubt, Indebtedness incurred
pursuant to a single agreement, instrument, program, facility or line of credit
may be classified as Indebtedness arising in part under one of the clauses
listed above, and in part under any one or more of the clauses listed above, to
the extent that such Indebtedness satisfies the criteria for such clauses.

Section 4.09     Limitation on Asset Sales.

     (a)    The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless (i) the Company or the
applicable Restricted Subsidiary, as the case may be, receives consideration at
the time of such Asset Sale at least equal to the fair market value of the
assets sold or otherwise disposed of (as determined in good faith by the Board
of the Company); (ii) at least 75% of the consideration received by the Company
or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be
in the form of cash, Cash Equivalents or Foreign Cash Equivalents (provided that
the amount of any liabilities (as shown on the Company's or such Restricted
Subsidiary's most recent balance sheet) of the Company or any such Restricted
Subsidiary (other than liabilities that are by their terms subordinated to the
Notes) that are assumed by the transferee of any such assets shall be deemed to
be cash for purposes of this provision) and is received at the time of such
disposition; and (iii) upon the consummation of an Asset Sale, the Company shall
apply, or cause such Restricted Subsidiary to apply, the Net Proceeds relating
to such Asset Sale on or prior to the Net Proceeds Offer Trigger Date either (A)
to prepay any Indebtedness of a Restricted Subsidiary and, in the case of any
such Indebtedness under any revolving credit facility, effect a permanent
reduction in the availability under such revolving credit facility, provided
that, with respect to the Credit Facilities, no such permanent reduction shall
be required to the extent such reduction would decrease the amount available
under the Credit Facilities to an amount below $1 billion, (B) to either (x)
make an investment in or expenditures for properties and assets (including
Capital Stock of any entity) that replace the properties and assets that were
the subject of such Asset Sale or in properties and assets (including Capital
Stock of any entity) that will be used in the business of the Company and its
Subsidiaries as existing on the Issue Date or in businesses reasonably related
thereto ("Replacement Assets") or (y) the acquisition of all of the capital
stock or assets of any Person or division conducting a business reasonably
related to that of the Company or its Subsidiaries or (C) a combination of
prepayment, repurchase and investment



                                      63
<PAGE>

permitted by the foregoing clauses (iii)(A), (iii)(B) and (iii)(C). After the
Net Proceeds Offer Trigger Date, such aggregate amount of Net Proceeds which
have not been applied on or before such Net Proceeds Offer Trigger Date as
permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding
sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or
such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds
Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor
more than 45 days following the applicable Net Proceeds Offer Trigger Date, from
all Holders and all holders of Indebtedness that is pari passu with the Notes
containing provisions requiring offers to purchase with the proceeds of sales of
assets, on a pro rata basis, that amount of Notes equal to the Net Proceeds
Offer Amount at a price equal to 100% of the Accreted Value of the Notes to be
purchased, plus accrued and unpaid interest thereon, if any, to the date of
purchase; provided, however, that if at any time any non-cash consideration
received by the Company or any Restricted Subsidiary of the Company, as the case
may be, in connection with any Asset Sale is converted into or sold or otherwise
disposed of for cash (other than interest received with respect to any such non-
cash consideration), then such conversion or disposition shall be deemed to
constitute an Asset Sale hereunder and the Net Proceeds thereof shall be applied
in accordance with this Section 4.09 and the procedures specified in Section
3.09. The Company shall not be required to make a Net Proceeds Offer until there
is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of
$30 million resulting from one or more Asset Sales, at which time, the
unutilized Net Proceeds Offer Amount, shall be applied as required pursuant to
this paragraph; provided, however, that the first $30 million of Net Proceeds
Offer Amount need not be applied as required pursuant to this paragraph.

     (b)    In the event of the transfer of substantially all (but not all) of
the property and assets of the Company and its Restricted Subsidiaries as an
entirety to a Person in a transaction permitted under Section 5.01 and as a
result thereof the Company is no longer an obligor on the Notes, the successor
corporation shall be deemed to have sold the properties and assets of the
Company and its Restricted Subsidiaries not so transferred for purposes of this
Section 4.09, and shall comply with the provisions of this covenant with respect
to such deemed sale as if it were an Asset Sale. In addition, the fair market
value of such properties and assets of the Company or its Restricted
Subsidiaries deemed to be sold shall be deemed to be Net Proceeds for purposes
of this Section 4.09.

     (c)    Notwithstanding the two immediately preceding paragraphs, the
Company and its Restricted Subsidiaries will be permitted to consummate an Asset
Sale without complying with such paragraphs to the extent (i) at least 80% of
the consideration for such Asset Sale constitutes Replacement Assets and (ii)
such Asset Sale is for fair market value; provided, however, that any
consideration not constituting Replacement Assets received by the Company or any
of its Restricted Subsidiaries in connection with any Asset Sale permitted to be
consummated under this paragraph shall constitute Net Proceeds subject to the
provisions of the two preceding paragraphs.


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Section 4.10     Transactions with Affiliates.

     (a)    The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction or series of related transactions (including, without limitation,
the purchase, sale, lease or exchange of any property or the rendering of any
service) with, or for the benefit of, any of its Affiliates (each an "Affiliate
Transaction"), other than (x) Affiliate Transactions permitted under paragraph
(b) below and (y) Affiliate Transactions on terms that are no less favorable
than those that might reasonably have been obtained in a comparable transaction
at such time on an arm's-length basis from a Person that is not an Affiliate of
the Company or such Restricted Subsidiary. Each Affiliate Transaction (and each
series of related Affiliate Transactions which are similar or part of a common
plan) that involves an aggregate fair market value of more than $5.0 million
shall be approved by the Board of the Company or such Restricted Subsidiary, as
the case may be, such approval to be evidenced by a Board Resolution stating
that such Board has determined that such transaction complies with the foregoing
provisions. If the Company or any Restricted Subsidiary of the Company enters
into an Affiliate Transaction (or a series of related Affiliate Transactions
related to a common plan) that involves an aggregate fair market value of more
than $10.0 million, the Company or such Restricted Subsidiary, as the case may
be, shall, prior to the consummation thereof, obtain a favorable opinion as to
the fairness of such transaction or series of related transactions to the
Company or the relevant Restricted Subsidiary, as the case may be, from a
financial point of view, from an Independent Financial Advisor and file the same
with the Trustee.

     (b)    The restrictions set forth in clause (a) shall not apply to (i)
reasonable fees and compensation paid to and indemnity provided on behalf of,
officers, directors, employees or consultants of the Company or any Restricted
Subsidiary of the Company as determined in good faith by the Board of the
Company or senior management; (ii) transactions exclusively between or among the
Company and any of its Restricted Subsidiaries or exclusively between or among
such Restricted Subsidiaries, provided such transactions are not otherwise
prohibited by this Indenture; (iii) any agreement as in effect as of the Issue
Date or contemplated by the Contribution Agreement, or any amendment thereto or
any transaction contemplated thereby (including pursuant to any amendment
thereto) or in any replacement agreement thereto so long as any such amendment
or replacement agreement is not more disadvantageous to the Holders in any
material respect than the original agreement; (iv) Permitted Investments and
Restricted Payments made in compliance with this Indenture; (v) transactions
between or among any of the Company, any of its Subsidiaries and any
Securitization Entity in connection with a Qualified Securitization Transaction,
in each case provided that such transactions are not otherwise prohibited by
this Indenture; (vi) transactions with distributors or other purchases or sales
of goods or services, in each case in the ordinary course of business and
otherwise in compliance with the terms of this Indenture which when taken
together are fair to the Company or the Restricted Subsidiaries as applicable,
in the reasonable determination of the Board of the Company or the senior
management thereof, or are on terms at least as favorable as might reasonably
have been obtained at such time from an unaffiliated party; (vii) any Buyout
Transaction; (viii) the incurrence by the Company and/or any of its Restricted
Subsidiaries of any Buyout Indebtedness; and (ix) any agreement, consent or
waiver entered into or granted, or


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any action taken, necessary or advisable to facilitate any Buyout Transaction
and any related transaction or any Buyout Indebtedness.

Section 4.11     Liens.

     The Company shall not, directly or indirectly, create, incur, assume or
suffer to exist any Lien of any kind upon any of its assets or properties,
except Permitted Liens.

Section 4.12     Existence.

     Except as otherwise permitted by Article Five, the Company shall do or
cause to be done all things reasonably necessary to preserve and keep in full
force and effect its limited liability company or other existence and the
corporate or other existence of each of its Restricted Subsidiaries in
accordance with the respective organizational documents of each such Restricted
Subsidiary and the material rights (charter and statutory) and franchises of the
Company and each such Restricted Subsidiary; except for such noncompliances as
are not in the aggregate reasonably likely to have a material adverse effect on
the financial condition or results of operations of the Company and its
Restricted Subsidiaries taken as a whole.

Section 4.13     Repurchase at the Option of Holders upon a Change of Control.

     (a)    Upon the occurrence of a Change of Control, each Holder will have
the right to require that the Company purchase all or a portion (in a principal
amount equal to $1,000 or an integral multiple thereof) of such Holder's Notes
in cash pursuant to the offer described below (the "Change of Control Offer"),
at a purchase price equal to 101% of the Accreted Value thereof plus accrued and
unpaid interest, if any, as of the date of purchase.

     (b)    Prior to the mailing of the notice referred to below, but in any
event within 30 days following any Change of Control, the Company covenants to
(i) repay in full and terminate all commitments under Indebtedness under the
Credit Facilities the terms of which require repayment upon a Change of Control
or offer to repay in full and terminate all commitments under all Indebtedness
under the Credit Facilities and to repay the Indebtedness owed to each lender
which has accepted such offer or (ii) obtain the requisite consents under the
Credit Facilities to permit the repurchase of the Notes as provided below. The
Company shall first comply with the covenant in the immediately preceding
sentence before it shall be required to repurchase Notes pursuant to the
provisions described below. The Company's failure to comply with the covenant
described in the immediately preceding sentence shall be governed by clause (c),
and not clause (b), of Section 6.01.

     (c)    Within 30 days following the date on which a Change of Control
occurs (the "Change of Control Date"), the Company shall send, by first class
mail, postage prepaid, a notice to each Holder of Notes at their last registered
address and the Trustee, which notice shall govern the terms of the Change of
Control Offer. The notice to the Holders shall contain all instructions and
materials necessary to enable such Holders to tender Notes pursuant to the
Change of Control Offer. Such notice shall state:

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<PAGE>

          (1) that the Change of Control Offer is being made pursuant to Section
     4.13 of the Indenture and that all Notes validly tendered and not withdrawn
     will be accepted for payment;

          (2) the purchase price (including the amount of accrued interest, if
     any) and the purchase date (which shall be no earlier than 30 days nor
     later than 60 days from the date such notice is mailed, other than as may
     be required by law) (the "Change of Control Payment Date");

          (3) that any Note not tendered will continue to accrete in value;

          (4) that, unless the Company defaults in making payment therefor, any
     Note accepted for payment pursuant to the Change of Control Offer shall
     cease to accrete in value after the Change of Control Payment Date;

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

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

          (7) that Holders whose Notes are purchased only in part will be issued
     new Notes equal in Accreted Value to the unpurchased portion of the Notes
     surrendered; provided, however, that each Note purchased and each new Note
     issued shall be in denominations of $1,000 or integral multiples thereof;
     and

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

     (d)    On or before the Change of Control Payment Date, the Company shall
(i) accept for payment Notes or portions thereof (in integral multiples of
$1,000) validly tendered pursuant to the Change of Control Offer, (ii) deposit
with the Paying Agent by 11:00 a.m. New York City Time U.S. Legal Tender
sufficient to pay the purchase price plus accrued and unpaid interest, if any,
of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted
together with an Officers' Certificate stating the Notes or portions thereof
being purchased by the Company. Upon receipt by the Paying Agent of the monies
specified in clause (ii) above and a copy of the Officers' Certificate specified
in clause (iii) above, the Paying Agent shall promptly mail to the Holders of
Notes so accepted payment in an amount equal to the purchase price plus accrued
and


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<PAGE>

unpaid interest, if any, out of the funds deposited with the Paying Agent in
accordance with the preceding sentence. The Trustee shall promptly authenticate
and mail or cause to be transferred by book-entry to such Holders new Notes
equal in Accreted Value to any unpurchased portion of the Notes surrendered.
Upon the payment of the purchase price for the Notes accepted for purchase, the
Trustee shall return the Notes purchased to the Company for cancellation. Any
monies remaining after the purchase of Notes pursuant to a Change of Control
Offer shall be returned within three Business Days by the Trustee to the Company
except with respect to monies owed as obligations to the Trustee pursuant to
Article Seven. For purposes of this Section 4.13, the Trustee shall act as the
Paying Agent.

     (e)    The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such rule, laws and regulations are applicable in connection with the
purchase of the Notes pursuant to a Change of Control Offer. To the extent the
provisions of any securities laws and regulations conflict with the provisions
of this Indenture relating to a Change of Control Offer, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations relating to such Change of Control Offer
by virtue thereof.

Section 4.14    Intermediate Holding Company Indebtedness or Disqualified Stock.

     The Company shall not permit any intermediate holding company or similar
entity between the Company and the Operating Company to incur any Indebtedness
or issue any Disqualified Stock.

Section 4.15    Conduct of Business.

     The Company and its Restricted Subsidiaries (other than a Securitization
Entity) will not engage in any businesses which are not the same, similar or
related to the businesses in which the Company and its Restricted Subsidiaries
are engaged on the Issue Date, except to the extent that after engaging in any
new business, the Company and its Restricted Subsidiaries, taken as a whole,
remain substantially engaged in similar lines of business as are conducted by
them on the Issue Date.

Section 4.16    Limitation on Preferred Stock of Restricted Subsidiaries.

     The Company will not permit any of its Restricted Subsidiaries to issue any
Preferred Stock (other than to the Company or to a Restricted Subsidiary of the
Company) or permit any Person (other than the Company or a Restricted Subsidiary
of the Company) to own any Preferred Stock of any Restricted Subsidiary of the
Company; provided, however, that (i) Class A Shares and Class B Shares may be
issued pursuant to the terms of the Contribution Agreement; (ii) any Person
which is not a Restricted Subsidiary of the Company may issue Preferred Stock to
equity holders of such Person in exchange for equity interests if after such
issuance such Person becomes a Restricted Subsidiary; and (iii) Tioxide Southern
Africa (Pty) Limited may issue Preferred Stock to its equity holders in exchange
for its equity interests.


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<PAGE>

Section 4.17     Prohibition on Incurrence of Senior Subordinated Debt.

     The Company will not incur or suffer to exist Indebtedness that by its
terms is senior in right of payment to the Notes and subordinate in right of
payment to any other Indebtedness of the Company.

                                   ARTICLE V
                                  SUCCESSORS


Section 5.01     Merger, Consolidation or Sale of Assets.

     (a)    The Issuer may not directly or indirectly: (i) consolidate or merge
with or into another Person (whether or not the Issuer is the surviving
company); or (ii) sell, assign, transfer, convey or otherwise dispose of all or
substantially all of its properties or assets, in one or more related
transactions, to another Person; unless:

          (1) either (i) the Issuer is the surviving company, or (ii) the Person
     formed by or surviving any such consolidation or merger (if other than the
     Issuer) or to which such sale, assignment, transfer, conveyance or other
     disposition shall have been made (x) is a Person organized or existing
     under the laws of the United States, any state thereof, the District of
     Columbia, England or any country that is a member of the European Union and
     (y) shall expressly assume (pursuant to agreements in form and substance
     reasonably satisfactory to the Trustee), executed and delivered to the
     Trustee, the due and punctual payment of the Accreted Value of the Notes
     and the performance of every covenant of the Notes, this Indenture and the
     Registration Rights Agreement on the part of the Company to be performed or
     observed, as the case may be;

          (2) immediately after such transaction no Default or Event of Default
     exists; and

          (3) immediately after giving effect to such transaction and the
     assumption contemplated by clause (1)(ii)(y) above (including giving effect
     to any Indebtedness (including Acquired Debt) incurred or anticipated to be
     incurred in connection with or in respect of such transaction), the Issuer
     (i) shall have Consolidated Net Worth equal to or greater than the
     Consolidated Net Worth of the Issuer immediately prior to such transaction
     and (ii) shall be able to incur at least $1.00 of additional Indebtedness
     (other than Permitted Indebtedness) pursuant to the Consolidated Fixed
     Charge Coverage Ratio Test set forth in the first paragraph of Section
     4.08; provided, however, that this clause (3) shall not apply to any merger
     or consolidation consummated in connection with or pursuant to any Buyout
     Transaction.

     (b)    The Issuer may not permit any Restricted Subsidiary to directly or
indirectly: (i) consolidate or merge with or into another Person (whether or not
such Restricted Subsidiary is


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<PAGE>

the surviving company); or (ii) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of its properties or assets, in one or more
related transactions, to another Person; unless:

          (1) if the Operating Company is a party to such transaction, either
     (i) the Operating Company is the surviving company, or (ii) the Person
     formed by or surviving any such consolidation or merger (if other than the
     Operating Company) or to which such sale, assignment, transfer, conveyance
     or other disposition shall have been made is a Person organized or existing
     under the laws of the United States, any state thereof, or the District of
     Columbia;

          (2) immediately after such transaction no Default or Event of Default
     exists; and

          (3) immediately after giving effect to such transaction (including
     giving effect to any Indebtedness (including Acquired Debt) incurred or
     anticipated to be incurred in connection with or in respect of such
     transaction), the Operating Company shall be able to incur at least $1.00
     of additional Indebtedness (other than Permitted Debt) pursuant to Section
     4.08.

     (c)    In addition, the Company may not, directly or indirectly, lease all
or substantially all of its properties or assets, in one or more related
transactions, to any other Person.

     (d)    This Section 5.01 shall not apply to (x) a sale, assignment,
transfer, conveyance or other disposition of assets between or among the Company
and any of its Wholly Owned Restricted Subsidiaries or (y) any merger of the
Company or any Restricted Subsidiary with or into any Wholly Owned Restricted
Subsidiary or any transaction that results in the conversion of the Company from
a limited liability company to a corporation under the laws of the State of
Delaware or any other state of the United States. Subject to the immediately
preceding sentence but notwithstanding anything else in this Section 5.01 to the
contrary, any transaction characterized as a merger under applicable state law
where each of the constituent entities survives, shall not be treated as a
merger for purposes of this covenant, but shall instead be treated as (x) an
Asset Sale, if the result of such transaction is the transfer of assets by the
Company or a Restricted Subsidiary, or (y) an Investment, if the result of such
transaction is the acquisition of assets by the Company or a Restricted
Subsidiary.

Section 5.02     Successor Corporation Substituted.

     Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Issuer in accordance with Section 5.01(a), the successor Person formed by such
consolidation or into which the Issuer is merged or to which such transfer is
made shall succeed to and (except in the case of a lease) be substituted for,
and may exercise every right and power of, the Issuer under this Indenture with
the same effect as if such successor Person had been named therein as the
Issuer, and (except in the case of a lease) the Company shall be released from
the obligations under the Notes and this


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Indenture, except with respect to any obligations that arise from, or are
related to, such transaction.

                                  ARTICLE VI
                             DEFAULTS AND REMEDIES


Section 6.01  Events of Default.

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

     (a)    the failure to pay interest on the Notes when the same becomes due
and payable and such Default continues for a period of 30 days;

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

     (c)    a default in the observance or performance of any other covenant or
agreement contained in this Indenture, which default continues for a period of
60 days after the Company receives written notice thereof specifying the default
(and demanding that such default be remedied) from the Trustee or the Holders of
at least 25% of the Accreted Value of the Notes outstanding (except in the case
of a default with respect to Section 5.01, which will constitute an Event of
Default with such notice requirement but without such passage of time
requirement);

     (d)    the failure to pay at the final maturity (giving effect to any
applicable grace periods and any extensions thereof) the principal amount of any
Indebtedness of the Company or any Restricted Subsidiary of the Company or the
acceleration of the final stated maturity of any such Indebtedness if the
aggregate principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness in default for failure to pay principal at
final maturity or which has been accelerated, aggregates $25 million or more at
any time and such Indebtedness has not been discharged in full or such
acceleration has not been rescinded or annulled within 30 days of such final
maturity or acceleration;

     (e)    one or more judgments in an aggregate amount in excess of $25.0
million (which are not covered by third party insurance as to which the insurer
has not disclaimed coverage) shall have been rendered against the Company or any
of its Restricted Subsidiaries and such judgment or judgments remain
undischarged, unpaid or unstayed for a period of 60 days after such judgment or
judgments become final and nonappealable;

     (f)    the Company or any Restricted Subsidiary which is also a Significant
Subsidiary (A) commences a voluntary case or proceeding under any Bankruptcy Law
with respect to itself, (B) consents to the entry of a judgment, decree or order
for relief against it in an involuntary case or proceeding under any Bankruptcy
Law, (C) consents to the appointment of a custodian of it or


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<PAGE>

for substantially all of its property, (D) consents to or acquiesces in the
institution of a bankruptcy or an insolvency proceeding against it or (E) makes
a general assignment for the benefit of its creditors; or

     (g)    a court of competent jurisdiction enters a judgment, decree or order
for relief in respect of the Company or any Restricted Subsidiary which is also
a Significant Subsidiary in an involuntary case or proceeding under any
Bankruptcy Law, which shall (A) approve as properly filed a petition seeking
reorganization, arrangement, adjustment or composition in respect of the Company
or any Significant Subsidiary, (B) appoint a custodian of the Company or any
Significant Subsidiary or for substantially all of its property or (C) order the
winding-up or liquidation of its affairs; and such judgment, decree or order
shall remain unstayed and in effect for a period of 60 consecutive days.

Section 6.02     Acceleration.

     (a)    If an Event of Default (other than an Event of Default specified in
Section 6.01(f) or (g) with respect to the Company) shall occur and be
continuing, the Trustee or the Holders of at least 25% in aggregate Accreted
Value of the outstanding Notes may declare the Default Amount of all the Notes,
together with all accrued and unpaid interest, to be due and payable by notice
in writing to the Company and, in the case of an acceleration notice from the
Holders of at least 25% in aggregate Accreted Value of the outstanding Notes,
the Trustee, specifying the respective Event of Default and that it is a "notice
of acceleration" (the "Acceleration Notice"), and the same shall become
immediately due and payable. If an Event of Default specified in Section 6.01(f)
or (g) with respect to the Company occurs and is continuing, then such amount
will ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder of the Notes.

     (b)    At any time after a declaration of acceleration with respect to the
Notes as described in the preceding paragraph, the Holders of a majority in
Accreted Value of the Notes then outstanding (by notice to the Trustee) may
rescind and cancel such declaration and its consequences if (i) the rescission
would not conflict with any judgment or decree of a court of competent
jurisdiction, (ii) all existing Events of Default have been cured or waived
except nonpayment of Accreted Value of or interest on the Notes that has become
due solely by such declaration of acceleration, (iii) to the extent the payment
of such interest is lawful, interest (at the same rate specified in the Notes)
on overdue payments of Accreted Value or interest, which has become due other
than by such declaration of acceleration, has been paid, (iv) the Company has
paid the Trustee its reasonable compensation and reimbursed the Trustee for its
expenses, disbursements and advances and (v) in the event of the cure or waiver
of a Default or Event of Default of the type described in Sections 6.01(f) and
(g), the Trustee has received an Officers' Certificate and Opinion of Counsel
that such Default or Event of Default has been cured or waived and the Trustee
shall be entitled to conclusively rely upon such Officers' Certificate and
Opinion of Counsel. No such rescission shall affect any subsequent Default or
Event of Default or impair any right consequent thereto.

     Until the Full Accretion Date, the "Default Amount" as of a particular date
shall equal the


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<PAGE>

Accreted Value of the Notes as of such date. On or after the Full Accretion
Date, the "Default Amount" shall equal 100% of the principal amount thereof.

Section 6.03     Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy by proceeding at law or in equity to collect the payment of
Accreted Value of, premium, if any, or accrued and unpaid interest, if any, on
the Notes or to enforce the performance of any provision of the Notes or this
Indenture.

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

Section 6.04     Waiver of Existing Defaults.

     Subject to Sections 6.07 and 9.02, the Holders of a majority in Accreted
Value of the Notes by notice to the Trustee may waive any existing Default or
Event of Default and its consequences, except a Default in the payment of the
Accreted Value of or interest on any Note as specified in clauses (a) and (b) of
Section 6.01.

Section 6.05     Control by Majority.

     Subject to Section 2.09, the Holders of a majority in aggregate Accreted
Value of the then outstanding Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on it, including, without limitation, any remedies
provided for in Section 6.03.  Subject to Section 7.01, however, the Trustee
may, in its discretion, refuse to follow any direction that conflicts with any
law or this Indenture, that the Trustee determines may be unduly prejudicial to
the rights of another Holder (it being understood that the Trustee shall have no
duty to ascertain whether or not such actions or forbearances are unduly
prejudicial to such Holders) or that may involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee, in its discretion, that is not inconsistent with such
direction.

Section 6.06     Limitation on Suits.

     A Holder may not pursue any remedy with respect to this Indenture or the
Notes unless:

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

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


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     (c)    such Holders offer to the Trustee indemnity or security against any
loss, liability or expense to be incurred in compliance with such request which
is satisfactory to the Trustee;

     (d)    the Trustee does not comply with the request within 45 days after
receipt of the request and the offer of satisfactory indemnity or security; and

     (e)    during such 45-day period the Holders of a majority in aggregate
Accreted Value of the then outstanding Notes do not give the Trustee a direction
which, in the opinion of the Trustee, is inconsistent with the request.

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

Section 6.07     Rights of Holders of Notes to Receive Payment.

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

Section 6.08     Collection Suit by Trustee.

     If an Event of Default specified in Section 6.01(a) or (b) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company or any other obligor on the Notes for the
whole Accreted Value of, premium, if any, and interest on overdue principal and,
to the extent that payment of such interest is lawful, interest on overdue
installments of interest at the rate set forth in the Notes and such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

Section 6.09     Trustee May File Proofs of Claim.

     The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, taxes,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relating to the Company or any other
obligor upon the Notes, any of their respective creditors or any of their
respective property, and shall be entitled and empowered to collect and receive
any monies or other property payable or deliverable on any such claims and to
distribute the same, and any custodian in any such judicial proceedings 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, taxes, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.07.
The Company's payment obligations under this Section 6.09


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<PAGE>

shall be secured in accordance with the provisions of Section 7.07. 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 thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

Section 6.10     Priorities.

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

          First:  to the Trustee, its agents and attorneys for amounts due under
     Sections 6.09 and 7.07;

          Second:  if the Holders are forced to proceed against the Company
     directly without the Trustee, to Holders for their collection costs;

          Third:  to Holders for amounts due and unpaid on the Notes for
     Accreted Value, premium, if any, and interest, if any, ratably, without
     preference or priority of any kind, according to the amounts due and
     payable on the Notes for Accreted Value, premium, if any, and interest, if
     any, respectively; and

          Fourth:  to the Company or any other obligor on the Notes, as their
     interests may appear, or as a court of competent jurisdiction may direct.

     The Trustee, upon prior notice to the Company, 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 or a suit by a Holder of a Note pursuant
to Section 6.06 or 6.07.

Section 6.12     Expenses and Services After an Event of Default.

     When the Trustee incurs expenses or renders services after the occurrence
of an Event of Default described in this Article VI, the expenses and
compensation for services are intended to constitute expenses of administration
under any bankruptcy law.


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                                  ARTICLE VII
                                    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 person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

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

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

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

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

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

            (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 paragraphs
(a), (b), and (c) 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 of any Holders, unless such Holder shall have


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<PAGE>

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 Issuer. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

     (g)    The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or documents.

Section 7.02     Rights of Trustee.

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

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

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

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

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

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

     (g)    The Trustee shall not be charged with knowledge of any Default or
Event of Default unless either (i) a Responsible Officer of the Trustee shall
have actual knowledge of such Default or Event of Default or (ii) written notice
of such Default or Event of Default shall have been given to the Trustee by the
Issuer or any Holder.

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Section 7.03     Individual Rights of Trustee.

     (a)    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. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11.

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 Issuer's use of the proceeds from the Notes or any money
paid to the Issuer or upon the Issuer'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 the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after the Trustee acquires knowledge
thereof.  Except in the case of a Default or Event of Default in payment of
Accreted Value of, premium, if any, or interest on any Note, the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of the
Holders of the Notes.

Section 7.06     Reports by Trustee to Holders of the Notes.

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

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


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<PAGE>

Section 7.07     Compensation and Indemnity.

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

     The Issuer shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Issuer (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Issuer or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its bad
faith, negligence or willful misconduct.  The Trustee shall notify the Issuer
promptly of any claim for which it may seek indemnity.  Failure by the Trustee
to so notify the Issuer shall not relieve the Issuer of its obligations
hereunder.  The Issuer shall defend the claim and the Trustee shall cooperate in
the defense.  The Trustee may have separate counsel and the Issuer shall pay the
reasonable fees and expenses of such counsel.  The Issuer need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld.

     The obligations of the Issuer under this Section 7.07 shall survive
resignation or removal of the Trustee and the satisfaction and discharge of this
Indenture.

     To secure the Issuer's payment 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 Accreted Value and interest on
particular Notes.  Such Lien shall survive the resignation or removal of the
Trustee and the satisfaction and discharge of this Indenture.

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

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

Section 7.08     Replacement of Trustee.

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

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

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

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

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

     (d)    the Trustee becomes incapable of acting.

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

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

     If the Trustee, after written request by any Holder 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.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Issuer.  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; provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Issuer's obligations under Section 7.07 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 corporation, the
successor corporation without any further act shall be the successor Trustee.


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<PAGE>

Section 7.10     Eligibility; Disqualification.

     There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

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

Section 7.11     Preferential Collection of Claims Against the Issuer.

     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 VIII
                   LEGAL DEFEASANCE AND COVENANT DEFEASANCE


Section 8.01     Termination of the Company's Obligations.

     This Indenture will be Discharged and will cease to be of further effect
and the obligations of the Company under the Notes and this Indenture shall
terminate (except that the obligations under Sections 2.03 through 2.07, 7.01,
7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the
Trustee hereunder shall survive the effect of this Article Eight) when (a)
either (i) all Notes, theretofore authenticated and delivered (except lost,
stolen or destroyed Notes which have been replaced or paid and Notes for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust) have been delivered to the Trustee for cancellation or (ii) all
Notes not theretofore delivered to the Trustee for cancellation have become due
and payable and the Company has irrevocably deposited or caused to be deposited
with the Trustee funds in an amount sufficient to pay and discharge the entire
Indebtedness on the Notes not theretofore delivered to the Trustee for
cancellation, for Accreted Value of, premium, if any, and interest on the Notes
to the date of deposit together with irrevocable instructions from the Company
directing the Trustee to apply such funds to the payment thereof at maturity or
redemption, as the case may be; (b) the Company has paid all other sums payable
under this Indenture by the Company; and (c) the Company has delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel stating that all
conditions precedent under this Indenture relating to the satisfaction and
discharge of this Indenture have been complied with; provided, however, that
such counsel may rely, as to matters of fact, on a certificate or certificates
of officers of the Company.

     In addition, at the Company's option, either (a) the Company shall be
deemed to have


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been Discharged from any and all obligations with respect to the Notes ("Legal
Defeasance") after the applicable conditions set forth below have been satisfied
(except for the obligations of the Company under Sections 2.03, 2.04, 2.06,
2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company shall cease to
be under any obligation to comply with any term, provision or condition set
forth in Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.15 and 4.16 and
Section 5.01 and thereafter any omission to comply with such obligations shall
not constitute a Default or Event of Default with respect to the Notes
("Covenant Defeasance") after the applicable conditions set forth below have
been satisfied:

          (1) The Company shall have irrevocably deposited or caused to be
     deposited with the Trustee as trust funds in trust, for the benefit of the
     Holders cash in U.S. Legal Tender, U.S. Government Obligations or a
     combination thereof that, together with the payment of interest and premium
     thereon and Accreted Value in respect thereof in accordance with their
     terms, will be sufficient, in the opinion of a nationally recognized firm
     of independent public accountants expressed in a written certification
     thereof delivered to the Trustee, to pay all the Accreted Value of,
     premium, if any, and interest on the Notes on the dates such payments are
     due in accordance with the terms of such Notes, as well as the Trustee's
     fees and expenses; provided, however, that no deposits made pursuant to
     this Section 8.01(1) shall cause the Trustee to have a conflicting interest
     as defined in and for purposes of the TIA; and provided further, that, as
     confirmed by an Opinion of Counsel, no such deposit shall result in the
     Company, the Trustee or the trust becoming or being deemed to be an
     "investment company" under the Investment Company Act of 1940;

          (2) No Event of Default or Default with respect to the Notes shall
     have occurred and be continuing on the date of such deposit after giving
     effect to such deposit (other than a Default or Event of Default resulting
     from the incurrence of Indebtedness all or a portion of the proceeds of
     which will be used to defease the Notes pursuant to this Article Eight) or
     insofar as Events of Default pursuant to Section 6.01(f) or (g) are
     concerned, at any time in the period ending on the 91st day after the date
     of deposit;

          (3) The Company shall have delivered to the Trustee an Opinion of
     Counsel, to the effect that (A) either (i) the Company has assigned all its
     ownership interest in the trust funds to the Trustee or (ii) the Trustee
     has a valid perfected security interest in the trust funds and (B) assuming
     no intervening bankruptcy of the Company between the date of the deposit
     and the 124th day following the perfection of a security interest in the
     deposit and that no Holder is an insider of the Company, after the 124th
     day following the perfection of a security interest in the deposit, the
     trust funds will not be subject to avoidance as a preference under Section
     547 of the Federal Bankruptcy Code;

          (4) The Company shall have paid or duly provided for payment of all
     amounts then due to the Trustee pursuant to Section 7.07;

          (5) No such deposit will result in a Default under this Indenture or a
     breach or


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     violation of, or constitute a default under, any other instrument or
     material agreement to which the Company or any of its Subsidiaries is a
     party or by which it or its property is bound;

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

          (7) in the case of Legal Defeasance, the Company shall have delivered
     to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
     confirming that (A) the Company has received from, or there has been
     published by, the Internal Revenue Service a ruling or (B) since the date
     of the Indenture, there has been a change in the applicable federal income
     tax law, in either case to the effect that, and based thereon such opinion
     of counsel shall confirm that, the Holders will not recognize income, gain
     or loss for federal income tax purposes as a result of such Legal
     Defeasance and will be subject to federal income tax on the same amounts,
     in the same manner and at the same times as would have been the case if
     such Legal Defeasance had not occurred;

          (8) in the case of Covenant Defeasance, the Company shall have
     delivered to the Trustee an opinion of counsel in the United States
     reasonably acceptable to the Trustee confirming that the Holders 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

          (9) The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel to the effect that all conditions
     precedent to Legal Defeasance or Covenant Defeasance, as the case may be,
     have been complied with.

     Notwithstanding the foregoing, the Opinion of Counsel required by
subparagraph 7 above need not be delivered if all Notes not theretofore
delivered to the Trustee for cancellation (i) have become due and payable, (ii)
will become due and payable on the Maturity Date within one year, or (iii) are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company.

Section 8.02     Acknowledgment of Discharge by Trustee.

     Subject to Section 8.05, after (i) the conditions of Section 8.01, have
been satisfied and (ii) the Company has delivered to the Trustee an Opinion of
Counsel, stating that all conditions precedent referred to in clause (i) above
relating to the satisfaction and discharge of this Indenture have been complied
with, the Trustee upon written request of the Company shall acknowledge in
writing the discharge of the Company's obligations under this Indenture except



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for those surviving obligations specified in this Article Eight.

Section 8.03     Application of Trust Money.

     The Trustee shall hold in trust Funds deposited with it pursuant to Section
8.01.  It shall apply the Funds through the Paying Agent and in accordance with
this Indenture to the payment of all the Accreted Value of, or premium, if any,
and interest, if any, on the Notes.

Section 8.04     Repayment to the Company.

     The Trustee and the Paying Agent shall promptly pay to the Company any
Funds held by them for the payment of all the Accreted Value of, or premium, if
any, and interest, if any, that remains unclaimed for one year; provided,
however, that the Trustee or such Paying Agent may, at the expense of the
Company, cause to be published once in a newspaper of general circulation in the
City of New York or mailed to each Holder, notice that such Funds remain
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication or mailing, any unclaimed balance of
such Funds then remaining will be repaid to the Company.  After payment to the
Company, Holders entitled to the Funds must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
Person and all liability of the Trustee and Paying Agent with respect to such
Funds shall cease.

Section 8.05     Reinstatement.

     If the Trustee or Paying Agent is unable to apply any Funds by reason of
any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to Section
8.01 until such time as the Trustee or Paying Agent is permitted to apply all
such Funds in accordance with Section 8.01; provided, however, that if the
Company has made any payment of Accreted Value, or premium, if any, and
interest, if any, on any Notes because of the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from Funds held by the Trustee or Paying Agent.


                                  ARTICLE IX
                       AMENDMENT, SUPPLEMENT AND WAIVER


Section 9.01     Without Consent of Holders.

     The Company, when authorized by a Board Resolution, and the Trustee,
together, may amend or supplement this Indenture or the Notes without the
consent of any Holders:


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          (1) to cure any ambiguity, defect or inconsistency, so long as such
     change does not, in the opinion of the Trustee, adversely affect the rights
     of any of the Holders in any material respect;

          (2) to comply with Article Five;

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

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

          (5) to make any other change that would provide any additional benefit
     or rights to the Holders or that does not adversely affect in any material
     respect the rights of any Holders hereunder (including by modifying or
     supplementing the Indenture in the event that the Senior Notes are redeemed
     or otherwise retired for value prior to the Reset Date, such that the
     modified or supplemented terms (including by deleting or modifying the
     subordination provisions of the Indenture) are not, taken as a whole, less
     favorable to the Holders than the terms of the Indenture;

provided, however, that the Company has delivered to the Trustee an Opinion of
Counsel and an Officers' Certificate, each stating that such amendment or
supplement complies with the provisions of this Section 9.01.

Section 9.02     With Consent of Holders.

     Subject to Section 6.07, the Company, when authorized by a Board
Resolution, and the Trustee, together, with the written consent of the Holder or
Holders of at least a majority in Accreted Value of the then outstanding Notes
may make all other modifications, waivers and amendments of this Indenture or
the Notes, except that, without the consent of each Holder of Notes affected
thereby, no amendment or waiver may, directly or indirectly:

          (1) reduce the amount of Notes whose Holders must consent to an
     amendment;

          (2) change the method of calculation of or reduce the rate of or
     change or have the effect of changing the time for payment of Accreted
     Value, or defaulted interest, on any Notes;

          (3) reduce the principal of or change or have the effect of changing
     the fixed maturity of any Notes, or change the date on which any Notes may
     be subject to redemption or repurchase, or reduce the redemption or
     repurchase price thereof;

          (4) make any Notes payable in money other than that stated in the
     Notes and



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<PAGE>

     this Indenture;

          (5) make any change in provisions of this Indenture protecting the
     right of each Holder to receive payment of Accreted Value and interest on
     such Note on or after the due date thereof or to bring suit to enforce such
     payment or permitting Holders of a majority in Accreted Value of the Notes
     to waive Defaults or Events of Default;

          (6) amend, change or modify in any material respect the obligation of
     the Company to make and consummate a Change of Control Offer in the event
     of a Change of Control or make and consummate a Net Proceeds Offer with
     respect to any Asset Sale that has been consummated or modify any of the
     provisions or definitions with respect thereto; or

          (7) modify or change any provision of this Indenture in a manner which
     adversely affects the Holders.

     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, supplement or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

     After an amendment, supplement or waiver under this Section 9.02 becomes
effective (as provided in Section 9.04), the Company shall mail to the Holders
affected thereby a notice briefly describing the amendment, supplement or
waiver.  Any failure of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.

Section 9.03     Compliance with TIA.

     Every amendment, waiver or supplement of this Indenture or the Notes shall
comply with the TIA as then in effect.

Section 9.04     Revocation and Effect of Consents.

     Until an amendment, waiver or supplement becomes effective, a consent to it
by a Holder is a continuing consent by the Holder and every subsequent Holder of
a Note or portion of a Note that evidences the same debt as the consenting
Holder's Note, even if notation of the consent is not made on any Note.  Subject
to the following paragraph, any such Holder or subsequent Holder may revoke the
consent as to his Note or portion of his Note by notice to the Trustee or the
Company received before the date on which the Trustee receives an Officers'
Certificate certifying that the Holders of the requisite Accreted Value of Notes
have consented (and not theretofore revoked such consent) to the amendment,
supplement or waiver (at which time such amendment, supplement or waiver shall
become effective).

     The Company may, but shall not be obligated to, fix such record date as it
may select for the purpose of determining the Holders entitled to consent to any
amendment, supplement or


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<PAGE>

waiver. If a record date is fixed, then notwithstanding the last sentence of the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to revoke any consent previously given, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.

     After an amendment, supplement or waiver becomes effective, it shall bind
every Holder, unless it makes a change described in any of clauses (1) through
(7) of Section 9.02, in which case, the amendment, supplement or waiver shall
bind only each Holder of a Note who has consented to it and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as a
consenting Holder's Note; provided, however, that any such waiver shall not
impair or affect the right of any Holder to receive payment of Accreted Value of
and interest, if any, on a Note, on or after the respective due dates expressed
in such Note, or to bring suit for the enforcement of any such payment on or
after such respective dates without the consent of such Holder.

Section 9.05     Notation on or Exchange of Notes.

     If an amendment, supplement or waiver changes the terms of a Note, the
Trustee may require the Holder of the Note to deliver it to the Trustee.  The
Trustee may place an appropriate notation on the Note about the changed terms
and return it to the Holder.  Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms.

Section 9.06     Trustee To Sign Amendments, Etc.

     The Trustee shall execute any amendment, supplement or waiver authorized
pursuant to and adopted in accordance with this Article Nine; provided, however,
that the Trustee may, but shall not be obligated to, execute any such amendment,
supplement or waiver which affects the Trustee's own rights, duties or
immunities under this Indenture.  The Trustee shall be entitled to receive, and
shall be fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate each stating that the execution of any amendment, supplement or
waiver authorized pursuant to this Article Nine is authorized or permitted by
this Indenture.  Such Opinion of Counsel shall not be an expense of the Trustee.


                                   ARTICLE X
                            SUBORDINATION OF NOTES


Section 10.01     Notes Subordinated to Senior Debt.

     Anything herein to the contrary notwithstanding, the Company, for itself
and its successors, and each Holder, by his or her acceptance of Notes, agrees
that the payment of all Obligations owing to the Holders in respect of the Notes
is subordinated, to the extent and in the



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manner provided in this Article X, in right of payment to the prior payment in
full in cash or Cash Equivalents, or such payment duly provided for to the
satisfaction of the holders of Senior Debt, of all Obligations on Senior Debt,
including without limitation, the Company's obligations under the Credit
Facilities.

     This Article X shall constitute a continuing offer to all Persons who
become holders of, or continue to hold, Senior Debt, and such provisions are
made for the benefit of the holders of Senior Debt and such holders are made
obligees hereunder and any one or more of them may enforce such provisions.

Section 10.02     Suspension of Payment When Senior Debt Is in Default.

     (a)    Unless Section 10.03 shall be applicable, upon (1) the occurrence
and continuance of any default in the payment when due, whether at maturity,
upon any redemption, by declaration or otherwise, of any principal of, interest
on, unpaid drawings for letters of credit issued in respect of, or regularly
accruing fees (a "Payment Default") with respect to, any Senior Debt and (2)
receipt by the Trustee and the Company from a Representative of written notice
of such occurrence, then no payment (other than payments previously made
pursuant to Article VIII) or distribution of any assets of the Company of any
kind or character shall be made by or on behalf of the Company or any other
Person on its or their behalf on account of any Obligations under the Notes or
on account of the purchase, redemption or other acquisition of Notes for cash or
property or otherwise (except that Holders may receive (i) shares of stock and
any debt securities that are subordinated at least to the same extent as the
Notes to Senior Debt and any securities issued in exchange for Senior Debt and
(ii) payments made from the trusts described in Article VIII) and until such
Payment Default shall have been cured or waived or shall have ceased to exist or
such Senior Debt as to which such Payment Default relates shall have been
discharged or paid in full in cash or Cash Equivalents, or such payment duly
provided for to the satisfaction of the holders of Senior Debt, after which the
Company shall resume making any and all required payments in respect of the
Notes, including any missed payments.

     (b)    Unless Section 10.03 shall be applicable, upon (1) the occurrence
and continuance of any event of default (other than a Payment Default) with
respect to any Designated Senior Debt (as such event of default is defined in
the instrument creating or evidencing such Designated Senior Debt) permitting
the holders of such Designated Senior Debt then outstanding (or an agent or
trustee on their behalf) to accelerate the maturity thereof (a "Non-payment
Default") and (2) the earlier of (i) receipt by the Trustee and the Company from
a Representative of written notice of such occurrence stating that such notice
is a "Payment Blockage Notice" pursuant to this Section 10.02 or (ii) if such
Non-payment Default results from the acceleration of the Notes, the date of such
acceleration, no payment (other than payments previously made pursuant to
Article VIII) or distribution of any assets of the Company of any kind or
character shall be made by or on behalf of the Company or any other Person on
its or their behalf on account of any Obligations under the Notes or on account
of the purchase or redemption or other acquisition of Notes for cash or property
or otherwise (except that Holders may receive (i) shares of stock and any debt
securities that are subordinated at least to the same extent as the Notes to
Senior Debt and securities issued in exchange for Senior Debt and (ii) payments
made from the


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trusts described in Article VIII) for a period (the "Payment Blockage Period")
commencing on the date of receipt by the Trustee of the Payment Blockage Notice
or the date of the acceleration referred to in clause (ii) above, as the case
may be, unless and until the earlier to occur of the following events: (w) 180
days shall have elapsed since receipt of the Payment Blockage Notice by the
Trustee or the date of the acceleration of the Notes, as the case may be
(provided no Designated Senior Debt shall theretofore have been accelerated),
(x) such Non-payment Default shall have been cured or waived or shall have
ceased to exist, (y) such Designated Senior Debt shall have been discharged or
paid in full in cash or Cash Equivalents, or such payment duly provided for to
the satisfaction of the holders of such Designated Senior Debt, or (z) such
Payment Blockage Period shall have been terminated by written notice to the
Company or the Trustee from the Representative initiating such Payment Blockage
Period or the holders of at least a majority in principal amount of such issue
of Designated Senior Debt initiating such Payment Blockage Period, after which,
in the case of clause (w), (x), (y) or (z), the Company shall resume making any
and all required payments in respect of the Notes, including any missed
payments. Notwithstanding anything herein to the contrary, (x) in no event will
a Payment Blockage Period or successive Payment Blockage Periods with respect to
the same payment on the Notes extend beyond 180 days after delivery of the
Payment Blockage Notice and (y) only one such Payment Blockage Period may be
commenced within any 360 consecutive days. For all purposes of this Section
10.02(b), no event of default which existed or was continuing on the date of the
commencement of any Payment Blockage Period with respect to the Designated
Senior Debt of the Company initiating such Payment Blockage Period shall be, or
be made, the basis for the commencement of a second Payment Blockage Period by
the holders or by the Representative of such Designated Senior Debt whether or
not within a period of 360 consecutive days, unless such event of default shall
have been cured or waived for a period of not less than 90 consecutive days (it
being acknowledged that any subsequent action, or any breach of any financial
covenants for a period commencing after the date of commencement of such Payment
Blockage Period that, in either case, would give rise to an event of default
pursuant to any provisions under which an event of default previously existed or
was continuing shall constitute a new event of default for this purpose).

     (c)    In the event that, notwithstanding the foregoing, the Company shall
have made payment to the Trustee or directly to the Holder of any Note
prohibited by the foregoing provisions of this Section 10.02, then and in such
event such payment shall be segregated from other funds and held in trust by the
Trustee or such Holder or Paying Agent for the benefit of, and shall immediately
be paid over to, the holders of Senior Debt or to the Representatives or as a
court of competent jurisdiction shall direct.

Section 10.03     Notes Subordinated to Prior Payment of All Senior Debt on
Dissolution, Liquidation or Reorganization of Company.

     Upon any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any
liquidation, dissolution, winding-up, reorganization, assignment for the benefit
of creditors or marshaling of assets of the Company or in a bankruptcy,
reorganization, insolvency, receivership or other similar proceeding relating to
the Company or its property, whether voluntary or involuntary:



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     (a)    the holders of all Senior Debt shall first be entitled to receive
payments in full in cash or Cash Equivalents, or such payment duly provided for
to the satisfaction of the holders of Senior Debt, of all amounts payable under
Senior Debt before the Holders will be entitled to receive any payment or
distribution of any kind or character is made on account of any Obligations on
the Notes or for the acquisition of any of the Notes for cash or property or
otherwise, and until all Obligations with respect to the Senior Debt are paid in
full in cash or Cash Equivalents, or such payment provided for to the
satisfaction of the holders of Senior Debt, any distribution to which the
Holders would be entitled shall be made to the holders of Senior Debt;

     (b)    any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to which the Holders or the
Trustee on behalf of the Holders would be entitled except for the provisions of
this Article X, shall be paid by the liquidating trustee or agent or other
Person making such a payment or distribution, directly to the holders of Senior
Debt or their representatives, ratably according to the respective amounts of
Senior Debt remaining unpaid held or represented by each, until all Senior Debt
remaining unpaid shall have been paid in full in cash or Cash Equivalents, or
such payment duly provided for to the satisfaction of the holders of Senior
Debt, after giving effect to any concurrent payment or distribution to the
holders of such Senior Debt; and

     (c)    in the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether such
payment shall be in cash, property or securities, and the Company shall have
made payment to the Trustee or directly to the Holders or any Paying Agent on
account of any obligations under the Notes before all Senior Debt is paid in
full in cash or Cash Equivalents, or such payment duly provided for to the
satisfaction of the holders of Senior Debt, such payment or distribution
(subject to the provisions of Sections 10.06 and 10.07) shall be received,
segregated from other funds, and held in trust by the Trustee or such Holder or
Paying Agent for the benefit of, and shall immediately be paid over by the
Trustee (if the notice required by Section 10.06 has been received by the
Trustee) or by the Holder to, the holders of Senior Debt or their
representatives, ratably according to the respective amounts of Senior Debt held
or represented by each, until all Senior Debt remaining unpaid shall have been
paid in full in cash or Cash Equivalents, or such payment duly provided for to
the satisfaction of the holders of Senior Debt, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt.

     (d)    The consolidation of the Company with, or the merger of the Company
with or into, another Person or the liquidation or dissolution of the Company
following the conveyance, transfer or lease of its properties and assets
substantially as an entirety to another Person upon the terms and conditions set
forth in Article V shall not be deemed a liquidation, dissolution, winding-up,
reorganization, assignment for the benefit of creditors or marshaling of assets
of the Company, as the case may be, for the purposes of this Article X;
provided, however, that the Person formed by such consolidation or the surviving
entity of such merger or the Person which acquires by conveyance, transfer or
lease such properties and assets substantially as an entirety,


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as the case may be, shall, as a part of such consolidation, merger, conveyance,
transfer or lease, comply with the conditions set forth in such Article V.

     The Company shall give prompt notice to the Trustee prior to any
liquidation, dissolution, winding-up, reorganization, assignment for the benefit
of creditors or marshaling of assets.

Section 10.04     Holders To Be Subrogated to Rights of Holders of Senior Debt.

     Subject to the payment in full in cash or Cash Equivalents, or such payment
duly provided for to the satisfaction of the holders of Senior Debt, of all
Senior Debt, the Holders of Notes shall be subrogated to the rights of the
holders of Senior Debt to receive payments or distributions of assets of the
Company applicable to the Senior Debt until all amounts owing on the Notes shall
be paid in full in cash or Cash Equivalents, and for the purpose of such
subrogation no payments or distributions to the holders of Senior Debt by or on
behalf of the Company, or by or on behalf of the Holders by virtue of this
Article X, which otherwise would have been made to the Holders shall, as between
the Company and the Holders, be deemed to be payment by the Company to or on
account of the Senior Debt, it being understood that the provisions of this
Article X are and are intended solely for the purpose of defining the relative
rights of the Holders, on the one hand, and the holders of Senior Debt, on the
other hand.

     If any payment or distribution to which the Holders would otherwise have
been entitled but for the provisions of this Article X shall have been applied,
pursuant to the provisions of this Article X, to the payment of all amounts
payable under the Senior Debt, then the Holders shall be entitled to receive
from the holders of such Senior Debt any such payments or distributions received
by such holders of Senior Debt in excess of the amount sufficient to pay all
amounts payable under or in respect of the Senior Debt in full in cash or Cash
Equivalents, or such payment duly provided for to the satisfaction of the
holders of Senior Debt.

     Each Holder by purchasing or accepting a Note waives any and all notice of
the creation, modification, renewal, extension or accrual of any Senior Debt of
the Company and notice of or proof of reliance by any holder or owner of Senior
Debt of the Company upon this Article X and the Senior Debt of the Company shall
conclusively be deemed to have been created, contracted or incurred in reliance
upon this Article X, and all dealings between the Company and the holders and
owners of the Senior Debt of the Company shall be deemed to have been
consummated in reliance upon this Article X.

Section 10.05     Obligations of the Company Unconditional.

     Nothing contained in this Article X or elsewhere in this Indenture or in
the Notes is intended to or shall impair, as between the Company and the
Holders, the obligation of the Company, which is absolute and unconditional, to
pay to the Holders the principal of and interest on the Notes as and when the
same shall become due and payable in accordance with their terms, or is intended
to or shall affect the relative rights of the Holders and creditors of the
Company other than the holders of the Senior Debt, nor shall anything herein or
therein prevent the Trustee


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<PAGE>

or any Holder from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article X, of the holders of Senior Debt in respect of cash, property or Notes
of the Company received upon the exercise of any such remedy. Upon any payment
or distribution of assets or securities of the Company referred to in this
Article X, the Trustee, subject to the provisions of Sections 7.01 and 7.02, and
the Holders shall be entitled to rely upon any order or decree made by any court
of competent jurisdiction in which any liquidation, dissolution, winding-up or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidating trustee or agent or other Person making any
payment or distribution to the Trustee or to the Holders for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Debt and other Indebtedness 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 X. Nothing in
this Article X shall apply to the claims of, or payments to, the Trustee under
or pursuant to Section 7.07. The Trustee shall be entitled to rely on the
delivery to it of a written notice by a Person representing himself or itself to
be a holder of any Senior Debt (or a trustee on behalf of, or other
representative of, such holder) to establish that such notice has been given by
a holder of such Senior Debt or a trustee or representative on behalf of any
such holder.

     In the event that the Trustee determines in good faith that any 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 X, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Debt held by such Person,
the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article X, 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.

Section 10.06     Trustee Entitled To Assume Payments Not Prohibited in Absence
of Notice.

     The Trustee shall not at any time be charged with knowledge of the
existence of any facts that would prohibit the making of any payment to or by
the Trustee unless and until the Trustee or any Paying Agent shall have received
written notice thereof from the Company or from one or more holders of Senior
Debt or from any Representative therefor and, prior to the receipt of any such
notice, the Trustee, subject to the provisions of Sections 7.01 and 7.02, shall
be entitled in all respects conclusively to assume that no such fact exists.

Section 10.07     Application by Trustee of Assets Deposited with It.

     Cash in U.S. dollars or Government Securities deposited in trust with the
Trustee pursuant to and in accordance with Sections 8.02 and 8.03 shall be for
the sole benefit of the Holders of the Notes and, to the extent allocated for
the payment of Notes, shall not be subject to the subordination provisions of
this Article X.  Otherwise, any deposit of assets or securities by or on behalf
of the Company with the Trustee or any Paying Agent (whether or not in trust)
for the payment of principal of or interest on any Notes shall be subject to the
provisions of this Article X; provided, however, that if prior to the third
Business Day preceding the date on which


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<PAGE>

by the terms of this Indenture any such assets may become distributable for any
purpose (including, without limitation, the payment of either principal of or
interest on any Note) the Trustee or such Paying Agent shall not have received
with respect to such assets the notice provided for in Section 10.06, then the
Trustee or such Paying Agent shall have full power and authority to receive such
assets and to apply the same to the purpose for which they were received, and
shall not be affected by any notice to the contrary received by it on or after
such date. The foregoing shall not apply to the Paying Agent if the Company or
any Subsidiary or Affiliate of the Company is acting as Paying Agent. Nothing
contained in this Section 10.07 shall limit the right of the holders of Senior
Debt to recover payments as contemplated by this Article X.

Section 10.08     No Waiver of Subordination Provisions.

     (a)    No right of any present or future holder of any Senior Debt to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act by any such holder, or by any non-compliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

     (b)    Without limiting the generality of subsection (a) of this Section
10.08, the holders of Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the Notes,
without incurring responsibility to the Holders of the Notes and without
impairing or releasing the subordination provided in this Article X or the
obligations hereunder of the Holders of the Notes to the holders of Senior Debt,
do any one or more of the following: (1) change the manner, place, terms or time
of payment of, or renew or alter, Senior Debt or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding; (2) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (3) release any Person liable in any manner for
the collection or payment of Senior Debt; and (4) exercise or refrain from
exercising any rights against the Company and any other Person.

Section 10.09     Holders Authorize Trustee To Effectuate Subordination of
Notes.

     Each Holder of the Notes by such Holder's acceptance thereof authorizes and
expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effect the subordination provisions contained in
this Article X, and appoints the Trustee such Holder's attorney-in-fact for such
purpose, including, in the event of any liquidation, dissolution, winding-up,
reorganization, assignment for the benefit of creditors or marshaling of assets
of the Company tending towards liquidation or reorganization of the business and
assets of the Company, the immediate filing of a claim for the unpaid balance of
such Holder's Notes in the form required in said proceedings and cause said
claim to be approved.  If the Trustee does not file a proper claim or proof of
debt in the form required in such proceeding prior to 30 days before the
expiration of the time to file such claim or claims, then any of the holders of
the Senior Debt or their Representative is hereby authorized to file an
appropriate claim for and on behalf of the Holders of said Notes.  Nothing
herein contained shall be deemed to authorize the


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Trustee or the holders of Senior Debt or their Representative 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 thereof, or to authorize the Trustee or the holders of
Senior Debt or their Representative to vote in respect of the claim of any
Holder in any such proceeding.

Section 10.10     Rights of Trustee To Hold Senior Debt.

     The Trustee shall be entitled to all of the rights set forth in this
Article X in respect of any Senior Debt at any time held by it to the same
extent as any other holder of Senior Debt, and nothing in this Indenture shall
be construed to deprive the Trustee of any of its rights as such holder.

Section 10.11     No Suspension of Remedies.

     The failure to make a payment on account of principal of or interest on the
Notes by reason of any provision of this Article X shall not be construed as
preventing the occurrence of a Default or an Event of Default under Section
6.01.

     Nothing contained in this Article X shall limit the right of the Trustee or
the Holders of Notes to take any action to accelerate the maturity of the Notes
pursuant to Article VI or to pursue any rights or remedies hereunder or under
applicable law, subject to the rights, if any, under this Article X of the
holders, from time to time, of Senior Debt.

Section 10.12     No Fiduciary Duty of Trustee to Holder of Senior Debt.

     The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Debt, and it undertakes to perform or observe such of its covenants and
obligations as are specifically set forth in this Article X, and no implied
covenants or obligations with respect to the Senior Debt shall be read into this
Indenture against the Trustee.  The Trustee shall not be liable to any such
holders (other than for its willful misconduct or gross negligence) if it shall
pay over or deliver to the Holders of Notes or the Company or any other Person,
money or assets in compliance with the terms of this Indenture.  Nothing in this
Section 10.12 shall affect the obligation of any Person other than the Trustee
to hold such payment for the benefit of, and to pay such payment over to, the
holders of Senior Debt or their Representative.

                                  ARTICLE XI
                                 MISCELLANEOUS


Section 11.01     Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies, or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control.  If any provision of this Indenture
modifies or excludes any provision of the TIA that



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may be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or excluded, as the case may be.

Section 11.02     Notices.

     Any notices or other communications required or permitted hereunder shall
be in writing, and shall be sufficiently given if made by hand delivery, by
telex, by telecopier or registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:

If to the Issuer:    HUNTSMAN ICI HOLDINGS LLC
                     c/o Huntsman Corporation
                     500 Huntsman Way
                     Salt Lake City, Utah 84108
                     Telecopier No.:  801.584.5799
                     Attention:  Secretary

With a copy to:      Skadden, Arps, Slate, Meagher & Flom LLP
                     919 Third Avenue
                     New York, New York 10022
                     Telecopier No.:  212.735.2000
                     Attention: Phyllis G. Korff, Esq.

If to the Trustee:   Bank One, N.A.
                     100 East Broad Street
                     8th Floor
                     Columbus, Ohio 43215
                     Telecopier No.: 614.248.5195
                     Attention: Corporate Trust Department

     The Company and the Trustee by written notice to each other may designate
additional or different addresses for notices.  Any notice or communication to
the Company or the Trustee shall be deemed to have been given or made as of the
date so delivered if personally delivered; when answered back, if telexed; when
receipt is acknowledged, if faxed; and five (5) calendar days after mailing if
sent by registered or certified mail, postage prepaid (except that a notice of
change of address shall not be deemed to have been given until actually received
by the addressee).

     Any notice or communication mailed to a Holder shall be mailed to him by
first class mail or other equivalent means at his address as it appears on the
registration books of the Registrar and shall be sufficiently given to him if so
mailed within the time prescribed.

     Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders.  If a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.


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<PAGE>

     As long as the Notes are listed on the Luxembourg Stock Exchange and notice
is required by the rules of the Luxembourg Stock Exchange, such notice shall be
sufficiently given by publication of such notice to Holders of the Notes in
English in a leading newspaper having general circulation in Luxembourg (which
is expected to be the Luxembourg Wort) or, if such publication is not
practicable, in one other leading English language daily newspaper with general
circulation in Europe, such newspaper being published on each business day in
morning editions, whether or not it shall be published in Saturday, Sunday or
holiday editions.

Section 11.03     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 any other Person shall have the protection of TIA (S)
312(c).

Section 11.04     Certificate and Opinion as to Conditions Precedent.

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

     (a)    an Officers' Certificate, in form and substance satisfactory to the
Trustee, stating that, in the opinion of the signers, all conditions precedent
to be performed by the Company, if any, provided for in this Indenture relating
to the proposed action have been complied with; and

     (b)    an Opinion of Counsel stating that, in the opinion of such counsel,
all such conditions precedent to be performed by the Company, if any, provided
for in this Indenture relating to the proposed action have been complied with.

Section 11.05     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 the Officers' Certificate
required by Section 4.04, 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;

     (c)    a statement that, in the opinion of such Person, he has made such
examination or investigation as is reasonably necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and


                                      96

<PAGE>

     (d)    a statement as to whether or not, in the opinion of each such
Person, such condition or covenant has been complied with.

Section 11.06     Rules by Trustee and Agents.

     The Trustee may make reasonable rules in accordance with the Trustee's
customary practices for action by or at a meeting of Holders.  The Paying Agent
or Registrar may make reasonable rules for its functions.

Section 11.07  No Personal Liability of Directors, Officers, Employees, Members
and Stockholders.

     A past, present or future director, officer, employee, stockholder or
incorporator, as such, of the Company shall not have any liability for any
obligations of the Company under the Notes or this Indenture or for any claim
based on, in respect of or by reason of such obligations or their creations.
Each Holder by accepting a Note waives and releases all such liability.  Such
waiver and release are part of the consideration for the issuance of the Notes.

Section 11.07     Governing Law.

     THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  EACH OF THE PARTIES
HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR
THE NOTES.

Section 11.08     No Adverse Interpretation of Other Agreements.

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

Section 11.09     Successors.

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

Section 11.10     Severability.

     In case any one or more of the provisions in this Indenture or in the Notes
shall be held invalid, illegal or unenforceable, in any respect for any reason,
the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions shall


                                      97
<PAGE>

not in any way be affected or impaired thereby, it being intended that all of
the provisions hereof shall be enforceable to the full extent permitted by law.

Section 11.11     Counterpart Originals.

     All parties may sign any number of copies of this Indenture.  Each signed
copy shall be an original, but all of them together shall represent the same
agreement.

Section 11.12     Table of Contents, Headings, etc.

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

Section 11.13     Payments on Business Days.

     If a payment hereunder is scheduled to be made on a date that is not a
Business Day, payment shall be made on the next succeeding day that is a
Business Day, and no interest shall accrue with respect to that payment during
the intervening period. If a regular record date is a date that is not a
Business Day, such record date shall not be affected.



                           [Signature page follows.]


                                      98

<PAGE>

                                   SIGNATURES

Dated as of November 17, 2000

                              HUNTSMAN ICI HOLDINGS LLC

                                         /s/ Sam Scruggs
                              By:_____________________________________
                              Name:  Sam Scruggs
                              Title: Vice President and Treasurer


                              BANK ONE, N.A., as Trustee

                                         /s/ David B. Knox
                              By: ____________________________________
                              Name:  David B. Knox
                              Title: Authorized Signer



                                      S-1

<PAGE>

                                                                       EXHIBIT A

                                 [Face of Note]

                          CUSIP NO. [               ]

            [___]% Senior Subordinated Reset Discount Notes due 2009

                                  No.       $

                           HUNTSMAN ICI HOLDINGS LLC

promises to pay to______________________________________________________________

or registered assigns,

the principal amount of_________________________________________________________

Dollars ($________) on December 31, 2009.

Subject to Restrictions set forth in this Note.

Dated: [___________________]

                                    HUNTSMAN ICI HOLDINGS LLC

                                    By:________________________________
                                       Name:
                                       Title:

                                    By:________________________________
                                       Name:
                                       Title:


This is one of the Notes referred to
in the within-mentioned Indenture:

BANK ONE, N.A.,
 as Trustee

By: __________________________________
Authorized Signatory




                                      A-1
<PAGE>

THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL
INCOME TAX PURPOSES.  FOR FURTHER INFORMATION, PLEASE CONTACT HUNTSMAN ICI
HOLDINGS LLC, 500 HUNTSMAN WAY, SALT LAKE CITY, UTAH 84108, (801) 532-5200, SAM
SCRUGGS, VICE PRESIDENT AND TREASURER.




                                      A-2

<PAGE>

                                 [Back of Note]
               [___]% Senior Subordinated Discount Notes due 2009

"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 IN WHOLE BUT NOT IN PART 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 ISSUER."/1/

"EXCEPT AS OTHERWISE AGREED UPON IN WRITING BY THE COMPANY, THE NOTES EVIDENCED
HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED BY THE INITIAL
HOLDER OF THE NOTES PRIOR TO THE RESET DATE (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE).  FOLLOWING THE CONSUMMATION OF ANY TRANSFER OF THIS NOTE
PRIOR TO THE RESET DATE TO WHICH THE COMPANY AGREED IN WRITING, THIS RESTRICTIVE
LEGEND SHALL NOT APPLY TO THE TRANSFEREE AND SHALL BE OF NO FURTHER FORCE OR
EFFECT."/2/

"FROM AND AFTER THE RESET DATE (AS DEFINED IN THE INDENTURE GOVERNING THIS
NOTE), THIS NOTE SHALL BECOME NULL AND VOID AND THE COMPANY SHALL HAVE NO
OBLIGATION WITH RESPECT HERETO, OTHER THAN THE OBLIGATION TO EXECUTE AND DELIVER
THE RESET NOTE IN EXCHANGE FOR THIS NOTE.  BY ACCEPTANCE OF THIS NOTE, THE
HOLDER CONSENTS TO THE EXCHANGE OF THIS NOTE FOR A RESET NOTE AND THE HOLDER
ACKNOWLEDGES AND AGREES THAT (I) THE INTEREST RATE, ACCRETED VALUE AND/OR
PRINCIPAL AMOUNT OF THE RESET NOTE MAY BE LESS THAN THE INTEREST RATE, ACCRETED
VALUE AND/OR PRINCIPAL AMOUNT OF THIS NOTE AND (II) NO ADDITIONAL CONSIDERATION
SHALL BE PAYABLE BY THE COMPANY IN RESPECT OF THE EXCHANGE OF THE RESET NOTE FOR
THIS NOTE."/2/

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE TRANSFEROR
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE


___________________
/1/ This paragraph should be included only if the Note is issued in global form.
/2/ This paragraph should be removed upon the exchange of the Old Notes for
Reset Notes pursuant to Section 2.13 of the Indenture.



                                      A-3

<PAGE>

SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL ACCREDITED
INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (5) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS."/3/


________________
/3/ This paragraph should be removed upon the exchange of Notes for Exchange
Notes in the Exchange Offer or upon the registration of the Notes pursuant to
the terms of the Registration Rights Agreement.




                                      A-4

<PAGE>

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


1.  ACCRETION AND INTEREST.  This Note will accrete at a rate of approximately
8%, per annum, compounded semiannually, from an initial principal amount of
$____ per $1000 principal amount at Stated Maturity on the Issue Date to a
principal amount in arrears of $1,000 per $1,000 principal amount at Stated
Maturity by December 31, 2009[; provided, however, that such rate of accretion
and  principal amount at Stated Maturity may change upon the issuance of the
Reset Notes in accordance with the provisions of Section 2.13 of the
Indenture]./4/  Huntsman ICI Holdings LLC, a Delaware limited liability company
(the "Company" or the "Issuer"), promises to pay interest on the principal
amount of this Note at the rate of 8% per annum, or the Reset Accretion Rate, in
the case of Reset Notes, from December 31, 2009, or from the most recent
Interest Payment Date (as defined below) thereafter to which interest has been
paid or duly provided for, semiannually in arrears on July 1 and January 1 of
each year (each an "Interest Payment Date"), or if any such day is not a
Business Day, on the next succeeding Business Day, commencing on July 1, 2010,
in cash, to the Holder hereof until the principal amount hereof is paid or made
available for payment.  Interest and the rate of accretion will 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 (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the June 15 or December 15 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section  2.12 of the
Indenture with respect to defaulted interest.  The Notes will be payable as to
principal, premium, if any, and interest 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 register of Holders, and,
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest and premium 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.

3.  PAYING AGENT AND REGISTRAR.  Initially, Bank One, N.A., the Trustee under
the Indenture, will 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 Amended and Restated
Indenture, dated as of November 17, 2000 (as amended, changed or modified from
time to time, the "Indenture"), between the Issuer and the Trustee.  The terms
of the Notes include those stated in

_______________
/4/ Appropriate adjustments should be made to this sentence when the Reset Notes
are issued.


                                      A-5

<PAGE>

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. The Trustee shall, upon a written
order of the Issuer signed by an Officer, authenticate (i) Notes for original
issue in the aggregate principal amount at maturity of $604,557,000 or (ii)
following the Reset Determination Date, Reset Notes for original issue in the
aggregate principal amount at maturity of the Reset Notes as determined in
accordance with Section 2.13 of the Indenture. The Notes and Reset Notes are
senior subordinated unsecured obligations of the Company.

5.  OPTIONAL REDEMPTION.  At any time on or prior to June 30, 2004, the Issuer
shall have the option to redeem the Notes, in whole or in part, at the option of
the Issuer, upon not less than 30 nor more than 60 days' notice, at a redemption
price equal to 100% of the Accreted Value as of the redemption date of the Notes
to be redeemed.  From July 1, 2004 until (and including) the Reset Date, the
Issuer shall not have the option to redeem the Notes pursuant to Section 3.07 of
the Indenture.  Thereafter, the Issuer shall have the option to redeem the Reset
Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of the Accreted Value as of
the redemption date) set forth below if redeemed during the periods indicated
below:


Dates                                Percentages
-----                                --------------------------------------
October 1, 2004 - June 30, 2005      100 + (1/2 x Reset Accretion Rate)%
July 1, 2005 - June 30, 2006         100 + (1/3 x Reset Accretion Rate)%
July 1, 2006 - June 30, 2007         100 + (1/6 x Reset Accretion Rate)%
July 1, 2007 and thereafter          100.000%


6.  MANDATORY REDEMPTION.

Except as otherwise provided in Paragraph 7 below, the Issuer shall not be
required to make mandatory redemption payments with respect to the Notes.

7.  REPURCHASE AT OPTION OF HOLDER.

Upon the occurrence of a Change of Control, each Holder will have the right to
require that the Company purchase all or a portion (in a principal amount equal
to $1,000 or an integral multiple thereof) of such Holders' Notes in cash in
accordance with Section 4.13 of the Indenture ("Change of Control Offer"), at a
purchase price equal to 101% of the Accreted Value thereof plus accrued and
unpaid interest, if any, as of the date of purchase.  Within 30 days following
any Change of Control, the Issuer shall mail a notice to each Holder describing
the transaction or transactions that constitute the Change of Control and
offering to repurchase Notes on the


                                      A-6

<PAGE>

Change of Control Payment Date specified in such notice, pursuant to the
procedures required by the Indenture and described in such notice.

If the Company consummates any Asset Sale, when the aggregate amount of the Net
Proceeds Offer Amount exceeds $30 million, the Issuer shall commence an offer
pursuant to Section 4.09 of the Indenture to all Holders of Notes and all
holders of other Indebtedness that is pari passu with the Notes containing
provisions requiring offers to purchase or redeem with the proceeds of sales of
assets to purchase the maximum principal amount of Notes and such other pari
passu Indebtedness that may be purchased out of the Net Proceeds Offer Amount
(which amount includes the entire amount of the Net Proceeds).  The offer price
in any Net Proceeds Offer will be payable in cash and equal to 100% of the
Accreted Value of the Notes to be purchased, plus accrued and unpaid interest
thereon, if any, to the date of purchase.  If any Net Proceeds Offer Amount
remains after consummation of a Net Proceeds Offer, the Company may use such Net
Proceeds Offer Amount for any purpose not otherwise prohibited by the Indenture.
If the aggregate Accreted Value of Notes and such other pari passu Indebtedness
tendered into such Net Proceeds Offer exceeds the amount of the Net Proceeds
Offer Amount, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis.  Upon completion of each Net
Proceeds Offer, the amount of Net Proceeds Offer Amount shall be reset at zero.
Holders of Notes that are the subject of an offer to purchase will receive a Net
Proceeds Offer from the Company prior to any related purchase date and may elect
to have such Notes purchased by completing the form entitled "Option of Holder
to Elect Purchase" on the reverse of the Notes.

8.  NOTICE OF REDEMPTION.  Notice of redemption will be mailed by first class
mail at least 30 days but not more than 60 days before the redemption date to
each Holder whose Notes are to be redeemed at its registered address.  No Notes
of $1,000 or less may be redeemed in part.  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, Notes or portions thereof called for redemption shall cease to accrue
interest or cease to accrete value, as the case may be.

9.  DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000.  The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture.  The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
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.

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



                                      A-7

<PAGE>

11.  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 Accreted Value of the Notes then outstanding,
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 Accreted Value of the Notes then outstanding.  Without the consent of any
Holder of a Note, the Issuer and the Trustee may amend or supplement the
Indenture or the Notes to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Issuer's obligations to Holders of
Notes in the case of a merger or consolidation or sale of all or substantially
all of the assets of the Issuer, as the case may be, to make any change that
would provide any additional rights or benefits to the Holders of Notes or that
does not adversely affect the legal rights under the Indenture of any such
Holder, or to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA or otherwise as
necessary to comply with applicable law.  In addition, concurrently with the
issuance of the Reset Notes in exchange for this Note, the Indenture will be
amended to reflect such exchange.

12.  DEFAULTS AND REMEDIES.  Each of the following shall be an "Event of
Default":  (i) the failure to pay interest on the Notes when the same becomes
due and payable and such Default continues for a period of 30 days; (ii) the
failure to pay Accreted Value on any Notes, when such Accreted Value becomes due
and payable, at maturity, upon redemption or otherwise (including the failure to
make a payment to purchase Notes tendered pursuant to a Change of Control Offer
or a Net Proceeds Offer); (iii) a default in the observance or performance of
any other covenant or agreement contained in this Indenture, which default
continues for a period of 60 days after the Company receives written notice
thereof specifying the default (and demanding that such default be remedied)
from the Trustee or the Holders of at least 25% of the Accreted Value of the
Notes outstanding (except in the case of a default with respect to Section 5.01,
which will constitute an Event of Default with such notice requirement but
without such passage of time requirement); (iv) the failure to pay at the final
maturity (giving effect to any applicable grace periods and any extensions
thereof) the principal amount of any Indebtedness of the Company or any
Restricted Subsidiary of the Company or the acceleration of the final stated
maturity of any such Indebtedness if the aggregate principal amount of such
Indebtedness, together with the principal amount of any other such Indebtedness
in default for failure to pay principal at final maturity or which has been
accelerated, aggregates $25 million or more at any time and such Indebtedness
has not been discharged in full or such acceleration has not been rescinded or
annulled within 30 days of such final maturity or acceleration; (v) one or more
judgments in an aggregate amount in excess of $25 million (which are not covered
by third party insurance as to which the insurer has not disclaimed coverage)
shall have been rendered against the Company or any of its Restricted
Subsidiaries and such judgment or judgments remain undischarged, unpaid or
unstayed for a period of 60 days after such judgment or judgments become final
and nonappealable; (vi) the Company or any Restricted Subsidiary which is also a
Significant Subsidiary (A) commences a voluntary case or proceeding under any
Bankruptcy Law with respect to itself, (B) consents to the entry of a judgment,
decree or order for relief



                                      A-8

<PAGE>

against it in an involuntary case or proceeding under any Bankruptcy Law, (C)
consents to the appointment of a custodian of it or for substantially all of its
property, (D) consents to or acquiesces in the institution of a bankruptcy or an
insolvency proceeding against it or (E) makes a general assignment for the
benefit of its creditors; or (vii) a court of competent jurisdiction enters a
judgment, decree or order for relief in respect of the Company or any Restricted
Subsidiary which is also a Significant Subsidiary in an involuntary case or
proceeding under any Bankruptcy Law, which shall (A) approve as properly filed a
petition seeking reorganization, arrangement, adjustment or composition in
respect of the Company or any Significant Subsidiary, (B) appoint a custodian of
the Company or any Significant Subsidiary or for substantially all of its
property or (C) order the winding-up or liquidation of its affairs; and such
judgment, decree or order shall remain unstayed and in effect for a period of 60
consecutive days. If an Event of Default arising from certain events of
bankruptcy or insolvency with respect to the Company or a Significant Subsidiary
occurs and is continuing, then all outstanding Notes will become due and payable
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee by written notice to the Issuer or the Holders of at
least 25% in aggregate Accreted Value of the outstanding Notes by written notice
to the Issuer and the Trustee may declare all the Notes, together will all
accrued and unpaid interest, to be due and payable. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in Accreted Value of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in Accreted Value of the Notes then
outstanding by notice to the Trustee may 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 Accreted Value of or interest on, if any, on
any Note. The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture. Upon becoming aware of any Default or
Event of Default, the Company is required to deliver to the Trustee a statement
specifying such Default or Event of Default.

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

14.  NO RECOURSE AGAINST OTHERS.  A director, officer, employee, incorporator,
member or stockholder of the Issuer, as such, shall not have any liability for
any obligations of the Issuer under the Notes or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability.  The
waiver and release are part of the consideration for the issuance of the Notes.

15.  GOVERNING LAW.  This Note and the Indenture shall be governed by and
construed in accordance with the laws of the State of New York, as applied to
contracts made and performed within the State of New York, without regard to
principles of conflict of laws.


                                      A-9

<PAGE>

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

17.  ABBREVIATIONS.  Customary abbreviations may be used in the name of a Holder
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

18.  ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES.   In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement.

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


                           Huntsman ICI Holdings LLC
                            c/o Huntsman Corporation
                                500 Huntsman Way
                           Salt Lake City, Utah 84108
                        Attention:  Corporate Secretary
                          Telecopier No.: 801-584-5799




                                     A-10

<PAGE>

                                Assignment Form

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                              (Insert assignee's legal name)

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



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


and irrevocably appoint_________________________________________________________
to transfer this Note on the books of the 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*:____________________________

*  Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).



                                     A-11

<PAGE>

Option of Holder to Elect Purchase

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.09 or Section 4.13 of the Indenture, check the appropriate box below:

     [_]  Section 4.09

     [_]  Section 4.13

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.09 or Section 4.13 of the Indenture, state the principal
amount at maturity that you elect to have purchased:

$

Date:____________________________

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

               Tax Identification No.:_____________________________________


Signature Guarantee*:__________________________

*  Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).




                                     A-12

<PAGE>

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

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



Date of      Amount of       Amount of increase    Principal       Signature of
Exchange     decrease in     in Principal Amount   Amount of       authorized
             Principal       of this Global Note   this Global     officer of
             Amount of this                        Note            Trustee or
             Global Note                           following       Note
                                                   such decrease   Custodian
                                                   (or increase)


                                     A-13
<PAGE>

                                                                       EXHIBIT B


                        FORM OF CERTIFICATE OF TRANSFER

Huntsman ICI Holdings LLC
500 Huntsman Way
Salt Lake City, Utah 84108


Bank One, N.A.
100 East Broad Street
8th Floor
Columbus, Ohio 43215
Attn:  Corporate Trust Department


Re:   [___]% Senior Subordinated Reset Discount Notes due 2009

     Reference is hereby made to the Amended and Restated Indenture, dated as of
November 17, 2000 (as amended, changed or modified from time to time, the
"Indenture"), between Huntsman ICI Holdings LLC  (the "Company" or the
"Issuer"), and Bank One, N.A., 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


                                      B-1

<PAGE>

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 and (iii) the transaction is not part of a plan or
scheme to evade the registration requirements of 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 Regulation S Global Note and/or the Definitive Note and in
the Indenture and the Securities Act.

3. [_] (Check and complete if Transferee will take delivery of a beneficial
interest in a Definitive Note pursuant to any provision of the Securities Act
other than Rule 144A or Regulation S.)  The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in
Restricted Global Notes and Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act and any applicable blue sky securities laws
of any state of the United States, and accordingly the Transferor hereby further
certifies that (check one):

   (a) [_]  such Transfer is being effected pursuant to and in accordance with
Rule 144 under the Securities Act;
                                       or
   (b) [_]  such Transfer is being effected to the Company or a subsidiary
thereof;
                                       or
   (c) [_]  such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act;

                                       or
   (d) [_]  such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the



                                      B-2

<PAGE>

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 Restricted Global Note and/or the Definitive Notes and in the Indenture and
the Securities Act.

4. [_] (Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive Note.)

   (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



                                      B-3

<PAGE>

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-4

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.  The Transferor owns and proposes to transfer the following:

                           [CHECK ONE OF (a) OR (b)]

    (a) [_]    A beneficial interest in the:

        (i)    [_]  144A Global Note (CUSIP          ), or

        (ii)   [_]  Regulation S 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)  [_]  Unrestricted Global Note (CUSIP   ); or

    (b) [_]    a Restricted Definitive Note; or

    (c) [_]    an Unrestricted Definitive Note,

    in accordance with the terms of the Indenture.


                                      B-5

<PAGE>

                                                                       EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Huntsman ICI Holdings LLC
500 Huntsman Way
Salt Lake City, Utah 84108

Bank One, N.A.
100 East Broad Street
8th Floor
Columbus, Ohio 43215
Attn:  Corporate Trust Department

Re:   [____]% Senior Subordinated Reset Discount Notes due 2009

                              (CUSIP ____________)

     Reference is hereby made to the Amended and Restated Indenture, dated as of
November 17, 2000 (as amended, changed or modified from time to time the
"Indenture"), between Huntsman ICI Holdings LLC (the "Company" or the "Issuer")
and Bank One, N.A., 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 equal in
Accreted Value, 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.




                                      C-1

<PAGE>

     (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 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.



                                      C-2

<PAGE>

     (b)   Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
[_] 144A Global Note or [_] Regulation S Global Note with an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer and (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, and in compliance with any applicable blue sky securities laws of any state
of the United States. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the beneficial interest issued will be subject
to the restrictions on transfer enumerated in the Private Placement Legend
printed on the relevant Restricted Global Note and in the Indenture and the
Securities Act.

     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

<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Huntsman ICI Holdings LLC
500 Huntsman Way
Salt Lake City, Utah  84108

Bank One, N.A.
100 East Broad Street
8th Floor
Columbus, Ohio 43215
Attn:  Corporate Trust Department

Re:   [_____]% Senior Subordinated Reset Discount Notes due 2009

Reference is hereby made to the Amended and Restated Indenture, dated as of
November 17, 2000 (as amended, changed or modified from time to time, the
"Indenture"), between Huntsman ICI Holdings LLC (the "Company" or the "Issuer")
and Bank One, N.A., as trustee.  Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

     In connection with our proposed purchase of $       aggregate principal
amount of:

     (a) [_]   a beneficial interest in a Global Note, or

     (b) [_]   a Definitive Note,

we confirm that:

     1.  We understand that any subsequent transfer of the Notes or any interest
therein is subject to certain restrictions and conditions set forth in the
Indenture and the undersigned agrees to be bound by, and not to resell, pledge
or otherwise transfer the Notes or any interest therein except in compliance
with, such restrictions and conditions and the United States Securities Act of
1933, as amended (the "Securities Act").

     2.  We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence.  We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any 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


                                      D-1

<PAGE>

such transfer, furnishes (or has furnished on its behalf by a U.S. broker-
dealer) to you and to the Company a signed letter substantially in the form of
this letter and an Opinion of Counsel in form reasonably acceptable to the
Company to the effect that such transfer is in compliance with the Securities
Act, (D) outside the United States in accordance with Rule 904 of Regulation S
under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under
the Securities Act or (F) pursuant to an effective registration statement under
the Securities Act, and we further agree to provide to any person purchasing the
Definitive Note or beneficial interest in a Global Note from us in a transaction
meeting the requirements of clauses (A) through (E) of this paragraph a notice
advising such purchaser that resales thereof are restricted as stated herein.

     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 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 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