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                                                                     EXHIBIT 4.6

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                                    INDENTURE

                           Dated as of March 13, 2001

                                      Among

                     HUNTSMAN INTERNATIONAL LLC, as Issuer,

                       each of the Guarantors named herein

                                       and

                        The Bank of New York, as Trustee

                                   ----------

                   10 1/8% Senior Subordinated Notes due 2009

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

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                                TABLE OF CONTENTS

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<S>                   <C>                                                                              <C>
                                   ARTICLE ONE

                      DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.         Definitions.......................................................................1
SECTION 1.02.         Incorporation by Reference of TIA................................................36
SECTION 1.03.         Rules of Construction............................................................36

                                   ARTICLE TWO

                                    THE NOTES

SECTION 2.01.         Form and Dating..................................................................37
SECTION 2.02.         Execution and Authentication;
                         Aggregate Principal Amount....................................................39
SECTION 2.03.         Registrar and Paying Agent.......................................................40
SECTION 2.04.         Paying Agent To Hold Assets in Trust.............................................41
SECTION 2.05.         Holder Lists.....................................................................41
SECTION 2.06.         Transfer and Exchange............................................................42
SECTION 2.07.         Replacement Notes................................................................42
SECTION 2.08.         Outstanding Notes................................................................43
SECTION 2.09.         Treasury Notes...................................................................44
SECTION 2.10.         [intentionally omitted]..........................................................44
SECTION 2.11.         Cancellation.....................................................................44
SECTION 2.12.         Defaulted Interest...............................................................45
SECTION 2.13.         CUSIP Numbers....................................................................45
SECTION 2.14.         Deposit of Moneys................................................................46
SECTION 2.15.         Book-Entry Provisions for Global Securities......................................46
SECTION 2.16.         Transfer and Exchange of Securities..............................................48
SECTION 2.17.         Special Transfer Provisions......................................................56
SECTION 2.18.         Issuance of Additional Notes.....................................................56

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.         Notices to Trustee...............................................................58
SECTION 3.02.         Selection of Notes To Be Redeemed................................................58
SECTION 3.03.         Notice of Redemption.............................................................58
SECTION 3.04.         Effect of Notice of Redemption...................................................59
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<S>                   <C>                                                                              <C>
SECTION 3.05.         Deposit of Redemption Price......................................................60
SECTION 3.06.         Notes Redeemed in Part...........................................................60

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.         Payment of Notes.................................................................60
SECTION 4.02.         Maintenance of Office or Agency..................................................61
SECTION 4.03.         Limitation on Restricted Payments................................................61
SECTION 4.04.         Corporate Existence..............................................................63
SECTION 4.05.         Payment of Taxes and Other Claims................................................64
SECTION 4.06.         Maintenance of Properties and Insurance..........................................64
SECTION 4.07.         Compliance Certificate; Notice of Default........................................65
SECTION 4.08.         Compliance with Laws.............................................................65
SECTION 4.09.         Reports to Holders...............................................................66
SECTION 4.10.         Waiver of Stay, Extension or Usury Laws..........................................67
SECTION 4.11.         Limitations on Transactions with Affiliates......................................67
SECTION 4.12.         Limitation on Incurrence of Additional Indebtedness..............................68
SECTION 4.13.         Limitation on Dividend and Other Payment Restrictions Affecting
                         Subsidiaries..................................................................69
SECTION 4.14.         Change of Control................................................................70
SECTION 4.15.         Limitation on Asset Sales........................................................73
SECTION 4.16.         Prohibition on Incurrence of Senior Subordinated Debt............................77
SECTION 4.17.         Limitation on Preferred Stock of
                         Restricted Subsidiaries.......................................................78
SECTION 4.18.         Limitation on Liens..............................................................78
SECTION 4.19.         Limitation of Guarantees by Restricted Subsidiaries..............................78
SECTION 4.20.         Conduct of Business..............................................................79
SECTION 4.21.         Capital Stock of Certain Subsidiaries............................................80

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.         Merger, Consolidation and Sale of Assets.........................................81
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<S>                   <C>                                                                             <C>
SECTION 5.02.         Successor Corporation Substituted................................................83

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01.         Events of Default................................................................83
SECTION 6.02.         Acceleration.....................................................................85
SECTION 6.03.         Other Remedies...................................................................86
SECTION 6.04.         Waiver of Past Defaults..........................................................87
SECTION 6.05.         Control by Majority..............................................................87
SECTION 6.06.         Limitation on Suits..............................................................87
SECTION 6.07.         Rights of Holders To Receive Payment.............................................88
SECTION 6.08.         Collection Suit by Trustee.......................................................88
SECTION 6.09.         Trustee May File Proofs of Claim.................................................88
SECTION 6.10.         Priorities.......................................................................89
SECTION 6.11.         Undertaking for Costs............................................................90

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.         Duties of Trustee................................................................90
SECTION 7.02.         Rights of Trustee................................................................91
SECTION 7.03.         Individual Rights of Trustee.....................................................93
SECTION 7.04.         Trustee's Disclaimer.............................................................93
SECTION 7.05.         Notice of Default................................................................94
SECTION 7.06.         Reports by Trustee to Holders....................................................94
SECTION 7.07.         Compensation and Indemnity.......................................................95
SECTION 7.08.         Replacement of Trustee...........................................................96
SECTION 7.09.         Successor Trustee by Merger, Etc.................................................97
SECTION 7.10.         Eligibility; Disqualification....................................................97
SECTION 7.11.         Preferential Collection of Claims
                         Against the Company...........................................................98

                                  ARTICLE EIGHT

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01.         Termination of the Company's Obligations.........................................98
SECTION 8.02.         Acknowledgment of Discharge by Trustee..........................................101
SECTION 8.03.         Application of Trust Money......................................................102
SECTION 8.04.         Repayment to the Company........................................................102
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<S>                   <C>                                                                             <C>
SECTION 8.05.         Reinstatement...................................................................102

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.         Without Consent of Holders......................................................103
SECTION 9.02.         With Consent of Holders.........................................................103
SECTION 9.03.         Compliance with TIA.............................................................105
SECTION 9.04.         Revocation and Effect of Consents...............................................105
SECTION 9.05.         Notation on or Exchange of Notes................................................106
SECTION 9.06.         Trustee To Sign Amendments, Etc.................................................106

                                   ARTICLE TEN

                             SUBORDINATION OF NOTES

SECTION 10.01.        Notes Subordinated to Senior Debt...............................................107
SECTION 10.02.        Suspension of Payment When Senior Debt Is in Default............................107
SECTION 10.03.        Notes Subordinated to Prior Payment of All Senior Debt on Dissolution,
                         Liquidation or Reorganization of Company.....................................109
SECTION 10.04.        Holders To Be Subrogated to Rights of
                         Holders of Senior Debt.......................................................111
SECTION 10.05.        Obligations of the Company Unconditional........................................112
SECTION 10.06.        Trustee Entitled To Assume Payments
                         Not Prohibited in Absence of Notice..........................................113
SECTION 10.07.        Application by Trustee of Assets
                         Deposited with It............................................................114
SECTION 10.08.        No Waiver of Subordination Provisions...........................................114
SECTION 10.09.        Holders Authorize Trustee To Effectuate Subordination of Notes..................115
SECTION 10.10.        Right of Trustee To Hold Senior Debt............................................115
SECTION 10.11.        No Suspension of Remedies.......................................................116
SECTION 10.12.        No Fiduciary Duty of Trustee to
                         Holders of Senior Debt.......................................................116
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                                 ARTICLE ELEVEN

                               GUARANTEE OF NOTES
<S>                   <C>                                                                             <C>
SECTION 11.01.        Unconditional Guarantee.........................................................116
SECTION 11.02.        Limitations on Guarantees.......................................................118
SECTION 11.03.        Execution and Delivery of Guarantee.............................................118
SECTION 11.04.        Release of a Guarantor..........................................................119
SECTION 11.05.        Waiver of Subrogation...........................................................120
SECTION 11.06.        Immediate Payment...............................................................121
SECTION 11.07.        No Set-Off......................................................................121
SECTION 11.08.        Obligations Absolute............................................................121
SECTION 11.09.        Obligations Continuing..........................................................121
SECTION 11.10.        Obligations Not Reduced.........................................................122
SECTION 11.11.        Obligations Reinstated..........................................................122
SECTION 11.12.        Obligations Not Affected........................................................122
SECTION 11.13.        Waiver..........................................................................124
SECTION 11.14.        No Obligation To Take Action Against
                         the Company..................................................................124
SECTION 11.15.        Dealing with the Company and Others.............................................124
SECTION 11.16.        Default and Enforcement.........................................................125
SECTION 11.17.        Amendment, Etc..................................................................125
SECTION 11.18.        Acknowledgment..................................................................125
SECTION 11.19.        Costs and Expenses..............................................................125
SECTION 11.20.        No Merger or Waiver; Cumulative Remedies........................................126
SECTION 11.21.        Survival of Obligations.........................................................126
SECTION 11.22.        Guarantee in Addition to Other Obligations......................................126
SECTION 11.23.        Severability....................................................................126
SECTION 11.24.        Successors and Assigns..........................................................127

                                 ARTICLE TWELVE

                           SUBORDINATION OF GUARANTEE

SECTION 12.01.        Guarantee Obligations Subordinated to Guarantor Senior Debt.....................127
SECTION 12.02.        Suspension of Guarantee Obligations When Guarantor Senior Debt Is in
                         Default......................................................................127
SECTION 12.03.        Guarantee Obligations Subordinated to Prior Payment of All Guarantor Senior
                         Debt on Dissolution, Liquidation or Reorganization of Such Subsidiary
                         Guarantor....................................................................130
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<S>                   <C>                                                                             <C>
SECTION 12.04.        Holders of Guarantee Obligations To Be Subrogated to Rights of Holders of
                         Guarantor Senior Debt........................................................131
SECTION 12.05.        Obligations of the Guarantors
                         Unconditional................................................................132
SECTION 12.06.        Trustee Entitled To Assume Payments
                         Not Prohibited in Absence of Notice..........................................134
SECTION 12.07.        Application by Trustee of Assets
                         Deposited with It............................................................134
SECTION 12.08.        No Waiver of Subordination Provisions...........................................134
SECTION 12.09.        Holders Authorize Trustee To Effectuate Subordination of Guarantee
                         Obligations..................................................................135
SECTION 12.10.        Right of Trustee To Hold Guarantor
                         Senior Indebtedness..........................................................136
SECTION 12.11.        No Suspension of Remedies.......................................................136
SECTION 12.12.        No Fiduciary Duty of Trustee to
                         Holders of Guarantor Senior Debt.............................................136

                          ARTICLE THIRTEEN

                                  MISCELLANEOUS

SECTION 13.01.        TIA Controls....................................................................137
SECTION 13.02.        Notices.........................................................................137
SECTION 13.03.        Communications by Holders with Other
                         Holders......................................................................138
SECTION 13.04.        Certificate and Opinion as to
                         Conditions Precedent.........................................................139
SECTION 13.05.        Statements Required in Certificate or
                         Opinion......................................................................139
SECTION 13.06.        Rules by Trustee, Paying Agent, Registrar.......................................140
SECTION 13.07.        Legal Holidays..................................................................140
SECTION 13.08.        Governing Law...................................................................140
SECTION 13.09.        No Adverse Interpretation of Other
                         Agreements...................................................................140
SECTION 13.10.        No Recourse Against Others......................................................140
SECTION 13.11.        Successors......................................................................141
SECTION 13.12.        Duplicate Originals.............................................................141
SECTION 13.13.        Severability....................................................................141
SECTION 13.14.        Independence of Covenants.......................................................141

SIGNATURES............................................................................................S-1
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<S>               <C>
Exhibit A-1-      Form of Restricted Dollar Note
Exhibit A-2-      Form of Restricted Euro Note
Exhibit A-3-      Form of Dollar Note
Exhibit A-4-      Form of Euro Note
Exhibit B  -      Form of Legend for Global Notes
Exhibit C  -      Form of Transfer Certificates
Exhibit D  -      Form of IAI Transfer Certificate
Exhibit E  -      Form of Guarantee
Exhibit F  -      Form of Incumbency Certificate
</Table>

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

                                      -vii-
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          INDENTURE, dated as of March 13, 2001, among HUNTSMAN INTERNATIONAL
LLC, a Delaware limited liability company (the "Company"), each of the
Guarantors named herein, as guarantors, and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee").

          The Company has duly authorized the creation of an issue of (i) euro
denominated Senior Subordinated Notes due 2009 in the form of EU200,000,000
aggregate principal amount of Initial Notes (as defined below), and (ii) such
Additional Notes (as defined below) to be denominated in euros (together with
the Initial Notes, the "Euro Notes") or U.S. dollars (the "Dollar Notes") in
aggregate principal amount not to exceed EU500,000,000, in the case of Euro
Notes, or, without duplication, $500,000,000, in the case of Dollar Notes (such
amounts as determined in accordance with Section 2.18), that the Company may
from time to time choose to issue pursuant to this Indenture, and, to provide
therefor. The Company has duly authorized the execution and delivery of this
Indenture.

          Each party hereto agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Company's
Notes:

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.       DEFINITIONS.

          "Acceleration Notice" has the meaning provided in Section 6.02.

          "Acquired Indebtedness" means Indebtedness of a Person or any of its
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of
the Company or at the time it merges or consolidates with the Company or any of
its Restricted Subsidiaries or assumed in connection with the acquisition of
assets from such Person and in each case not incurred by such Person in
connection with, or in anticipation or contemplation of, such Person becoming a
Restricted Subsidiary of the Company or such acquisition, merger or
consolidation, except for Indebtedness of a Person or any of its Subsidiaries
that is repaid at the time such Person becomes a Restricted Subsidiary of the
Company or at the time it merges or consolidates with the Company or any of its
Restricted Subsidiaries.

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                                       -2-

          "Additional Notes" means not less than EU50 million (or $50 million,
in the case of Dollar Notes) per issuance in aggregate principal amount of notes
(other than the Initial Notes and other than Exchange Notes issued pursuant to
an exchange offer for such Additional Notes under this Indenture or issuances
under Section 2.07 or 2.16) not to exceed EU700 million, in the case of Euro
Notes (or $700 million, without duplication, in the case of Dollar Notes) issued
under this Indenture from time to time in accordance with Sections 2.01, 2.02,
2.18 and 4.12 hereof.

          "Affiliate" means, with respect to any specified Person, any other
Person who directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such specified Person. The
term "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative of the
foregoing; provided, however, that none of the Initial Purchasers or their
respective Affiliates shall be deemed to be an Affiliate of the Company.

          "Affiliate Transaction" has the meaning provided in Section 4.11.

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

          "Agent Member" means, with respect to any Depository, any member of,
or participant in, such Depository.

          "Applicable Procedures" has the meaning provided in Section
2.16(a) (ii).

          "Asset Acquisition" means (a) an Investment by the Company or any
Restricted Subsidiary of the Company in any other Person pursuant to which such
Person shall become a Restricted Subsidiary of the Company or of any Restricted
Subsidiary of the Company, or shall be merged with or into the Company or of any
Restricted Subsidiary of the Company, or (b) the acquisition by the Company or
any Restricted Subsidiary of the Company of the assets of any Person (other than
a Restricted Subsidiary of the Company) which constitute all or substantially
all of the assets of such Person or comprises any division or line of business
of such Person or any other properties

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                                       -3-

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 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 Company or
any of its Restricted Subsidiaries from using the 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 Section
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 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 4.03, (vi) Permitted
Investments and (vii) any merger or other consolidation permitted by Article V.

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                                       -4-

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

          "Board of Managers" means, as to any Person, the Board of Managers,
the board of managers or other similar body of such Person or any duly
authorized committee thereof.

          "Board Resolution" means, with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the Board of Managers 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 a day that is not a Legal Holiday.

          "Capital Stock" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock, including
each class of Common Stock and Preferred Stock of such Person and (ii) with
respect to any Person that is not a corporation, any and all partnership,
membership or other equity interests of such Person.

          "Capitalized Lease Obligation" means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

          "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 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

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                                       -5-

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 equity
offering of the Company, 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 of
the type described hereafter, 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 equity 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

<Page>

                                       -6-

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 capital stock of the Company other than
in a transaction having the approval of the Board of Managers 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 Managers
of the Company.

          "Change of Control Date" has the meaning provided in Section 4.14.

          "Change of Control Offer" has the meaning provided in Section 4.14.

          "Change of Control Payment Date" has the meaning provided in Section
4.14.

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

          "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, Luxembourg, societe anonyme,
formerly Cedelbank.

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

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

          "Common Depositary" means The Bank of New York, London Branch, as
common depositary for Euroclear and depositary for the Euro Denominated
Securities, together with its successors in such capacity.

          "Common Stock" of any Person means any and all shares, interests or
other participations in, and other equivalents (however designated and whether
voting or non-voting) of

<Page>

                                       -7-

such Person's common stock, whether outstanding on the Issue Date or issued
after the Issue Date, and includes, without limitation, all series and classes
of such common stock.

          "Company" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means such
successor and also includes for the purposes of any provision contained herein
and required by the TIA any other obligor on the Notes.

          "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) and Permitted Tax
Distributions paid during such period, (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 Consolidated EBITDA of such Person during the four full
fiscal quarters for which financial statements are available under Section 4.09
(the "Four Quarter Period") ending on or prior to the date of the transaction
giving rise to the need to calculate the Consolidated Fixed Charge Coverage
Ratio (the "Transaction Date") to Consolidated Fixed Charges of such Person for
the Four Quarter Period. In addition to and without limitation of the foregoing,
for purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed
Charges" shall be calculated after giving effect on a PRO FORMA basis for the
period of such calculation to (i) 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

<Page>

                                       -8-

of the proceeds thereof), occurred on the first day of the Four Quarter Period
and (ii) 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 Person or one of its Restricted Subsidiaries (including any
Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition)
incurring, assuming or otherwise being liable for Acquired Indebtedness and also
including any Consolidated EBITDA (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 Indebtedness) occurred on the first day of the Four Quarter
Period. If such Person or any of its Restricted Subsidiaries directly or
indirectly guarantees Indebtedness of a 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 Interest Swap 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

<Page>

                                       -9-

Stock of such Person and its Restricted Subsidiaries (other than dividends paid
in Qualified Capital 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 Interest Expense" means, with respect to any Person for
any period, the sum of, without duplication: (i) the aggregate of the interest
expense of such Person and its Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP, including without
limitation, (a) any amortization of debt discount and amortization or write-off
of deferred financing costs, (b) the net costs under Interest Swap Obligations,
(c) all capitalized interest and (d) the interest portion of any deferred
payment obligation; and (ii) the interest component of Capitalized Lease
Obligations paid, accrued and/or scheduled to be paid or accrued by such Person
and its Restricted Subsidiaries during such period as determined on a
consolidated basis in accordance with GAAP.

          "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 plus (y) cash dividends or distributions paid to such Person by any
other Person (the "Payor") other than a Restricted Subsidiary of the referent
Person, to the extent not otherwise included in Consolidated Net Income, which
have been derived from operating cash flow of the Payor; 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 distributions by that Restricted
Subsidiary of that income is restricted; PROVIDED, HOWEVER, that the net income
of Foreign Subsidiaries shall not be excluded in any calculation of Consolidated
Net Income of the Company as a result of application of this clause (d) if the
restriction on dividends or similar distribution results from consensual
restrictions,

<Page>

                                      -10-

(e) the net income or loss 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 June 30, 1999, (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, (i) all gains or losses from the cumulative effect
of any change in accounting principles and (j) the net amount of all Permitted
Tax Distributions made during such period.

          "Consolidated Net Worth" of any Person means the consolidated
stockholders' equity (or equivalent) of such Person, determined on a
consolidated basis in accordance with GAAP, less (without duplication) amounts
attributable to Disqualified Capital 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 charges
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 charges
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 Managers" means, as of any date, the collective reference
to (i) all members of the Board of Managers of the Company who have held office
continuously since a date no later than the later of (x) twelve months prior to
the Company's initial public equity offering and (y) the Issue Date, and (ii)
all members of the Board of Managers 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 Managers
in office immediately prior to such appointment or nomination or by the Huntsman
Group.

<Page>

                                      -11-

          "Contribution Agreement" means the Contribution Agreement dated as of
April 15, 1999 (as amended and in effect on the Issue Date) between ICI,
Huntsman Specialty and Huntsman International Holdings LLC, as amended or
restated from time to time.

          "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at the 48th Floor, One Canada Square,
London E14 5 AL, United Kingdom, Attention: Corporate Trust Administration, or
such other address as the Trustee may designate from time to time by notice to
the Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as a successor Trustee may designate
from time to time by notice to the Holders and the Company).

          "Covenant Defeasance" has the meaning set forth in Section 8.01.

          "Credit Facilities" means the senior secured Credit Agreement, dated
as of April 15, 1999 among the Company and the financial institutions party
thereto, together with the related documents thereto (including, without
limitation, any guarantee agreements and security documents). In each case as
such agreements may be amended (including any amendment and restatement
thereof), supplemented, extended or otherwise modified from time to time, and
any one or more debt facility, indenture or other agreement 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 under Section 4.12) or making
Restricted Subsidiaries of the Company a borrower, additional borrower or
guarantor thereunder) all or any portion of the Indebtedness under such
agreement or any successor or replacement agreement and whether including any
additional obligors or with the same or any other agent, lender or group of
lenders or with other financial institutions or lenders.

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

<Page>

                                      -12-

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

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

          "Depositary" means DTC or the Common Depositary, as the case may be.

          "Designated Senior Debt" means (i) Senior Debt 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 $100,000,000 and is specifically designated in the instrument evidencing
such Senior Debt as "Designated Senior Debt" by the Company.

          "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Notes and to have satisfied all the obligations under this Indenture relating to
the Notes (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same upon compliance by the Company with the
provisions of Article Eight), except (i) the rights of the Holders of Notes to
receive, from the trust fund described in Article Eight, payment of the
principal of and the interest on such Notes when such payments are due, (ii) the
Company's obligations with respect to the Notes under Sections 2.03 through
2.07, 7.07 and 7.08 and (iii) the rights, powers, trusts, duties and immunities
of the Trustee hereunder.

          "Disqualified Capital Stock" means that portion of any Capital Stock
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the sole option of the holder
thereof on or prior to the final maturity date of the Notes.

          "Dollar Paying Agent" means an office or agency of the Company where
Dollar Notes may be presented for payment.

          "Dollar Registrar" means an office or agency of the Company in the
borough of Manhattan, the City of New York, where Dollar Notes may be presented
for registration of transfer or exchange.

<Page>

                                      -13-

          "Domestic Subsidiary" means any Subsidiary other than a Foreign
Subsidiary.

          "DTC" means the Depository Trust Company, its nominees and successors.

          "Equity Offering" has the meaning provided in paragraph 5 of the
Notes.

          "euro" or "EU" means the currency introduced at the start of the third
stage of economic and monetary union pursuant to the Treaty of Rome establishing
the European Community, as amended by the Treaty on European Union, signed at
Maastricht on February 7, 1992.

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

          "Euro Obligations" means non-callable government obligations of any
member nation of the European Union whose official currency is the Euro, rated
AAA or better by S&P and Aaa or better by Moodys.

          "Euro Paying Agent" means an office or agency of the Company where
Euro Notes may be presented for payment.

                  "Euro Registrar" means an office or agency of the Company
where Euro Notes may be presented for registration of transfer or exchange.

          "Event of Default" has the meaning provided in Section 6.01.

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

          "Exchange Notes" means, with respect to the Initial Notes, notes
issued in exchange for the Initial Notes pursuant to the terms of the
Registration Rights Agreement or, with respect to any Additional Notes, notes
issued in exchange for such Additional Notes pursuant to the terms of a
registration rights agreement among the Company, the Guarantors and the initial
purchasers of such issuance of Additional Notes.

          "Existing Notes" means the $600,000,000 aggregate principal amount and
EU200,000,000 aggregate principal amount of the Company's 10 1/8% Senior
Subordinated Notes due 2009.

<Page>

                                      -14-

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

          "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 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
(other than a Guarantor) organized under the laws of, and conducting a
substantial portion of its business in, any jurisdiction other than the United
States or any state thereof or the District of Columbia.

          "Funds" means the aggregate amount of U.S. Legal Tender and/or U.S.
Government Obligations (in the case of Dollar Notes) and euros and/or Euro
Obligations (in the case of the Euro Notes) deposited with the Trustee pursuant
to Article Eight.

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

<Page>

                                      -15-

other entity as may be approved by a significant segment of the accounting
profession of the United States, which are in effect as of the Issue Date.

          "Global Security" means a Regulation S Global Security (or
Unrestricted Global Security) or a Restricted Global Security.

          "Guarantee" means the guarantee of a Guarantor of the obligations of
the Company under the Indenture and the Notes.

          "Guarantor" means (i) each of TG, HI Financial and Tioxide Americas,
Inc., Eurofuels LLC, Eurostar Industries LLC, Huntsman EA Holdings LLC, Huntsman
Ethyleneamines Ltd., Huntsman International Fuels, L.P., Huntsman Propylene
Oxide Holdings LLC, Huntsman Propylene Oxide Ltd, and Huntsman Texas Holdings
LLC and (ii) each of the Company's Restricted Subsidiaries that in the future
executes a supplemental indenture in which such Restricted Subsidiary agrees to
be bound by the terms of this Indenture as a Guarantor; PROVIDED that any Person
constituting a Guarantor as described above shall cease to constitute a
Guarantor when its respective Guarantee is released in accordance with the terms
of this Indenture.

          "Guarantor Senior Debt" means with respect to any Guarantor, (i) 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 a Guarantor, whether
outstanding on the Issue Date or thereafter created, incurred or assumed,
unless, in the case of any particular Indebtedness, the 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
Guarantee of such Guarantor. Without limiting the generality of the foregoing,
"Guarantor 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, (w) all monetary obligations of
every nature of a Guarantor in respect of the Credit Facilities, including,
without limitation, obligations to pay principal and interest, reimbursement
obligations under letters of credit, fees, expenses and indemnities, (x) all
monetary obligations of every nature of a Guarantor evidenced by a promissory
note and

<Page>

                                      -16-

which is, directly or indirectly, pledged as security for the obligations
of the Company under the Credit Facilities, (y) all Interest Swap Obligations
and (z) all obligations under Currency Agreements, in each case whether
outstanding on the Issue Date or thereafter incurred. Notwithstanding
the foregoing, "Guarantor Senior Debt" shall not include (i) any Indebtedness of
such Guarantor to a Restricted Subsidiary of such Guarantor or any Affiliate of
such Guarantor or any of such Affiliate's Subsidiaries other than as described
in clause (x), (ii) Indebtedness to, or guaranteed on behalf of, any
shareholder, director, officer or employee of such Guarantor or any Restricted
Subsidiary of such Guarantor (including, without limitation, amounts owed for
compensation), (iii) Indebtedness to trade creditors and other amounts incurred
in connection with obtaining goods, materials or services, (iv) Indebtedness
represented by Disqualified Capital Stock, (v) any liability for federal, state,
local or other taxes owed or owing by such Guarantor, (vi) Indebtedness incurred
in violation of 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 such Guarantor.

          "HI Financial" means Huntsman International Financial LLC, a Delaware
limited liability company, or any Wholly Owned Restricted Subsidiary of the
Company which complies with all covenants applicable to HI Financial under this
Indenture.

          "Holder" or "Noteholder" means the Person in whose name a Note is
registered on the Registrar's books.

          "Holdings" means Huntsman International Holdings LLC, a Delaware
limited liability company.

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

          "Holdings Zero Coupon Notes" means, collectively, the Senior Discount
Notes due 2009 and the Subordinated Discount Notes due 2009 issued by Holdings,
and any notes into which any such Holdings Zero Coupon Notes may be exchanged or
replaced pursuant to the terms of the indenture pursuant to which such Holding
Zero Coupon Notes are issued.

<Page>

                                      -17-

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

          "Huntsman Corporation" means Huntsman Corporation, a Utah corporation.

          "Huntsman Specialty" means Huntsman Specialty Chemicals Corporation, a
Utah corporation.

          "ICI" means Imperial Chemical Industries PLC and its subsidiaries.

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

          "Incumbency Certificate" means a certificate in the form as set forth
hereto as Exhibit F.

          "Indebtedness" means with respect to any Person, without duplication,
(i) all Obligations of such Person for borrowed money, (ii) all Obligations of
such Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all Capitalized Lease Obligations of such Person, (iv) all Obligations of
such Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations and all Obligations under any title retention
agreement (but excluding trade accounts payable and other accrued liabilities
arising in the ordinary course of business that are not overdue by 90 days or
more or are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted), (v) all Obligations for the reimbursement
of any obligor on any letter of credit, banker's acceptance or similar credit
transaction, (vi) guarantees and other contingent obligations in respect of
Indebtedness referred to in clauses (i) through (v) above and clause (viii)
below, (vii) all Obligations of any other Person of the type referred to in
clauses (i) through (vi) which are secured by any lien on any property or asset
of such Person, the amount of such Obligation being deemed to be the lesser of
the fair market value of such property or asset or the amount of the Obligation
so secured, (viii) all Obligations under Currency Agreements, Commodity
Agreements and Interest Swap Agreements of such Person and (ix) all Disqualified
Capital Stock issued by such Person with the amount of Indebtedness represented
by such Disqualified Capital Stock being equal to the greater of its voluntary
or involuntary liquidation preference and its maximum fixed repurchase price,
but excluding accrued dividends, if any. For purposes hereof, the "maximum fixed
repurchase price" of any Disqualified

<Page>

                                      -18-

Capital Stock which does not have a fixed repurchase price shall be calculated
in accordance with the terms of such Disqualified Capital Stock as if such
Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the fair market value of such Disqualified
Capital Stock, such fair market value shall be determined reasonably and in good
faith by the Board of Managers of the issuer of such Disqualified Capital Stock;
PROVIDED, HOWEVER, that notwithstanding the foregoing, "Indebtedness" shall not
include (i) advances paid by customers in the ordinary course of business for
services or products to be provided or delivered in the future, (ii) deferred
taxes or (iii) 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.

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

          "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 Managers of the Company, is otherwise independent and qualified to
perform the task for which it is to be engaged.

          "Initial Notes" means the EU200,000,000 in aggregate principal amount
of 10 1/8% Senior Subordinated Notes due 2009 of the Company issued on the Issue
Date.

          "Initial Purchasers" means Deutsche Bank AG London, Salomon Brothers
International Limited, J.P. Morgan Securities Ltd. and ABN AMRO Bank N.V.

          "Institutional Accredited Investor" means an accredited investor
within the meaning of Rule 501(a) (1), (2), (3), OR (7) under the Securities
Act.

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

          "Interest Swap Obligations" means the obligations of any Person
pursuant to any arrangement with any other Person,

<Page>

                                      -19-

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

          "Investment" means, with respect to any Person, any direct or indirect
loan or other extension of credit (including, without limitation, a guarantee)
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others), or any purchase or acquisition by such Person of any Capital Stock,
bonds, notes, debentures or other securities or evidences of Indebtedness issued
by, any Person. "Investment" shall exclude extensions of trade credit by the
Company and its Restricted Subsidiaries on commercially reasonable terms in
accordance with normal trade practices of the Company or such Restricted
Subsidiary, as the case may be. For the purposes of Section 4.03, (i)
"Investment" shall include and be valued at the fair market value of the net
assets of any Restricted Subsidiary at the time that such Restricted Subsidiary
is designated an Unrestricted Subsidiary and shall exclude the fair market value
of the net assets of any Unrestricted Subsidiary at the time that such
Unrestricted Subsidiary is designated a Restricted Subsidiary and (ii) the
amount of any Investment shall be the original cost of such Investment plus the
cost of all additional Investments by the Company or any of its Restricted
Subsidiaries, without any adjustments for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such Investment, reduced by
the payment of dividends or distributions in connection with such Investment or
any other amounts received in respect of such Investment; PROVIDED that no such
payment of dividends or distributions or receipt of any such other amounts shall
reduce the amount of any Investment if such payment of dividends or
distributions or receipt of any such amounts would be included in Consolidated
Net Income. If the Company or any Restricted Subsidiary of the Company sells or
otherwise disposes of any Common Stock of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, the Company no longer owns, directly or indirectly, greater than
50% of the outstanding Common Stock of such Restricted Subsidiary, the Company
shall be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market

<Page>

                                      -20-

value of the Common Stock of such Restricted Subsidiary not sold or disposed of.

          "Issue Date" means the date of original issuance of the Initial Notes.

          "Legal Holiday" has the meaning provided in Section 13.07.

          "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.

          "Legal Defeasance" has the meaning given to such term in Section 8.01.

          "Maturity Date" means July 1, 2009.

          "Net Cash 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 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, (c) repayment of Indebtedness that is required to be
repaid in connection with such Asset Sale (d) the decrease in proceeds from
Qualified 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 related

<Page>

                                      -21-

to environmental matters and liabilities under any indemnification obligations
associated with such Asset Sale.

          "Net Proceeds Offer" has the meaning provided in Section 4.15.

          "Net Proceeds Offer Amount" has the meaning provided in Section 4.15.

          "Net Proceeds Offer Payment Date" has the meaning provided in Section
4.15.

          "Net Proceeds Offer Trigger Date" has the meaning provided in Section
4.15.

          "Non-U.S. Person" has the meaning assigned to such term in Regulation
S.

          "Notes" means, collectively, the Initial Notes, any Additional Notes
and the Exchange Notes, treated as a single class of securities under this
Indenture, except as set forth herein.

          "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, any Vice President, the Chief
Financial Officer, the Treasurer, the Financial Director, or the Secretary of
such Person, or any other officer designated by the Board of Managers serving in
a similar capacity.

          "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Officers or by an Officer and either an Assistant
Treasurer or an Assistant Secretary of such Person and otherwise complying with
the requirements of Sections 13.04 and 13.05, as they relate to the making of an
Officers' Certificate, and delivered to the Trustee.

          "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee complying with the requirements of Sections
13.04 and 13.05, as they relate to the giving of an Opinion of Counsel, and
delivered to the Trustee.

<Page>

                                      -22-

          "Organizational Documents" means, with respect to any Person, such
Person's memorandum, articles or certificate of incorporation, bylaws,
partnership agreement, joint venture agreement, limited liability company
agreement or other similar governing documents and any document setting forth
the designation, amount and/or relative rights, limitations and preferences of
any class or series of such Person's Capital Stock.

          "Participants" means (i) with respect to the Dollar Notes,
institutions that have accounts with DTC or its nominee and (ii) with respect to
the Euro Notes, institutions that have accounts with Euroclear or their
respective nominees.

          "Paying Agent" has the meaning provided in Section 2.03, except that,
during the continuance of a Default or Event of Default and for the purposes of
Articles Three and Eight and Sections 4.14 and 4.15, the Paying Agent shall not
be the Company or any Affiliate of the Company.

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

          (i)    Indebtedness under (A) the Existing Notes; (B) the Initial
     Notes, (C) any Additional Notes issued in accordance with Sections 2.01,
     2.02 and 2.18; provided that, solely for purposes of determining compliance
     with Section 4.12 in connection with the issuance of any Additional Notes,
     this clause (i) of the definition of Permitted Indebtedness shall expressly
     exclude the Additional Notes for which such determination is then being
     made; (D) the Exchange Notes issued in exchange for any Notes, (E) this
     Indenture and (F) the Guarantees;

          (ii)   Indebtedness incurred pursuant to the Credit Facilities in an
     aggregate principal amount not exceeding $2.4 billion at any one time
     outstanding, less the amount of any payments made by the Company under the
     Credit Facilities with the Net Cash Proceeds of any Asset Sale (which are
     accompanied by a corresponding permanent commitment reduction) pursuant to
     clause (iii) (A) of the first sentence of Section 4.15;

          (iii)  Other Indebtedness of the Company and its Restricted
     Subsidiaries outstanding on June 30, 1999 (including the Existing Notes)
     reduced by the amount of any prepayments with Net Cash Proceeds of any
     Asset Sale (which are accompanied by a corresponding permanent commitment
     reduction) pursuant to Section 4.15;

<Page>

                                      -23-

          (iv)   Interest Swap Obligations of the Company relating to
     Indebtedness of the Company or any of its Restricted Subsidiaries (or
     Indebtedness which the Company or any its Restricted Subsidiaries
     reasonably intends to incur within six months) and Interest Swap
     Obligations of any Restricted Subsidiary of the Company relating to
     Indebtedness of such Restricted Subsidiary (or Indebtedness which such
     Restricted Subsidiary reasonably intends to incur within six months);
     PROVIDED, HOWEVER, that such Interest Swap Obligations are entered into to
     protect the Company and its Restricted Subsidiaries from fluctuation in
     interest rates on Indebtedness permitted under the Indenture to the extent
     the notional principal amount of such Interest Swap Obligation, when
     Incurred, does not exceed the principal amount of the Indebtedness to which
     such Interest Swap Obligation relates;

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

          (vi)   Indebtedness of a Restricted Subsidiary of the Company to the
     Company or to a Restricted Subsidiary of the Company for so long as such
     Indebtedness is held by the Company 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;

          (vii)  Indebtedness of the Company 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 (a) any Indebtedness of the
     Company to any Restricted Subsidiary (other

<Page>

                                      -24-

     than pursuant to notes pledged under the Credit Facilities) is unsecured
     and subordinated, pursuant to a written agreement, to the Company's
     obligations under this Indenture and the Notes and (b) if as of any date
     any Person other than a Restricted Subsidiary of the Company owns or holds
     any such Indebtedness or any Person holds a Lien 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;

          (viii) 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;

          (ix)   Indebtedness of the Company or any of its Restricted
     Subsidiaries represented by letters of credit for the account of the
     Company or such Restricted Subsidiary, as the case may be, 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;

          (x)    Refinancing Indebtedness;

          (xi)   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;

          (xii)  Obligations in respect of performance bonds and completion,
     guarantee, surety and similar bonds provided by the Company or any
     Restricted Subsidiary in the ordinary course of business;

<Page>

                                      -25-

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

          (xiv)  Indebtedness of the Company or any Restricted Subsidiary
     incurred in the ordinary course of business not to exceed $35 million at
     any time outstanding (A) representing Capitalized Lease Obligations or (B)
     constituting purchase money Indebtedness incurred to finance property or
     assets of the Company or any Restricted Subsidiary of the Company acquired
     in the ordinary course of business; PROVIDED, HOWEVER, that such purchase
     money Indebtedness shall not exceed the cost of such property or assets and
     shall not be secured by any property or assets of the Company or any
     Restricted Subsidiary of the Company other than the property and assets so
     acquired;

          (xv)   Indebtedness of Foreign Subsidiaries to the extent that the
     aggregate outstanding amount of Indebtedness incurred by such Foreign
     Subsidiaries under this clause (xv) does not exceed the greater of (x) $50
     million and (y) 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;

          (xvi)  Indebtedness of the Company and its Domestic Subsidiaries
     pursuant to overdraft lines or similar extensions of credit in an aggregate
     amount not to exceed $20 million at any one time outstanding and
     Indebtedness of Foreign Subsidiaries pursuant to overdraft lines or similar
     extensions of credit in an aggregate principal amount not to exceed $60
     million at any one time outstanding;

          (xvii) 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);

          (xviii) so long as an Event of Default or Potential Event of Default
     exists; Indebtedness of the Company to BASF or its Affiliates in an
     aggregate outstanding amount not in excess of $50 million for the purposes
     of financing up to 50% of the cost of installation, construction or
     improvement

<Page>

                                      -26-

     of property relating to the manufacture of PO/MTBE;

          (xix)  Indebtedness of the Company to a Huntsman Affiliate or an ICI
     Affiliate constituting Subordinated Indebtedness;

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

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

          (xxii) additional Indebtedness of the Company and its Restricted
     Subsidiaries in an aggregate principal amount not to exceed $25 million at
     any one time outstanding.

          "Permitted Investments" means (i) Investments by the Company or any
Restricted Subsidiary of the Company in any Person that is or will become
immediately after such Investment a Restricted Subsidiary of the Company or that
will merge or consolidate into the Company or a Restricted Subsidiary of the
Company; PROVIDED that this clause (i) shall not permit any investment by the
Company or a Domestic Restricted Subsidiary in a Foreign Subsidiary consisting
of a capital contribution by means of a transfer of property other than cash,
Cash Equivalents or Foreign Cash Equivalents other than transfers of property of
nominal value in the ordinary course of business; (ii) Investments in the
Company by any Restricted Subsidiary of the Company; PROVIDED that any
Indebtedness evidencing such Investment is unsecured and subordinated (other
than pursuant to intercompany notes pledged under the Credit Facilities),
pursuant to a written agreement, to the Company's obligations under the Notes
and this Indenture; (iii) investments in cash and Cash Equivalents; (iv) loans
and advances to employees and officers of the Company and its Restricted
Subsidiaries in the ordinary course of business for travel, relocation and
related expenses; (v) Investments in Unrestricted Subsidiaries or joint ventures
not to exceed $75 million, plus (A) the aggregate net after-tax amount returned
in cash on or with respect to any Investments made in Unrestricted Subsidiaries
and joint ventures whether through interest payments, principal payments,
dividends or other distributions or payments, (B) the net after-tax

<Page>

                                      -27-

cash proceeds received by the Company or any Restricted Subsidiary from the
disposition of all or any portion of such Investments (other than to a
Restricted Subsidiary of the Company), (C) upon redesignation of an Unrestricted
Subsidiary as a Restricted Subsidiary, the fair market value of such Subsidiary
and (D) the net cash proceeds received by the Company from the issuance of
Specified Venture Capital Stock; (vi) Investments in securities received
pursuant to any plan of reorganzition or similar arrangement upon the bankruptcy
or insolvency of any debtors of the Company or its Restricted Subsidiaries;
(vii) Investments made by the Company or its Restricted Subsidiaries as a result
of consideration received in connection with an Asset Sale made in compliance
with Section 4.15; (viii) Investments existing on the Issue Date; (ix) any
Investment by the Company or a Wholly Owned Subsidiary of the Company in a
Securitization Entity or any Investment by a Securitization Entity in any other
Person in connection with a Qualified Securitization Transaction; provided that
any Investment in a Securitization Entity is in the form of a Purchase Money
Note or an equity interest; (x) Investments by the Company in Rubicon and LPC
(each a "Joint Venture"), so long as: (A) such Joint Venture does not have any
Indebtedness for borrowed money at any time on or after the date of such
Investment (other that Indebtedness owing to the equity holders of such Joint
Venture), (B) the documentation govering such Joint Venture does not contain a
restriction on distributions to the Company, and (C) such Joint Venture is
engaged only in the business of manufacturing product used or marketed by the
Company and its Restricted Subsidiaries and/or the joint venture partner, and
business reasonably related thereto; (xi) Investments by Foreign Subsidiaries in
Foreign Cash Equivalents; (xii) loans to Holding for the purposes described in
clause (7) of the second paragraph of Section 4.03 which, when aggregated with
the payment made under such clause, will not exceed $3 million in any fiscal
year; (xiii) any Indebtendess of the Company to any of its Subsidiaries incurred
in connection with the purchase of accounts receivable and related assets by the
Company from any such Subsidiary which assets are subsequently conveyed by the
Company to a Securitization Entity in a Qualified Securitization Transaction;
and (xiv) additional Investments in an aggregate amount not exceeding $25
million at any one time outstanding.

          "Permitted Junior Securities" means: (1) Capital Stock in the Company
or any Guarantor; or (2) debt securities of the Company or any Guarantor that
(A) are subordinated to all Senior Debt and any debt securities issued in
exchange for Senior Debt to substantially the same extent as, or to a

<Page>

                                      -28-

greater extent than, the Notes and the Guarantees are subordinated to Senior
Debt pursuant to the terms of the Indenture and (B) have a Weighted Average Life
to Maturity equal to or greater than the Weighted Average Life to Maturity of
the Notes.

          "Permitted Tax Distribution" for any fiscal year means any payments in
compliance with clause (6) of the second paragaph under Section 4.03.

          "Person" means an individual, partnership, corporation, unincorporated
organization, trust or joint venture, or a governmental agency or political
subdivision thereof.

          "Physical Notes" shall have the meaning provided in Section 2.01.

          "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.

          "principal" of any Indebtedness (including the Notes) means the
principal amount of such Indebtedness plus the premium, if any, on such
Indebtedness.

          "Private Placement Legend" means the legend initially set forth on the
Notes in the form set forth on EXHIBIT A-1.

          "pro forma" means, unless otherwise provided herein, with respect to
any calculation made or required to be made pursuant to the terms of this
Indenture, a calculation in accordance with Article 11 of Regulation S-X
promulgated under the Securities Act.

          "Purchase Money Note" means a promissory note evidencing a line of
credit, or evidencing other Indebtedness owed to the Company or any Restricted
Subsidiary in connection with a Qualified Securitization Transaction, which note
shall be repaid from cash available to the maker of such note, other than
amounts required to be established as reserves, amounts paid to investors in
respect of interest, principal and other amounts owing to such investors and
amounts paid in connection with the purchase of newly generated accounts
receivable.

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

<Page>

                                      -29-

          "Qualified Institutional Buyer" or "QIB" has the meaning specified in
Rule 144A.

          "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.

          "Record Date" has the meaning provided in Section 2.05.

          "Redemption Date" means, with respect to any Notes, the Maturity Date
of such Note or the earlier date on which such Note is to be redeemed by the
Company pursuant to paragraph 5 of the Notes.

          "Redemption Price" has the meaning provided in Section 3.03.

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

          "Refinancing Indebtedness" means any Refinancing by the Company or any
Restricted Subsidiary of the Company of Indebtedness incurred in accordance with
Section 4.12 or Indebtedness described in clause (iii) of the definition of
"Permitted Indebtedness", in each case that does not (1) result in an increase
in the aggregate principal amount of Indebtedness of such Person as of the date
of such proposed Refinancing (plus

<Page>

                                      -30-

the amount of any premium required to be paid under the terms of the instrument
governing such Indebtedness and plus the amount of reasonable expenses incurred
by the Company in connection with such Refinancing) or (2) create Indebtedness
with (A) a Weighted Average Life to Maturity that is less than the Weighted
Average Life to Maturity of the Indebtedness being Refinanced or (B) a final
maturity earlier than the final maturity of the Indebtedness being Refinanced;
PROVIDED that (x) if such Indebtedness being Refinanced is Indebtedness of the
Company, then such Refinancing Indebtedness shall be Indebtedness solely of the
Company and (y) if such Indebtedness being Refinanced is subordinate or junior
to the Notes, then such Refinancing Indebtedness shall be subordinate to the
Notes at least to the same extent and in the same manner as the Indebtedness
being Refinanced.

          "Registrar" has the meaning provided in Section 2.03.

          "Registration Rights Agreement" means the Registration Rights
Agreement dated as of the date of this Indenture among the Company, the
Guarantors and the Initial Purchasers.

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

          "Regulation S Global Security" has the meaning specified in Section
2.01.

          "Replacement Assets" has the meaning provided in Section 4.15.

          "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.

          "Responsible Officer" means, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such

<Page>

                                      -31-

person's knowledge of and familiarity with the particular subject and who shall
have direct responsibility for the administration of this Indenture.

          "Restricted Dollar Denominated Global Security" means a Restricted
Global Security representing Dollar Notes.

          "Restricted Euro Denominated Global Securities" means a Restricted
Global Security representing Euro Notes.

          "Restricted Global Security" has the meaning specified in Section
2.01.

          "Restricted Security" means a Note that constitutes a "restricted
security" within the meaning of Rule 144(a) (3) under the Securities Act;
PROVIDED, HOWEVER, that the Trustee shall be entitled to request and
conclusively rely on an Opinion of Counsel with respect to whether any Note
constitutes a Restricted Security.

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

          "Rubicon" means Rubicon, Inc., a joint venture between ICI Americas
Inc. and Uniroyal Inc.

          "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 on June 30, 1999 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, and the
rules and regulations of the Commission promulgated thereunder.

          "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

<Page>

                                      -32-

Board of Managers 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 any equity interest in
such assets or subordinated indebtedness payable primarily from such financed
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 Managers of the Company
shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the resolution of the Board of Managers 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 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

<Page>

                                      -33-

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, (y) all Interest Swap Obligations and (z) all Obligations under
Currency Agreements and Commodity Agreements, 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 incurred in connection
with obtaining goods, materials or services, (iv) Indebtedness represented by
Disqualified Capital Stock, (v) any liability for federal, state, local or other
taxes owed or owing by the Company, (vi) Indebtedness incurred in violation of
the 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.

          "Significant Subsidiary" means any Restricted Subsidiary of the
Company which, at the date of determination, is a "Significant Subsidiary" as
such term is defined in Regulation S-X under the Exchange Act.

          "Specified Venture Capital Stock" means Qualified Capital Stock of the
Company or Holdings issued to a Person who is not an Affiliate of the Company
and the proceeds from the issuance of which are applied within 180 days after
the issuance thereof to an Investment in an Unrestricted Subsidiary or joint
venture.

          "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.

<Page>

                                      -34-

          "Subordinated Indebtedness" means Indebtedness of the Company or any
Guarantor which is expressly subordinated in right of payment to the Notes or
the Guarantee of such Guarantor, as the case may be.

          "Subsidiary," with respect to any Person, means (i) any corporation of
which the outstanding Capital Stock having at least a majority of the votes
entitled to be cast in the election of directors under ordinary circumstances
shall at the time be owned, directly or indirectly, by such Person or (ii) any
other Person of which at least a majority of the voting interest under ordinary
circumstances is at the time, directly or indirectly, owned by such Person.

          "Tax Sharing Agreement" means the provisions contained in the Limited
Liability Company Agreements of the Company and Holdings as in existence on the
Issue Date relating to distributions to be made to the members thereof with
respect to such members' income tax liabilities.

          "TG" means Tioxide Group, or any direct Wholly Owned Restricted
Subsidiary of the Company which complies with all covenants applicable to TG
under this Indenture.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb), as amended, as in effect on the date hereof, except as otherwise
provided in Section 9.03.

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

          "UK Holdco Note" means that certain unsecured promissory note
issued by Holdings U.K. in favor of HI Financial.

          "Unrestricted Global Security" has the meaning set forth in Section
2.01.

          "Unrestricted Notes" means one or more Notes that do not and are not
required to bear the Private Placement Legend in the form set forth in EXHIBIT
A-3 AND A-4, including, without limitation, the Exchange Notes.

          "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

<Page>

                                      -35-

Unrestricted Subsidiary. The Board of Managers 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 4.03 and (y) each Subsidiary to be so designated and each of its
Subsidiaries has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness pursuant to which the lender
has recourse to any of the assets of the Company or any of its Restricted
Subsidiaries. The Board of Managers may designate any Unrestricted Subsidiary to
be a Restricted Subsidiary only if (x) immediately after giving effect to such
designation, the Company is able to incur at least $1.00 of additional
Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12
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 Managers 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.

          "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the sum of
the total of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payment
of principal, including payment at final maturity, in respect thereof, by (ii)
the number of years (calculated

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                                      -36-

to the nearest one-twelfth) which will elapse between such date and the making
of such payment.

          "Wholly Owned Subsidiary" of any Person means any Subsidiary of such
Person of which all the outstanding voting securities (other than in the case of
a Foreign Subsidiary, directors' qualifying shares or an immaterial amount of
shares owned by other Persons pursuant to applicable law) are owned by such
Person or any Wholly Owned Subsidiary of such Person; PROVIDED, HOWEVER, that
each of TG and Holdings U.K. shall be deemed to Wholly Owned Subsidiaries.

SECTION 1.02.       INCORPORATION BY REFERENCE OF TIA.

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

          "Commission" means the SEC.

          "indenture securities" means the Notes.

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

          "indenture to be qualified" means this Indenture.

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

          "obligor" on the indenture securities means the Company or any other
obligor on the Notes.

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

SECTION 1.03.       RULES OF CONSTRUCTION.

          Unless the context otherwise requires:

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

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                                      -37-

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

          (3)  "or" is not exclusive;

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

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

                                   ARTICLE TWO

                                    THE NOTES

SECTION 2.01.       FORM AND DATING.

          The Notes and the Trustee's certificate of authentication relating
thereto shall be substantially in the form of EXHIBIT A-1 (in the case of Dollar
Notes) and A-2 (in the case of Euro Notes). The Exchange Notes and the Trustee's
certificate of authentication relating thereto shall be substantially in the
form of EXHIBIT A-3 (in the case of Dollar Notes) and A-4 (in the case of Euro
Notes). The Notes may have notations, legends or endorsements required by law,
stock exchange rule or usage. The Company shall approve the form of the Notes
and any notation, legend or endorsement thereon. Each Note shall be dated the
date of issuance and shall show the date of its authentication. Each Note shall
have an executed Guarantee from each of the Guarantors endorsed thereon
substantially in the form of EXHIBIT E hereto.

          The terms and provisions contained in the Notes annexed hereto as
EXHIBIT A, shall constitute, and are hereby expressly made, a part of this
Indenture and, to the extent applicable, the Company, the Guarantors and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby.

          RESTRICTED GLOBAL SECURITIES. (i) The Notes shall be issued in the
form of one or more global Securities (the "Restricted Global Security") in
definitive, fully registered form without interest coupons, with the legend
provided for in Exhibit B hereto, except as otherwise permitted herein.

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                                      -38-

               (ii) Each Restricted Dollar Denominated Global Security shall be
registered in the name of DTC or its nominee and deposited with the Trustee, at
its Corporate Trust Office, as custodian for DTC, duly executed by the Company
and authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of a Restricted Dollar Denominated Global Security may from
time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for DTC, in connection with a corresponding decrease or
increase in the aggregate principal amount of a Regulation S Dollar Denominated
Global Security or an Unrestricted Dollar Denominated Global Security, as
hereinafter provided.

               (iii) Each Restricted Euro Denominated Global Security shall be
registered in the name of the Common Depositary or its nominee and deposited
with the Common Depositary, on behalf of Euroclear, duly executed by the Company
and authenticated by the Trustee as hereinafter provided for credit to the
account of Euroclear. The aggregate principal amount of a Restricted Euro
Denominated Global Security may from time to time be increased or decreased by
adjustments made on the records of the Common Depositary, in connection with a
corresponding decrease or increase in the aggregate principal amount of an
Unrestricted Euro Denominated Global Security, as hereinafter provided.

               REGULATION S GLOBAL SECURITIES. (i) Dollar Notes offered and sold
in reliance on Regulation S shall be initially issued in the form of one or more
Global Securities in definitive, fully registered form without interest coupons,
with such applicable legends as are provided for in Exhibit A hereto, except as
otherwise permitted herein. Until such time as the Restricted Period (as defined
below) shall have terminated, such Global Securities shall be referred to herein
as the "Regulation S Global Security." After such time as the Restricted Period
shall have terminated, such Regulation S Global Securities shall be referred to
herein, as the "Unrestricted Global Securities."

               (ii) Each Regulation S Dollar Denominated Global Security and
Unrestricted Dollar Denominated Global Security shall be registered in the name
of DTC or its nominee and deposited with the Trustee, at its Corporate Trust
Office, as custodian for DTC, duly executed by the Company and authenticated by
the Trustee as hereinafter provided, for credit to the respective accounts at
DTC of the depositaries for Euroclear or Clearstream. The aggregate principal
amount of each Regulation S Dollar Denominated Global Security (or Unrestricted
Dollar

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                                      -39-

Denominated Global Security) may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
DTC, in connection with a corresponding decrease or increase in the aggregate
principal amount of a Restricted Dollar Denominated Global Security, as
hereinafter provided.

          Notes issued in exchange for interests in a Global Note pursuant to
Section 2.16 may be issued in the form of permanent certificated Notes in
registered form in substantially the form set forth in EXHIBIT A-1, A-2, A-3 or
A-4 (the "Physical Notes").

SECTION 2.02.       EXECUTION AND AUTHENTICATION;
                    AGGREGATE PRINCIPAL AMOUNT.

          An Officer who shall have been duly authorized by all requisite
corporate actions shall execute the Notes for the Company, and one officer shall
sign the Guarantees for the Guarantors by manual or facsimile signature.

          If an Officer whose signature is on a Note or a Guarantee, as the case
may be, was an Officer at the time of such execution but no longer holds that
office or position at the time the Trustee authenticates the Note, the Note
shall nevertheless be valid.

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

          On the Issue Date, upon Company order the Trustee shall authenticate
and deliver EU200 million of 10 1/8% Senior Subordinated Notes due 2009 in the
form of Initial Notes. In addition, at any time, from time to time, the Trustee
shall authenticate and deliver Unrestricted Notes upon a written notice of each
of the Company, for original issuance in the aggregate principal amount
specified in such order for original issue in the aggregate principal amount,
PROVIDED that Unrestricted Notes shall be issuable only upon the valid surrender
for cancellation of Global Securities or other Notes of a like aggregate
principal amount. Additional Notes shall be issued in accordance with Sections
2.01 and 2.18. Any such order shall specify the amount of the Notes to be
authenticated and the date on which the original issue of Notes is to be
authenticated, whether the Notes are Unrestricted Notes and whether

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                                      -40-

(subject to Section 2.01) the Notes are to be issued as Physical Notes or Global
Notes and such other information as the Trustee may reasonably request, and, in
the case of an issuance of Additional Notes pursuant to Section 2.18 after the
Issue Date, shall certify that such issuance will not be prohibited by Section
4.12.

          Notwithstanding the foregoing, except as provided in Section 9.02, all
Notes issued under this Indenture shall vote and consent together on all matters
(as to which any of such Notes may vote or consent) as one class and no series
of Notes will have the right to vote or consent as a separate class on any
matter. For purposes of voting, the aggregate principal amount of outstanding
Dollar Notes will be calculated by the Company at a rate of EU1.00 per
US$0.932535.

          The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate Notes. Unless otherwise provided in the
appointment, 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 the Company and Affiliates of the Company.

          The Notes shall be issuable in fully registered form only, without
coupons, in denominations of $1,000 or EU1,000 and any integral multiple
thereof.

SECTION 2.03.       REGISTRAR AND PAYING AGENT.

          The Company shall maintain an office or agency (which shall be located
in London, where (a) Notes may be presented or surrendered for registration of
transfer or for exchange ("Registrar"), (b) Notes may be presented or
surrendered for payment ("Paying Agent") and (c) notices and demands to or upon
the Company in respect of the Notes and this Indenture may be served. The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company, upon notice to the Trustee, may have one or more co-Registrars and
one or more additional paying agents reasonably acceptable to the Trustee. The
term "Paying Agent" includes any additional paying agent. The Company may change
the Paying Agent or Registrar without notice to any Holder.

          The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which agreement shall incorporate the
provisions of the TIA and implement

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                                      -41-

the provisions of this Indenture that relate to such Agent. The Company shall
notify the Trustee, in advance, of the name and address of any such Agent. If
the Company fails to maintain a Registrar or Paying Agent, or fails to give the
foregoing notice, the Trustee shall act as such.

          The Company initially appoints the Trustee as Registrar and Paying
Agent until such time as the Trustee has resigned or a successor has been
appointed. Any of the Registrar, the Paying Agent or any other agent may resign
upon 30 days' notice to the Company.

SECTION 2.04.       PAYING AGENT TO HOLD ASSETS IN TRUST.

          The Company shall require each Paying Agent other than the Trustee to
agree in writing that each Paying Agent shall hold in trust for the benefit of
the Holders or the Trustee all assets held by the Paying Agent for the payment
of principal of, premium, if any, or interest on, the Notes (whether such assets
have been distributed to it by the Company or any other obligor on the Notes),
and shall notify the Trustee of any default by the Company (or any other obligor
on the Notes) in making any such payment. The Company at any time may require a
Paying Agent to distribute all assets held by it to the Trustee and account for
any assets disbursed and the Trustee may at any time during the continuance of
any payment Default, upon written request to a Paying Agent, require such Paying
Agent to distribute all assets held by it to the Trustee and to account for any
assets distributed. Upon distribution to the Trustee of all assets that shall
have been delivered by the Company to the Paying Agent and the completion of any
accounting required to be made hereunder, the Paying Agent shall have no further
liability for such assets.

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
the Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee five (5) Business
Days before each Interest Payment Date and at such other times as the Trustee
may request in writing a list as of the applicable Record Date and in such form
as the Trustee may reasonably require of the names and addresses of the Holders,
which list may be conclusively relied upon by the Trustee.

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                                      -42-

SECTION 2.06.       TRANSFER AND EXCHANGE.

          Subject to Sections 2.15 and 2.16, when Notes are presented to the
Registrar or a co-Registrar with a request to register the transfer of such
Notes or to exchange such Notes for an equal principal amount of Notes of other
authorized denominations, the Registrar or co-Registrar shall register the
transfer or make the exchange as requested if its requirements for such
transaction are met; PROVIDED, HOWEVER, that the Notes presented or surrendered
for transfer or exchange shall be duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Registrar or
co-Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing. To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Notes at the
Registrar's or co-Registrar's written request. No service charge shall be made
for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith. The Registrar or co-Registrar shall not
be required to register the transfer of or exchange of any Note (i) during a
period beginning at the opening of business 15 days before the mailing of a
notice of redemption pursuant to Section 3.03 and paragraph 5 of the Notes and
ending at the close of business on the day of such mailing and (ii) selected for
redemption in whole or in part pursuant to Article Three, except the unredeemed
portion of any Note being redeemed in part.

          Any Holder of a beneficial interest in a Global Note shall, by
acceptance of such beneficial interest, agree that transfers of beneficial
interests in such Global Notes may be effected only through a book entry system
maintained by the Holder of such Global Note (or its agent), and that ownership
of a beneficial interest in the Note shall be required to be reflected in a book
entry system.

SECTION 2.07.       REPLACEMENT NOTES.

          If a mutilated Note is surrendered to the Trustee or if the Holder of
a Note claims that the Note has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee shall authenticate a replacement Note and
each of the Guarantors shall execute a Guarantee thereon if the Trustee's
requirements are met. If required by the Trustee or the Company, such Holder
must provide an indemnity bond or other indemnity, sufficient in the reasonable
judgment of the Company, the Guarantors and the Trustee, to protect the Company,
the

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                                      -43-

Guarantors, the Trustee or any Agent from any loss which any of them may suffer
if a Note is replaced. The Company and the Trustee may charge such Holder for
its reasonable out-of-pocket expenses in replacing a Note, including reasonable
fees and expenses of counsel. Every replacement Note shall constitute an
additional obligation of the Company and every replacement Guarantee shall
constitute an additional obligation of the Guarantors.

SECTION 2.08.       OUTSTANDING NOTES.

          Notes outstanding at any time are all the Notes that have been
authenticated by the Trustee except those cancelled by it, those delivered to it
for cancellation and those described in this Section as not outstanding. Subject
to Section 2.09, a Note does not cease to be outstanding because the Company or
any of its Affiliates 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. A mutilated Note ceases to be outstanding upon surrender of
such Note and replacement thereof pursuant to Section 2.07.

          If on a Redemption Date or the Maturity Date the Paying Agent holds
U.S. Legal Tender, U.S. Government Obligations, or a combination thereof (in the
case of Dollar Notes) or euros, Euro Obligations, or a combination thereof (in
the case of Euro Notes) sufficient to pay all of the principal, premium, if any,
and interest due on the Notes payable on that date and is not prohibited from
paying such money to the Holders thereof pursuant to the terms of this
Indenture, then on and after that date such Notes cease to be outstanding and
interest on them ceases to accrue.

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                                      -44-

          If on any date which is no earlier than 60 days prior to a Redemption
Date, the Company has irrevocably deposited in trust with the Trustee U.S. Legal
Tender, U.S. Government Obligations or a combination thereof (in the case of
Dollar Notes) or euros, Euro Obligations or a combination thereof (in the case
of Euro Notes) in an amount sufficient to pay all of the principal, premium, if
any, and interest due on the Notes payable on such Redemption Date, together
with irrevocable instructions from the Company directing the Trustee to apply
such funds to the payment thereof on such Redemption Date pursuant to the terms
of this Indenture, then and after the date of such deposit such Notes shall be
deemed to be not outstanding for purposes of determining whether the Holders of
the required aggregate principal amount of Notes have concurred in any
direction, waiver, consent or notice which requires the consent of at least a
majority in aggregate principal amount of Notes then outstanding.

SECTION 2.09.       TREASURY NOTES.

          In determining whether the Holders of the required aggregate principal
amount of Notes have concurred in any direction, waiver, consent or notice,
Notes owned by the Company or an Affiliate shall be considered as though they
are 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 which the Trustee actually knows are so owned shall be so considered.
The Company shall notify the Trustee, in writing, when it or any of its
Affiliates repurchases or otherwise acquires Notes, of the aggregate principal
amount of such Notes so repurchased or otherwise acquired.

SECTION 2.10.       [INTENTIONALLY OMITTED]

SECTION 2.11.       CANCELLATION.

          The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment. The Trustee, or
at the direction of the Trustee, the Registrar or the Paying Agent, and no one
else, shall cancel and, at the written direction of the Company, shall dispose
all cancelled Securities in accordance with its customary procedures. Subject to
Section 2.07, the Company may not issue new Notes to replace Notes that the
Company has paid or delivered to the Trustee for cancellation. If the Company
shall acquire any of the Notes, such acquisition

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                                      -45-

shall not operate as a redemption or satisfaction of the Indebtedness
represented by such Notes unless and until the same are surrendered to the
Trustee for cancellation pursuant to this Section 2.11.

SECTION 2.12.       DEFAULTED INTEREST.

          The Company will pay interest on overdue principal from time to time
on demand at the rate of interest then borne by the Dollar Notes or Euro Notes,
as applicable. The Company shall, to the extent lawful, pay interest on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the rate of interest then borne by the Dollar Notes or
Euro Notes, as applicable. Interest on the Notes will be computed on the basis
of a 360-day year comprised of twelve 30-day months, and, in the case of a
partial month, the actual number of days elapsed.

          If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest, plus (to the extent lawful) any interest
payable on the defaulted interest to the Persons who are Holders on a subsequent
special record date, which date shall be the fifteenth day next preceding the
date fixed by the Company for the payment of defaulted interest or the next
succeeding Business Day if such date is not a Business Day. At least 15 days
before the subsequent special record date, the Company shall mail to each
Holder, with a copy to the Trustee, a notice that states the subsequent special
record date, the payment date and the amount of defaulted interest, and interest
payable on such defaulted interest, if any, to be paid.

          Notwithstanding the foregoing, any interest which is paid prior to the
expiration of the 30-day period set forth in Section 6.01(a) shall be paid to
Holders as of the regular record date for the Interest Payment Date for which
interest has not been paid.

SECTION 2.13.       CUSIP NUMBERS.

          The Company in issuing the Notes may use one or more "CUSIP" and/or
"ISIN" numbers, and if so, the Trustee shall use the CUSIP and/or "ISIN" numbers
in notices of redemption or exchange as a convenience to Holders; PROVIDED,
HOWEVER, that no representation is hereby deemed to be made by the Trustee as to
the correctness or accuracy of the CUSIP numbers printed in the notice or on the
Notes, and that reliance may be placed only on the other identification numbers
printed on the Notes. The

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                                      -46-

Company shall promptly notify the Trustee of any change in the CUSIP or "ISIN"
number.

SECTION 2.14.       DEPOSIT OF MONEYS.

          Prior to 11:00 a.m. London time on each Interest Payment Date,
Maturity Date, Redemption Date, Change of Control Payment Date, and Net Proceeds
Offer Payment Date, the Company shall have deposited with the Paying Agent in
immediately available funds money sufficient to make cash payments, if any, due
on such Interest Payment Date, Maturity Date, Redemption Date, Change of Control
Payment Date, and Net Proceeds Offer Payment Date, as the case may be, in a
timely manner which permits the Paying Agent to remit payment to the Holders on
such Interest Payment Date, Maturity Date, Redemption Date, Change of Control
Payment Date, and Net Proceeds Offer Payment Date, as the case may be.

SECTION 2.15.       BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES.

          Except as indicated below in this Section 2.15, the Notes shall be
represented only by Global Securities. The Global Securities shall be deposited
with a Depositary for such Notes (and shall be registered in the name of such
Depositary or its nominee). The Depositary for the Dollar Notes shall be DTC
unless the Company appoints a successor Depositary by delivery of a Company
Order to the Trustee specifying such successor Depositary. The Depositary for
the Euro Notes shall be The Bank of New York, London Branch unless, with the
approval of Euroclear, the Company appoints a successor Depositary (which shall
be a Common Depositary of Euroclear) by delivery of a Company Order to the
Trustee specifying such successor Depositary.

          All payments on a Dollar Denominated Global Security will be made to
DTC or its nominee, as the case may be, as the registered owner and Holder of
such Dollar Denominated Global Security. All payments on a Euro Denominated
Global Security will be made to the order of the Common Depositary or its
nominee, as the case may be, as the registered holder of such Euro Denominated
Global Security. In each case, the Company will be fully discharged by payment
to or to the order of such Depositary from any responsibility or liability in
respect of each amount so paid. Upon receipt of any such payment in respect of a
Dollar Denominated Global Security, DTC will credit Participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Dollar Denominated Global Security as shown on the
records of

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                                      -47-

DTC. The Common Depositary will instruct the Euro Paying Agent to make payments
in respect of the Euro Notes to Euroclear in amounts proportionate to their
respective beneficial interests in the principal amount of each Euro Denominated
Global Security, and Euroclear will credit Participants' accounts with payments
in amounts proportionate to their respective beneficial interests in the
principal amount of such Global Security as shown on the records of Euroclear.

          Unless and until it is exchanged in whole or in part for Physical
Notes, a Global Security may not be transferred except as a whole by the
relevant Depositary or nominee thereof to another nominee of the Depositary or
to a successor of Depositary or a nominee of such successor.

          Owners of beneficial interests in Global Securities shall be entitled
or required, as the case may be, but only under the circumstances described in
this Section 2.15, to receive physical delivery of Physical Notes.

          Interests in a Global Security shall be exchangeable or transferable,
as the case may be, for Physical Notes if (i) in the case of a Dollar
Denominated Global Security, DTC notifies the Company that it is unwilling or
unable to continue as Depositary for such Dollar Denominated Global Security, or
DTC ceases to be a "Clearing Agency" registered under the United States
Securities Exchange Act of 1934, and a successor depositary is not appointed by
the Company within 120 days, (ii) in the case of a Euro Denominated Global
Security, Euroclear and Clearstream notify the Company that they are unwilling
or unable to continue as clearing agencies for such Euro Denominated Global
Security, (iii) in the case of a Euro Denominated Global Security, the Common
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for such Euro Denominated Global Security, and a successor Common
Depositary is not appointed by the Company within one hundred twenty (120) days
or (iv) in the case of any Global Security, an Event of Default has occurred and
is continuing with respect thereto and the owner of a beneficial interest
therein requests such exchange or transfer. Upon the occurrence of any of the
events described in the preceding sentence, the Company shall cause the
appropriate Physical Notes to be delivered to the owners of beneficial interests
in the Global Securities or the Participants in DTC or Euroclear through which
such owners hold their beneficial interest. Physical Notes shall be exchangeable
or transferable for interests in other Physical Notes as described herein.

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                                      -48-

SECTION 2.16.       TRANSFER AND EXCHANGE OF SECURITIES.

          (a)  TRANSFER AND EXCHANGE OF DOLLAR DENOMINATED GLOBAL SECURITIES.
Notwithstanding any provisions of this Indenture or the Notes, transfers of a
Dollar Denominated Global Security, in whole or in part, transfers and exchanges
of interests therein of the kinds described in clauses (ii), (iii) and (iv)
below and exchange of interests in Dollar Denominated Global Securities or of
other Dollar Denominated Securities as described in clause (v) below, shall be
made only in accordance with this Section 2.16(a). Transfers and exchanges
subject to this Section 2.16 shall also be subject to the other provisions of
the Indenture that are not inconsistent with this Section 2.16.

          (i)  GENERAL. A Dollar Denominated Global Security may not be
     transferred, in whole or in part, to any Person other than DTC or a nominee
     thereof or a successor to DTC or its nominee, and no such transfer to any
     such other Person may be registered; provided that this clause (i) shall
     not prohibit any transfer of a Dollar Denominated Security that is issued
     in exchange for a Dollar Denominated Global Security but is not itself a
     Dollar Denominated Global Security. No transfer of a Dollar Note of any
     series to any Person shall be effective under this Indenture or the Dollar
     Notes of such series unless and until such Dollar Note has been registered
     in the name of such Person. Nothing in this Section 2.16(a) (i) shall
     prohibit or render ineffective any transfer of a beneficial interest in a
     Dollar Denominated Global Security effected in accordance with the other
     provisions of this Section 2.16(a).

          (ii) RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY. If
     the Holder of a beneficial interest in a Restricted Dollar Denominated
     Global Security of any series wishes at any time to transfer such interest
     to a Person who wishes to take delivery thereof in the form of a beneficial
     interest in a Regulation S Dollar Denominated Global Security of such
     series, such transfer may be effected, subject to the rules and procedures
     of DTC, Euroclear and Clearstream, in each case to the extent applicable
     (the "Applicable Procedures"), only in accordance with the provisions of
     this Section 2.16(a) (ii). Upon receipt by the Dollar Registrar of (A)
     written instructions given in accordance with the Applicable Procedures
     from an Agent Member directing the Dollar Registrar, to credit or cause to
     be credited to a specified Agent Member's account

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                                      -49-

     a beneficial interest in a Regulation S Dollar Denominated Global Security
     in a principal amount equal to that of the beneficial interest in a
     Restricted Dollar Denominated Global Security to be so transferred; (B) a
     written order given in accordance with the Applicable Procedures containing
     information regarding the account of the Agent Member (and/or the Euroclear
     or Clearstream account, as the case may be) to be credited with, and the
     account of the Agent Member to be debited for, such beneficial interest and
     (C) a certificate in substantially the form set forth in Exhibit C-1 given
     by the Holder of such beneficial interest, the principal amount of a
     Restricted Dollar Denominated Global Security shall be reduced, and the
     principal amount of a Regulation S Dollar Denominated Global Security shall
     be increased, by the principal amount of the beneficial interest in a
     Restricted Dollar Denominated Global Security to be so transferred, in each
     case by means of an appropriate adjustment on the records of the Dollar
     Registrar, and the Dollar Registrar shall instruct DTC or its authorized
     representative to make a corresponding adjustment to its records and to
     credit or cause to be credited to the account of the Person specified in
     such instructions (which shall be the Agent Member for Euroclear or
     Clearstream or both, as the case may be) a beneficial interest in a
     Regulation S Dollar Denominated Global Security having a principal amount
     equal to the amount so transferred.

          (iii) RESTRICTED DOLLAR DENOMINATED GLOBAL SECURITY TO UNRESTRICTED
     DOLLAR DENOMINATED GLOBAL SECURITY. If the Holder of a beneficial interest
     in a Restricted Dollar Denominated Global Security of any series wishes at
     any time to transfer such interest to a Person who wishes to take delivery
     thereof in the form of a beneficial interest in an Unrestricted Dollar
     Denominated Global Security of such series, such transfer may be effected,
     subject to the Applicable Procedures, only in accordance with this Section
     2.16(a) (iii). Upon receipt by the Dollar Registrar, of (A) written
     instructions given in accordance with the Applicable Procedures from an
     Agent Member directing the Dollar Registrar to credit or cause to be
     credited to a specified Agent Member's account a beneficial interest in an
     Unrestricted Dollar Denominated Global Security in a principal amount equal
     to that of the beneficial interest in a Restricted Dollar Denominated
     Global Security to be so transferred, (B) a written order given in
     accordance with the Applicable Procedures containing information regarding
     the account of the Agent Member (and, if applicable,

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                                      -50-

     the Euroclear or Clearstream account, as the case may be) to be credited
     with, and the account of the Agent Member to be debited for, such
     beneficial interest and (C) a certificate in substantially the form set
     forth in Exhibit C-2 given by the Holder of such beneficial interest, the
     principal amount of the Restricted Dollar Denominated Global Security shall
     be reduced, and the principal amount of an Unrestricted Dollar Denominated
     Global Security shall be increased, by the principal amount of the
     beneficial interest in a Restricted Global Dollar Denominated Security to
     be so transferred, in each case by means of an appropriate adjustment on
     the records of the Dollar Registrar and the Dollar Registrar shall instruct
     DTC or its authorized representative to make a corresponding adjustment to
     its records and to credit or cause to be credited to the account of the
     Person specified in such instructions a beneficial interest in an
     Unrestricted Dollar Denominated Global Security having a principal amount
     equal to the amount so transferred.

          (iv) REGULATION S DOLLAR DENOMINATED GLOBAL SECURITY OR UNRESTRICTED
     DOLLAR DENOMINATED GLOBAL SECURITY TO RESTRICTED DOLLAR DENOMINATED GLOBAL
     SECURITY. If the Holder of a beneficial interest in a Regulation S Dollar
     Denominated Global Security of any series or an Unrestricted Dollar
     Denominated Global Security of any series wishes at any time to transfer
     such interest to a Person who wishes to take delivery thereof in the form
     of a beneficial interest in a Restricted Dollar Denominated Global Security
     of such series, such transfer may be effected, subject to the Applicable
     Procedures, only in accordance with this Section 2.16(a) (iv). Upon receipt
     by the Dollar Registrar of (A) written instructions given in accordance
     with the Applicable Procedures from an Agent Member directing the Dollar
     Registrar to credit or cause to be credited to a specified Agent Member's
     account a beneficial interest in a Restricted Dollar Denominated Global
     Security in a principal amount equal to that of the beneficial interest in
     a Regulation S Dollar Denominated Global Security or an Unrestricted Dollar
     Denominated Global Security to be so transferred, (B) a written order given
     in accordance with the Applicable Procedures containing information
     regarding the account of the Agent Member to be credited with, and the
     account of the Agent Member (and, if applicable, the Euroclear or
     Clearstream account, as the case may be) to be debited for, such beneficial
     interest and (C) with respect to a transfer of a beneficial interest in a
     Regulation S Dollar Denominated

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                                      -51-

     Global Security (but not an Unrestricted Dollar Denominated Global
     Security) to a Person whom the transferor reasonably believes is a
     "qualified institutional buyer" within the meaning of Rule 144A under the
     Securities Act, a certificate in substantially the form set forth in
     Exhibit C-3 given by the Holder of such beneficial interest, the principal
     amount of a Restricted Dollar Denominated Global Security shall be
     increased, and the principal amount of a Regulation S Dollar Denominated
     Global Security or an Unrestricted Dollar Denominated Global Security shall
     be reduced, by the principal amount of the beneficial interest in a
     Restricted Dollar Denominated Global Security to be so transferred, in each
     case by means of an appropriate adjustment on the records of the Dollar
     Registrar and the Dollar Registrar shall instruct DTC or its authorized
     representative to make a corresponding adjustment to its records and to
     credit or cause to be credited to the account of the Person specified in
     such instructions a beneficial interest in the Restricted Dollar
     Denominated Global Security having a principal amount equal to the amount
     so transferred.

          (v) EXCHANGES OF DOLLAR DENOMINATED GLOBAL SECURITY FOR DOLLAR
     DENOMINATED NON-GLOBAL SECURITY. In the event that a Dollar Denominated
     Global Security or any portion thereof is exchanged for Dollar Denominated
     Securities other than Dollar Denominated Global Securities, such other
     Dollar Denominated Securities may in turn be exchanged (on transfer or
     otherwise) for Notes that are not Dollar Denominated Global Securities or
     for beneficial interests in a Dollar Denominated Global Security (if any is
     then Outstanding) only in accordance with such procedures, which shall be
     substantially consistent with the provisions of clauses (i) through (iv)
     above and (vi) below (including the certification requirements intended to
     insure that transfers and exchanges of beneficial interests in a Dollar
     Denominated Global Security comply with Rule 144A, Rule 144 or Regulation
     S, as the case may be) and any Applicable Procedures, as may be from time
     to time adopted by the Company and the Trustee.

          (vi) BENEFICIAL INTEREST IN REGULATION S DOLLAR DENOMINATED GLOBAL
     SECURITY TO BE HELD THROUGH EUROCLEAR OR Clearstream. Until the termination
     of the Restricted Period with respect thereto, interests in a Regulation S
     Global Security may be held only through Agent Members acting for and on
     behalf of Euroclear and Clearstream,

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                                      -52-

     provided that this clause (vi) shall not prohibit any transfer in
     accordance with Section 2.16(a) (iv) hereof.

          (b)  TRANSFER AND EXCHANGE OF EURO DENOMINATED GLOBAL SECURITIES.
Notwithstanding any provisions of this Indenture or the Euro Notes, transfers of
a Euro Denominated Global Security, in whole or in part, shall be made only in
accordance with this Section 2.16(b). Transfers and exchanges subject to this
Section 2.16 shall also be subject to the other provisions of the Indenture that
are not inconsistent with this Section 2.16.

          (i) GENERAL. A Euro Denominated Global Security may not be
     transferred, in whole or in part, to any Person other than the Common
     Depositary or a nominee thereof or a successor Common Depositary or its
     nominee, and no such transfer to any such other Person may be registered;
     provided that this clause (i) shall not prohibit any transfer of a Euro
     Denominated Security that is issued in exchange for a Euro Denominated
     Global Security but is not itself a Euro Denominated Global Security. No
     transfer of a Euro Denominated Security to any Person shall be effective
     under this Indenture or the Euro Denominated Securities unless and until
     such Euro Denominated Security has been registered in the name of such
     Person. Nothing in this Section 2.16(b) (i) shall prohibit or render
     ineffective any transfer of a beneficial interest in a Euro Denominated
     Global Security effected in accordance with the other provisions of this
     Section 2.16(b).

          (ii) RESTRICTED EURO DENOMINATED GLOBAL SECURITY TO UNRESTRICTED EURO
     DENOMINATED GLOBAL SECURITY. If the Holder of a beneficial interest in a
     Restricted Euro Denominated Global Security wishes at any time to transfer
     such interest to a Person who wishes to take delivery thereof in the form
     of a beneficial interest in an Unrestricted Euro Denominated Global
     Security, such transfer may be effected, subject to the Applicable
     Procedures, only in accordance with this Section 2.16(b) (ii). Upon receipt
     by the Euro Registrar of (A) written instructions given in accordance with
     the Applicable Procedures from Euroclear or Clearstream directing the Euro
     Registrar to credit or cause to be credited to Euroclear's account a
     beneficial interest in an Unrestricted Euro Denominated Global Security in
     a principal amount equal to that of the beneficial interest in a Restricted
     Euro Denominated Global Security to be so transferred, (B) a written order
     given in accordance with the Applicable Procedures containing

<Page>
                                      -53-

     information regarding the account of Euroclear to be credited with, and the
     account of Euroclear to be debited for, such beneficial interest and (C) a
     certificate in substantially the form set forth in Exhibit C-2 given by the
     Holder of such beneficial interest, the principal amount of the Restricted
     Euro Denominated Global Security shall be reduced, and the principal amount
     of an Unrestricted Euro Denominated Global Security shall be increased, by
     the principal amount of the beneficial interest in a Restricted Euro
     Denominated Global Security to be so transferred, in each case by means of
     an appropriate adjustment on the records of the Euro Registrar and the Euro
     Registrar shall instruct the Common Depositary or its authorized
     representative to make a corresponding adjustment to its records and to
     credit or cause to be credited to the account of Euroclear a beneficial
     interest in a Unrestricted Euro Denominated Global Security having a
     principal amount equal to the amount so transferred.

          (iii) EXCHANGES OF EURO DENOMINATED GLOBAL SECURITY FOR EURO
     DENOMINATED NON-GLOBAL SECURITY. In the event that a Euro Denominated
     Global Security or any portion thereof is exchanged for Notes other than
     Euro Denominated Global Securities, such other Notes may in turn be
     exchanged (on transfer or otherwise) for Notes that are not Euro
     Denominated Global Securities or for beneficial interests in a Euro
     Denominated Global Security (if any is then Outstanding) only in accordance
     with such procedures, which shall be substantially consistent with the
     provisions of clauses (i) through (ii) above and (iv) below (including the
     certification requirements intended to insure that transfers and exchanges
     of beneficial interests in a Euro Denominated Global Security comply with
     Rule 144A, Rule 144 or Regulation S, as the case may be) and any Applicable
     Procedures, as may be from time to time adopted by the Company and the
     Trustee.

          (iv) INTEREST IN EURO DENOMINATED GLOBAL SECURITY TO BE HELD THROUGH
     EUROCLEAR OR CLEARSTREAM. Interests in a Euro Denominated Global Security
     may be held only through Agent Members acting for and on behalf of
     Euroclear or Clearstream.

          (c) GLOBAL SECURITIES. The provisions of clauses (i), (ii), (iii), and
(iv) below shall apply only to Global Securities;

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                                      -54-

          (i) GENERAL. Each Global Security authenticated under the Indenture
     shall be registered in the name of the appropriate Depositary or a nominee
     thereof and delivered to such Depositary or a nominee thereof or custodian
     therefor.

          (ii) TRANSFER TO PERSONS OTHER THAN DEPOSITARY. Notwithstanding any
     other provision in the Indenture or the Securities, no Global Security may
     be exchanged in whole or in part for Securities registered, and no transfer
     of a Global Security in whole or in part may be registered, in the name of
     any person other than the appropriate Depositary or a nominee thereof
     unless (A) in the case of a Dollar Denominated Global Security, DTC
     notifies the Company that it is unwilling or unable to continue as
     Depositary for such Global Security, or DTC ceases to be a "Clearing
     Agency" registered under the United States Securities Exchange Act of 1934,
     and a successor to DTC is not appointed by the Company within ninety (90)
     days, (B) in the case of a Euro Denominated Global Security, Euroclear and
     Clearstream notify the Company that they are unwilling or unable to
     continue as clearing agencies for such Euro Denominated Global Security,
     and successor clearing agencies are not appointed by the Company within one
     hundred twenty (120) days, (C) in the case of a Euro Denominated Global
     Security, the Common Depositary notifies the Company that it is unwilling
     or unable to continue as Depositary for such Euro Denominated Global
     Security, and a successor Common Depositary is not appointed by the Company
     within one hundred twenty (120) days or (D) in the case of any Global
     Security, an Event of Default has occurred and is continuing with respect
     thereto and the owner of a beneficial interest therein requests such
     exchange or transfer. Any Global Security exchanged pursuant to clause (A),
     (B) or (C) above shall be so exchanged in whole and not in part and any
     Global Security exchanged pursuant to clause (D) above may be exchanged in
     whole or from time to time in part as directed by DTC. Any Security issued
     in exchange for a Global Security or any portion thereof shall be a Global
     Security, provided that any such Security so issued that is registered in
     the name of a Person other than the appropriate Depositary or a nominee
     thereof shall not be a Global Security.

          (iii) GLOBAL SECURITY TO PHYSICAL NOTE. Notes in exchange for a Global
     Security or any portion thereof pursuant to clause (ii) above shall be
     issued in definitive, fully registered form without interest coupons, shall
     have

<Page>

                                      -55-

     an aggregate principal amount equal to that of such Global Security or
     portion thereof to be so exchanged, shall be registered in such names and
     be in such authorized denominations as the appropriate Depositary shall
     designate and shall bear any legends required hereunder. Any Global
     Security to be exchanged in whole shall be surrendered by the appropriate
     Depositary to the appropriate Registrar. With regard to any Global Security
     to be exchanged in part, either such Global Security shall be so
     surrendered for exchange or, in the case of a Dollar Denominated Global
     Security, if the Trustee is acting as custodian for DTC or its nominee with
     respect to such Global Security or, in the case of a Euro Denominated
     Global Security, if the Common Depositary is acting as Depositary for
     Euroclear and Clearstream, the principal amount thereof shall be reduced,
     by an amount equal to the portion thereof to be so exchanged, by means of
     an appropriate adjustment made on the records of the Trustee, as
     Authenticating Agent, or of the Common Depositary. Upon any such surrender
     or adjustment, the Trustee shall authenticate and deliver the Security
     issuable on such exchange to or upon the order of the appropriate
     Depositary or an authorized representative thereof.

          (iv) In the event of the occurrence of any of the events specified in
     clause (ii) above, the Company will promptly make available to the Trustee
     a reasonable supply of Physical Notes in definitive, fully registered form,
     without interest coupons.

          (v) NO RIGHTS OF AGENT MEMBERS IN GLOBAL SECURITY. No Agent Member of
     any Depositary nor any other Persons on whose behalf Agent Members may act
     (including Euroclear and Clearstream and account Holders and Participants
     therein) shall have any rights under the Indenture with respect to any
     Global Security, or under any Global Security, and each Depositary or its
     nominee, as the case may be, may be treated by the Company, the Trustee and
     any agent of the Company or the Trustee as the absolute owner and Holder of
     such Global Security for all purposes whatsoever. Notwithstanding the
     foregoing, nothing herein shall prevent the Company, the Trustee or any
     agent of the Company or the Trustee from giving effect to any written
     certification, proxy or other authorization furnished by the applicable
     Depositary or such nominee, as the case may be, or impair, as between DTC,
     Euroclear and Clearstream, their respective Agent Members and any other
     person on whose behalf an Agent Member may act, the operation of

<Page>

                                      -56-

     customary practices of such Persons governing the exercise of the rights of
     a Holder of any Note.

SECTION 2.17.       SPECIAL TRANSFER PROVISIONS.

          (a)  TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS. If Securities
are being transferred to an Institutional Accredited Investor, the Securities
shall be accompanied by delivery of a transferee certificate for Institutional
Accredited Investors substantially in the form of Exhibit D hereto and an
opinion of counsel reasonably satisfactory to the Company to the effect that
such transfer is in compliance with the Securities Act.

          (b)  OTHER TRANSFERS. If a Holder proposes to transfer an Initial
Security pursuant to any exemption from the registration requirements of the
Securities Act other than as provided for above, the Registrar shall only
register such transfer or exchange if such transferor delivers to the Registrar
and the Trustee an Opinion of Counsel satisfactory to the Company and the
Registrar that such transfer is in compliance with the Securities Act and the
terms of this Indenture; provided that the Company may, based upon the opinion
of its counsel, instruct the Registrar by a Company Order not to register such
transfer in any case where the proposed transferee is not a QIB, an
Institutional Accredited Investor or a non-U.S. Person.

          (c)  GENERAL. By its acceptance of any Security bearing Legends, each
Holder of such a Security acknowledges the restrictions on transfer of such
Security set forth in this Indenture and in the Legends and agrees that it will
transfer such Security only as provided in this Indenture.

          The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.15, 2.16 or this Section
2.17 for a period of two years, after which time such letters, notices and other
written communications shall at the written request of the Company be delivered
to the Company. The Company shall have the right to inspect and make copies of
all such letters, notices or other written communications at any reasonable time
upon the giving of reasonable prior written notice to the Registrar.

SECTION 2.18.       ISSUANCE OF ADDITIONAL NOTES.

          The Company shall be entitled to issue Additional Notes, under this
Indenture which shall have substantially identical terms as the Initial Notes,
other than with respect

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                                      -57-

to the date of issuance, issue price, currency denomination (in the case of
Dollar Notes), amount of interest payable on the first payment date applicable
thereto or upon a registration default as provided under a registration rights
agreement related thereto and, terms of optional redemption, if any (and, if
such Additional Notes shall be issued in the form of Exchange Notes, other than
with respect to transfer restrictions); PROVIDED that such issuance is not
prohibited by Section 4.12; provided, further, that the aggregate principal
value of Notes issued under this Indenture shall not exceed the greater of EU700
million or $700 million except as provided in Sections 2.07 and 2.08, such
aggregate principal amount to be calculated by the Company at a rate of EU1.00
per US$0.932535 and PROVIDED, FURTHER, that no Additional Notes may be
authenticated and delivered in an aggregate principal amount of less than EU50
million, in the case of Euro Notes (or $50 million, without duplication, in the
case of Dollar Notes) per issuance. The Initial Notes, any Additional Notes and
all Exchange Notes issued in exchange therefor shall be treated as a single
class for all purposes under this Indenture in accordance with Section 2.02.

          With respect to any Additional Notes, the Company shall set forth in a
resolution of its Board of Managers (or a duly appointed committee thereof) and
in an Officers' Certificate, a copy of each of which shall be delivered to the
Trustee, the following information:

          (1) the aggregate principal amount of such Additional Notes to be
     authenticated and delivered pursuant to this Indenture;

          (2) the issue price and the issue date of such Additional Notes and
     the amount of interest payable on the first payment date applicable
     thereto; and

          (3) whether such Additional Notes shall be transfer restricted
     securities and issued in the form of Initial Notes or shall be registered
     securities issued in the form of Exchange Notes, each as set forth in the
     Exhibits hereto.

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                                      -58-

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.       NOTICES TO TRUSTEE.

          If the Company elects to redeem Notes pursuant to paragraph 5 of the
Notes, it shall notify the Trustee and the Paying Agent in writing of the
Redemption Date and the aggregate principal amount of the Notes to be redeemed.
Such notice must be given at least 35 days prior to the Redemption Date (unless
a shorter notice shall be satisfactory to the Trustee), but shall not be given
more than 60 days before the Redemption Date. Any such notice may be cancelled
at any time prior to notice of such redemption being mailed to any Holder and
shall thereby be void and of no effect.

SECTION 3.02.       SELECTION OF NOTES TO BE REDEEMED.

          If less than all of the Notes are to be redeemed at any time,
selection of such Notes for redemption will be made by the Trustee in compliance
with the requirements of the principal national securities exchange, if any, on
which such Notes are listed or, if such Notes are not listed on a national
securities exchange, on a PRO RATA basis, by lot or by such method as the
Trustee shall deem fair and appropriate; PROVIDED, HOWEVER, that no Notes of a
principal amount of $1,000 or EU1,000, as the case may be, or less shall be
redeemed in part. On and after the Redemption Date, interest shall cease to
accrue on the Notes or portions thereof called for redemption; PROVIDED,
FURTHER, HOWEVER, that if a partial redemption is made with the proceeds of an
Equity Offering, selection of the Notes or portions thereof for redemption shall
be made by the Trustee only on a PRO RATA basis or on as nearly a PRO RATA basis
as is practicable (subject to DTC, Euroclear or Clearstream procedures), unless
such method is otherwise prohibited.

SECTION 3.03.       NOTICE OF REDEMPTION.

          At least 30 days but not more than 60 days before a Redemption Date,
the Company shall mail or cause to be mailed a notice of redemption by
first-class mail to each Holder whose Notes are to be redeemed at its registered
address, with a copy to the Trustee. At the Company's request, the Trustee shall
give the notice of redemption in the Company's name and at the Company's
expense. Each notice for redemption shall identify the Notes to be redeemed and
shall state:

<Page>

                                      -59-

          (1)  the Redemption Date;

          (2)  the redemption price and the amount of accrued interest, if any,
     to be paid (the "Redemption Price");

          (3)  the paragraph and subparagraph of the Notes pursuant to which the
     Notes are being redeemed;

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

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

          (6)  that, unless the Company defaults in making the redemption
     payment, interest, if any, on Notes called for redemption shall cease to
     accrue on and after the Redemption Date, and the only remaining right of
     the Holders of such Notes is to receive payment of the Redemption Price
     upon surrender to the Paying Agent of the Notes redeemed;

          (7)  that, 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, and upon cancellation of such Note, a new Note or Notes in the
     aggregate principal amount equal to the unredeemed portion thereof will be
     issued in the name of the Holder;

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

          (9)  whether the redemption is conditioned on any events and what such
     conditions are.

          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 Notes.

SECTION 3.04.       EFFECT OF NOTICE OF REDEMPTION.

          Once notice of redemption is mailed in accordance with Section 3.03,
Notes called for redemption become due and payable on the Redemption Date and at
the Redemption Price.

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                                      -60-

Upon surrender to the Trustee or Paying Agent, such Notes called for redemption
shall be paid at the Redemption Price, but installments of interest, the
maturity of which is on or prior to the Redemption Date, shall be payable to
Holders of record at the close of business on the relevant record dates referred
to in the Notes. Interest shall accrue on or after the Redemption Date and shall
be payable only if the Company defaults in payment of the Redemption Price.

SECTION 3.05.       DEPOSIT OF REDEMPTION PRICE.

          On or before the Redemption Date, the Company shall deposit with the
Paying Agent U.S. Legal Tender (in the case of Dollar Notes) and/or euros (in
the case of Euro Notes) sufficient to pay the Redemption Price of all Notes to
be redeemed on that date. The Paying Agent shall promptly return to the Company
any U.S. Legal Tender (in the case of Dollar Notes) and/or euros (in the case of
Euro Notes) so deposited that is not required for that purpose, except with
respect to monies owed as obligations to the Trustee pursuant to Article Seven.

          Unless the Company fails to comply with the preceding paragraph and
defaults in the payment of such Redemption Price, interest on the Notes to be
redeemed will cease to accrue on and after the applicable Redemption Date,
whether or not such Notes are presented for payment.

SECTION 3.06.       NOTES REDEEMED IN PART.

          Upon surrender of a Note that is to be redeemed in part, the Trustee
shall authenticate for the Holder a new Note or Notes equal in principal amount
to the unredeemed portion of the Note surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.       PAYMENT OF NOTES.

          The Company shall pay the interest on the Notes on the dates and in
the manner provided in the Notes. An installment of principal of or interest on
the Notes shall be considered paid on the date it is due if the Trustee or
Paying Agent holds on that date U.S. Legal Tender (in the case of Dollar Notes)
and/or euros (in the case of Euro Notes) designated for

<Page>

                                      -61-

and sufficient to pay the installment. Interest on the Notes will be
computed on the basis of a 360-day year comprised of twelve 30-day months.

          Notwithstanding anything to the contrary contained in this Indenture,
the Company 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 principal, premium or interest payments hereunder.

SECTION 4.02.       MAINTENANCE OF OFFICE OR AGENCY.

          The Company shall maintain the office or agency required under Section
2.03. The Company shall give prior notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the address of the Trustee set
forth in Section 12.02.

SECTION 4.03.       LIMITATION ON RESTRICTED PAYMENTS.

          The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, (a) declare or pay any
dividend or make any distribution (other than dividends or distributions payable
solely in Qualified Capital Stock of the Company) on or in respect of shares of
the Company's Capital Stock to holders of such Capital Stock, (b) purchase,
redeem or otherwise acquire or retire for value any Capital Stock of the Company
or any warrants, rights or options to purchase or acquire shares of any class of
such Capital Stock, (c) make any principal payment on, purchase, defease,
redeem, prepay, decrease or otherwise acquire or retire for value, prior to any
scheduled final maturity, scheduled repayment or scheduled sinking fund payment,
any Indebtedness of the Company that is subordinate or junior in right of
payment to the Notes or (d) make any Investment (other than Permitted
Investments) (each of the foregoing actions set forth in clauses (a), (b), (c)
and (d) being referred to as a "Restricted Payment"), if at the time of such
Restricted Payment or immediately after giving effect thereto, (i) a Default or
an Event of Default shall have occurred and be continuing, (ii) the Company is
not able to incur at least $1.00 of additional Indebtedness (other than
Permitted Indebtedness) in compliance with Section 4.12, or (iii) the aggregate
amount of Restricted Payments (including such proposed Restricted Payment) made

<Page>

                                      -62-

subsequent to June 30, 1999 (the amount expended for such purposes, if other
than in cash, being the fair market value of such property as determined
reasonably and in good faith by the Board of Managers of the Company) shall
exceed the sum of: (x) 50% of the cumulative Consolidated Net Income (or if
cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of
the Company earned from June 30, 1999 through the last day of the last full
fiscal quarter immediately preceding the date the Restricted Payment occurs (the
"Reference Date") (treating such period as a single accounting period); plus (y)
100% of the aggregate net cash proceeds received by the Company from any Person
(other than a Subsidiary of the Company) from the issuance and sale subsequent
to June 30, 1999 and on or prior to the Reference Date of Qualified Capital
Stock of the Company (other than Specified Venture Capital Stock); plus (z)
without duplication of any amounts included in clause (iii) (y) above, 100% of
the aggregate net cash proceeds of any equity contribution received by the
Company from a holder of the Company's Capital Stock.

          Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph shall not prohibit: (1) the payment of any
dividend within 60 days after the date of declaration of such dividend if the
dividend would have been permitted on the date of declaration; (2) the
acquisition of any shares of Capital Stock of the Company, either (i) solely in
exchange for shares of Qualified Capital Stock of the Company or (ii) if no
Default or Event of Default shall have occurred and be continuing, through the
application of net proceeds of a substantially concurrent sale or incurrence for
cash (other than to a Subsidiary of the Company) of shares of Qualified Capital
Stock of the Company; (3) the 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 shares of Qualified Capital Stock of the Company, or (ii) if no
Default or Event of Default shall have occurred and be continuing, 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) shares of Qualified
Capital Stock of the Company or (B) Refinancing Indebtedness; (4) so long as no
Default or Event of Default shall have occurred and be continuing, repurchases
by the Company of, or dividends to Holdings to permit repurchases by Holdings
of, Common Stock of the Company or Holdings from employees of the Company or any
of its Subsidiaries or their authorized representatives upon the death,
disability or termination of employment of such employees, in an aggregate
amount not to exceed $4 million in any calendar year; (5) the redemption or
repurchase

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                                      -63-

of any Common Stock of the Company held by a Restricted Subsidiary of the
Company which obtained such Common Stock directly from the Company; (6)
distributions to the members of the Company in accordance with the Tax Sharing
Agreement; (7) payments to Holdings for legal, audit and other expenses directly
relating to the administration of Holdings (including fees and expenses relating
to the Holdings Zero Coupon Notes) which when aggregated with loans made to
Holdings in accordance with clause (xvii) under the definition of "Permitted
Investments" will not exceed $3.0 million in any fiscal year; (8) the payment of
consideration by a third party to equity holders of the Company; (9) additional
Restricted Payments in an aggregate amount not to exceed $10 million since June
30, 1999; (10) payments of dividends on Disqualified Capital Stock issued in
accordance with Section 4.12 and (11) distributions or investments to effect the
transactions contemplated by the Contribution Agreement and the financing
thereof. In determining the aggregate amount of Restricted Payments made
subsequent to June 30, 1999 in accordance with clause (iii) of the immediately
preceding paragraph, cash amounts expended pursuant to clauses (1), (2) and (4)
shall be included in such calculation.

          Not later than the date of making any Restricted Payment pursuant to
clause (iii) of the second preceding paragraph or clause (9) of the immediately
preceding paragraph, the Company shall deliver to the Trustee an officers'
certificate stating that such Restricted Payment complies with this Indenture
and setting forth in reasonable detail the basis upon which the required
calculations were computed, which calculations may be based upon the Company's
quarterly financial statements last provided to the Trustee pursuant to Section
4.09.

SECTION 4.04.      CORPORATE 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 corporate 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.

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                                      -64-

SECTION 4.05.       PAYMENT OF TAXES AND OTHER CLAIMS.

          The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (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 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.       MAINTENANCE OF PROPERTIES AND INSURANCE.

          (a) The Company shall, and shall cause each of its Restricted
Subsidiaries to, make all reasonable efforts to maintain its material properties
in normal condition (subject to ordinary wear and tear) and make all reasonably
necessary repairs, renewals or replacements thereto as in the judgment of the
Company may be reasonably necessary to the conduct of the business of the
Company and 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.

          (b) The Company shall provide or cause to be provided, for itself and
each of its Restricted Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the reasonable,
good faith opinion of the Company, are reasonably adequate and appropriate for
the conduct of the business of the Company and such Restricted Subsidiaries.

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                                      -65-

SECTION 4.07.       COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT.

          (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 4.09 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.

          (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 4.08.       COMPLIANCE WITH LAWS.

          The Company shall comply, and shall cause each of its Restricted
Subsidiaries to comply, with all applicable statutes, rules, regulations, orders
and restrictions of the United

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                                      -66-

States of America, all states and municipalities thereof, and of any
governmental department, commission, board, regulatory authority, bureau, agency
and instrumentality of the foregoing, in respect of the conduct of their
respective businesses and the ownership of their respective properties, except
for such noncompliances as 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 4.09.       REPORTS TO HOLDERS.

          Whether or not required by the Commission, so long as any Notes are
outstanding, after the date the Exchange Offer is required to be consummated,
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:

          (1) 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

          (2) 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 (1)
and (2) above with the Commission for public availability within the time
periods specified in the Commission's rules and regulations (unless the
Commission

<Page>
                                      -67-

will not accept such a filing) and make such information available to securities
analysts and prospective investors upon request.

SECTION 4.10.       WAIVER OF STAY, EXTENSION OR 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 principal 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 4.11.       LIMITATIONS ON 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. All Affiliate Transactions (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 Managers of the Company or such Restricted
Subsidiary, as the case may be, such approval to be evidenced by a Board
Resolution stating that such Board of Managers 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

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                                      -68-

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 Company's Board of
Managers 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; and (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 Managers 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.

SECTION 4.12.       LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS.

          The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume,
guarantee, acquire, become liable, contingently or otherwise, with respect to,
or otherwise become responsible for payment of (collectively, "incur") any
Indebtedness (other than Permitted Indebtedness); PROVIDED, HOWEVER,

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                                      -69-

if no Default or Event of Default shall have occurred and be continuing at the
time of or as a consequence of the incurrence of any such Indebtedness, the
Company and its Restricted Subsidiaries which are Guarantors may incur
Indebtedness (including, without limitation, Acquired Indebtedness) and
Restricted Subsidiaries of the Company which are not Guarantors may incur
Acquired Indebtedness, in each case if on the date of the incurrence of such
Indebtedness, after giving effect to the incurrence thereof, the Consolidated
Fixed Charge Coverage Ratio of the Company is greater than 2.0 to 1.0.

SECTION 4.13.       LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS
                    AFFECTING SUBSIDIARIES.

          The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary of the Company to (a) pay dividends or make
any other distributions on or in respect of its Capital Stock; (b) make loans or
advances or to pay any Indebtedness or other obligation owed to the Company or
any other Restricted Subsidiary of the Company; or (c) transfer any of its
property or assets to the Company or any other Restricted Subsidiary of the
Company, except for such encumbrances or restrictions existing under or by
reason of: (1) applicable law; (2) this Indenture; (3) customary non-assignment
provisions of any contract or any lease governing a leasehold interest of any
Restricted Subsidiary of the Company; (4) any agreements existing at the time of
acquisition of any Person or the properties or assets of the Person so acquired
(including agreements governing Acquired Indebtedness), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person or the properties or assets of the Person so
acquired; (5) agreements existing on the Issue Date to the extent and in the
manner such agreements are in effect on the Issue Date; (6) restrictions imposed
by any agreement to sell assets or Capital Stock permitted under this Indenture
to any Person pending the closing of such sale; (7) any agreement or instrument
governing Capital Stock of any Person that is acquired; (8) Indebtedness or
other contractual requirements of a Securitization Entity in connection with a
Qualified Securitization Transaction; provided that such restrictions apply only
to such Securitization Entity; (9) Liens incurred in accordance with the
covenant described under Section 4.18; (10) restrictions on cash or other
deposits or net worth imposed by customers under contracts entered into in the
ordinary course of business; (11) the Credit Facilities; (12) any restriction
under

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                                      -70-

an agreement governing Indebtedness of a Foreign Subsidiary permitted under
Section 4.12; (13) customary restrictions in Capitalized Lease Obligations,
security agreements or mortgages securing Indebtedness of the Company or a
Restricted Subsidiary to the extent such restrictions restrict the transfer of
the property subject to such Capitalized Lease Obligations, security agreements
or mortgages; (14) customary provisions in joint venture agreements and other
similar agreements (in each case relating solely to the respective joint venture
or similar entity or the equity interests therein) entered into in the ordinary
course of business; (15) contracts entered into in the ordinary course of
business, not relating to Indebtedness, and that do not, individually or in the
aggregate, detract from the value of property or assets of the Company or any
Restricted Subsidiary in any manner material to the Company or any Restricted
Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance
the Indebtedness issued, assumed or incurred pursuant to an agreement referred
to in clause (2), (4), (5), (8), (11), (12) or (13) above; PROVIDED, HOWEVER,
that the provisions relating to such encumbrance or restriction contained in any
such Indebtedness are no less favorable to the Company in any material respect
as determined by the Board of Managers of the Company in their reasonable and
good faith judgment than the provisions relating to such encumbrance or
restriction contained in agreements referred to in such clause (2), (4), (5),
(8), (11), (12) or (13).

SECTION 4.14.       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 (equal to $1,000
or EU1,000, as the case may be, 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 principal amount
thereof plus accrued and unpaid interest, if any, to 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 and all other Senior Debt 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 all other such Senior
Debt and to repay the Indebtedness owed to each lender which has accepted such
offer or (ii) obtain the requisite consents under the Credit

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                                      -71-

Facilities and all other Senior Debt 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 (3), and not clause (2), 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:

          (1)  that the Change of Control Offer is being made pursuant to
     Section 4.14 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 accrue interest;

          (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 accrue interest 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

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                                      -72-

     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 his election to
     have such Note purchased;

          (7)  that Holders whose Notes are purchased only in part will be
     issued new Notes in a principal amount equal to the unpurchased portion of
     the Notes surrendered; PROVIDED, HOWEVER, that each Note purchased and each
     new Note issued shall be in a principal amount of $1,000, EU1,000 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 and EU1,000) validly tendered pursuant to the Change of Control Offer,
(ii) deposit with the Paying Agent in accordance with Section 2.14 U.S. Legal
Tender and/or euros 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 or cause to be transferred by
book-entry to such Holders new Notes equal in principal amount to any
unpurchased portion of the Notes surrendered, provided that each such new Note
will be in the same currency as the surrendered Note and in a principal amount
of $1,000 or EU1,000, as the case may be, or an integral multiple thereof. 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 4.14, the Trustee shall act as the
Paying Agent.

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                                      -73-

          (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 4.15.       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
Company's Board of Managers); (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
Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof
either (A) to prepay any Senior Debt, Guarantor Senior Debt or Indebtedness of a
Restricted Subsidiary that is not a Guarantor 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, (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

<Page>

                                      -74-

the Company or its Subsidiaries; PROVIDED that Net Cash Proceeds in excess of
$30 million in the aggregate since June 30, 1999 from Asset Sales involving
assets of the Company or a Guarantor (other than the Capital Stock of a Foreign
Subsidiary) shall only be reinvested in (x) assets which will be owned by the
Company or a Guarantor and not constituting an Investment or (y) the capital
stock of a Person that becomes a Guarantor or (C) a combination of prepayment,
repurchase and investment permitted by the foregoing clauses (iii) (A), (iii)
(B) and (iii) (C). On the 366th day after an Asset Sale or such earlier date, if
any, as the Board of Managers of the Company or of such Restricted Subsidiary
determines not to apply the Net Cash Proceeds relating to such Asset Sale as set
forth in clauses (iii) (A), (iii) (B) and (iii) (C) of the next preceding
sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of
Net Cash Proceeds which have not been applied on or before such Net Proceeds
Offer Trigger Date as permitted in clauses (iii) (A), (iii) (B) and (iii) (C) of
the next preceding 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
principal amount 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
Cash Proceeds thereof shall be applied in accordance with this Section 4.15. 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.

<Page>

                                      -75-

          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 4.15, 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 Cash Proceeds for
purposes of this Section 4.15.

          (b)  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 Cash Proceeds subject to
the provisions of the two preceding paragraphs.

          (c)  Subject to the deferral right set forth in the final proviso of
Section 4.15(a), each notice of a Net Proceeds Offer pursuant to this Section
4.15 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:

          (1)  that the Net Proceeds Offer is being made pursuant to Section
     4.15 of the Indenture, that all Notes tendered will be accepted for
     payment; PROVIDED, HOWEVER, that if the aggregate principal amount of Notes
     tendered in a Net Proceeds Offer plus accrued interest 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 EU1,000, as applicable, or multiples
     thereof shall be purchased) and that the Net Proceeds Offer shall remain
     open for a period of 20

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                                      -76-

     Business Days or such longer periods as may be required by law;

          (2)  the purchase price (including the amount of accrued interest) 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);

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

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

          (5)  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;

          (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
     Net Proceeds Offer 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 his election to have such Note purchased; and

          (7)  that Holders whose Notes are purchased only in part will be
     issued new Notes in a principal amount equal to the unpurchased portion of
     the Note surrendered; PROVIDED, HOWEVER, that each Note purchased and each
     new Note issued shall be in an original principal amount of $1,000, EU1,000
     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 and EU1,000) validly tendered pursuant to the Net Proceeds Offer, (ii)
deposit with the Paying Agent in accordance with Section 2.14 U.S. Legal Tender
(in the case of Dollar Notes) and/or euros (in the case of Euro

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                                      -77-

Notes) 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 principal
amount 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 4.15, 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 Cash Proceeds subject to such Net
Proceeds Offer, the Company may use any remaining portion of such Net Cash
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.

SECTION 4.16.       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

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Notes and subordinate in right of payment to any other Indebtedness of the
Company.

SECTION 4.17.       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.

SECTION 4.18.       LIMITATION ON LIENS.

          The Company shall not, and shall not cause or permit any of its
Restricted Subsidiaries to create, incur, assume or permit or suffer to exist
any Liens of any kind upon any property or assets of the Company or any
Restricted Subsidiary now owned or hereafter acquired, which secures
Indebtedness PARI PASSU with or subordinated to the Notes unless (i) if such
Lien secures Indebtedness which is PARI PASSU with the Notes, then the Notes are
secured on an equal and ratable basis with the obligations so secured until such
time as such obligation is no longer secured by a Lien or (ii) if such Lien
secures Indebtedness which is subordinated to the Notes, any such Lien shall be
subordinated to a Lien granted to the Holders of the Notes in the same
collateral as that securing such Lien to the same extent as such subordinated
Indebtedness is subordinated to the Notes.

SECTION 4.19.       LIMITATION OF GUARANTEES BY RESTRICTED SUBSIDIARIES.

          The Company will not permit any of its Restricted Subsidiaries,
directly or indirectly, by way of the pledge of any intercompany note or
otherwise, to assume, guarantee or in any other manner become liable with
respect to any Indebtedness of the Company or any other Restricted Subsidiary
(other than (A) Indebtedness under Currency Agreements and Commodity Agreements

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                                      -79-

in reliance on clause (v) of the definition of Permitted Indebtedness, (B)
Interest Swap Obligations incurred in reliance on clause (iv) of the definition
of Permitted Indebtedness or (C) any guarantee by a Foreign Subsidiary of
Indebtedness of another Foreign Subsidiary permitted under Section 4.12),
unless, in any such case (a) such Restricted Subsidiary that is not a Guarantor
executes and delivers a supplemental indenture to this Indenture, providing a
guarantee of payment of the Notes by such Restricted Subsidiary (the
"Guarantee") and (b) (x) if any such assumption, guarantee or other liability of
such Restricted Subsidiary is provided in respect of Senior Debt, the guarantee
or other instrument provided by such Restricted Subsidiary in respect of such
Senior Debt may be superior to the Guarantee pursuant to subordination
provisions no less favorable in any material respect to the Holders than those
contained in this Indenture and (y) if such assumption, guarantee or other
liability of such Restricted Subsidiary is provided in respect of Indebtedness
that is expressly subordinated to the Notes, the guarantee or other instrument
provided by such Restricted Subsidiary in respect of such subordinated
Indebtedness shall be subordinated to the Guarantee pursuant to subordination
provisions no less favorable in any material respect to the Holders than those
contained in this Indenture.

          Notwithstanding the foregoing, any such Guarantee by a Restricted
Subsidiary of the Notes shall provide by its terms that it shall be
automatically and unconditionally released and discharged, without any further
action required on the part of the Trustee or any Holder, upon: (i) the
unconditional release of such Restricted Subsidiary from its liability in
respect of the Indebtedness in connection with which such Guarantee was executed
and delivered pursuant to the preceding paragraph; or (ii) any sale or other
disposition (by merger or otherwise) to any Person which is not a Restricted
Subsidiary of the Company of all of the Capital Stock in, or all or
substantially all of the assets of, such Restricted Subsidiary or the parent of
such Restricted Subsidiary; PROVIDED that (a) such sale or disposition of such
Capital Stock or assets is otherwise in compliance with the terms of this
Indenture and (b) such assumption, guarantee or other liability of such
Restricted Subsidiary has been released by the holders of the other Indebtedness
so guaranteed or (iii) such Guarantor becoming an Unrestricted Subsidiary in
accordance with this Indenture.

SECTION 4.20.       CONDUCT OF BUSINESS.

          The Company and its Restricted Subsidiaries (other than a
Securitization Entity) will not engage in any businesses

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                                      -80-

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. HI
Financial shall only conduct the business of holding Indebtedness of Restricted
Subsidiaries of the Company and shall not incur or be liable for any
Indebtedness other than guarantees otherwise permitted under this Indenture. TG
shall only conduct the business of holding the equity interests in Restricted
Subsidiaries and shall not incur or be liable for any Indebtedness other than
guarantees otherwise permitted under this Indenture. Holdings U.K. shall only
conduct the business of holding equity interests and Indebtedness of Restricted
Subsidiaries and shall not incur or be liable for any Indebtedness other than
Indebtedness owing to the Company or HI Financial. Funds directly or indirectly
advanced to any Foreign Subsidiary by the Company or any Domestic Subsidiary may
only be so advanced if such funds are (i) advanced directly by the Company or a
Domestic Restricted Subsidiary, (ii) contributed to HI Financial as common
equity and HI Financial loans such funds, directly or indirectly through Wholly
Owned Restricted Subsidiaries, to such Foreign Subsidiary or (iii) contributed
to TG as common equity and TG invests such funds in such Foreign Subsidiary.

SECTION 4.21.       CAPITAL STOCK OF CERTAIN SUBSIDIARIES.

          The Company will at all times hold directly, or indirectly through a
Wholly Owned Restricted Subsidiary, (i) all issued and outstanding Capital Stock
of TG, other than Class A Shares issued pursuant to the terms of the
Contribution Agreement, which will be held by an ICI Affiliate and (ii) all
issued and outstanding Capital Stock of Holdings U.K., other than Class B Shares
issued pursuant to the terms of the Contribution Agreement, which will be held
by a Huntsman Affiliate. Neither TG nor Holdings U.K. will issue any Capital
Stock (or any direct or indirect rights, options or warrants to acquire such
Capital Stock) to any Person other than the Company or a Wholly Owned Restricted
Subsidiary of the Company except to qualify directors if required by applicable
law or other similar legal requirements and the Class A Shares and Class B
Shares described in the preceding sentence. TG will not make any direct or
indirect distribution with respect to its Capital Stock to any Person other than
the Company or a Wholly Owned Restricted Subsidiary of the Company except that
after the UK Holdco Notes have been paid in full, dividends may be paid on the
Class A Shares of TG in an amount not to exceed 1% of the dividends

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                                      -81-

paid by TG. Holdings U.K. will not make any direct or indirect distribution with
respect to its Capital Stock to any Person other than the Company or a Wholly
Owned Restricted Subsidiary of the Company and other than nominal dividends on
the Class B Shares.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.       MERGER, CONSOLIDATION AND SALE OF ASSETS.

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

               (i)  either (1) the Company shall be the surviving or continuing
          corporation or (2) the Person (if other than the Company) formed by
          such consolidation or into which the Company is merged or the Person
          that acquires by sale, assignment, transfer, lease, conveyance or
          other disposition the properties and assets of the Company and of the
          Company's Restricted Subsidiaries substantially as an entirety (the
          "Surviving Entity") (x) shall be an entity organized and validly
          existing under the laws of the United States or any State thereof or
          the District of Columbia and (y) shall expressly assume, by
          supplemental indenture (in form and substance satisfactory to the
          Trustee), executed and delivered to the Trustee, the due and punctual
          payment of the principal of, and premium, if any, and interest on all
          the Notes and the performance of every covenant of the Notes and this
          Indenture on the part of the Company to be performed or observed;

               (ii) immediately after giving effect to such transaction and the
          assumption contemplated by clause (i) (2) (y) above (including giving
          effect to any Indebtedness and Acquired Indebtedness incurred or
          anticipated to be incurred in connection with or in respect of such
          transaction), the Company or such Surviving Entity, as the case may
          be,

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                                      -82-

          shall be able to incur at least $1.00 of additional Indebtedness
          (other than Permitted Indebtedness) pursuant to Section 4.12;

               (iii) immediately before and immediately after giving effect to
          such transaction and the assumption contemplated by clause (i) (2) (y)
          above (including, without limitation, giving effect to any
          Indebtedness and Acquired Indebtedness incurred or anticipated to be
          incurred and any Lien granted in connection with or in respect of the
          transaction), no Default or Event of Default shall have occurred or be
          continuing; and

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

          (b)  For purposes of this Section 5.01, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of related
transactions) of all or substantially all of the properties and assets of one or
more Restricted Subsidiaries of the Company, the Capital Stock of which
constitutes all or substantially all of the properties or assets of the Company,
will be deemed to be the transfer of all or substantially all of the properties
and assets of the Company.

          (c)  Each Guarantor (other than any Guarantor whose Guarantee is to be
released in accordance with the terms of the Guarantee and this Indenture in
connection with any transaction complying with the provisions of Section 4.15)
will not, and the Company will not cause or permit any Guarantor to, consolidate
with or merge with or into any Person other than the Company or any other
Guarantor unless: (i) the entity formed by or surviving any such consolidation
or merger (if other than the Guarantor) or to which such sale, lease, conveyance
or other disposition shall have been made assumes by supplemental indenture all
of the obligations of the Guarantor on its Guarantee; (ii) immediately after
giving effect to such transaction, no Default or Event of Default shall have
occurred and be continuing; and (iii) immediately after giving effect to such
transaction and the use of any net proceeds therefrom on a PRO FORMA

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                                      -83-

basis, the Company could satisfy the provisions of clause (ii) of the
first paragraph of this Section 5.01. Any merger or consolidation of a Guarantor
with and into the Company (with the Company being the surviving entity) or
another Guarantor need not comply with clause (a) above.

          Notwithstanding anything in this Section 5.01 to the contrary, (a) the
Company may merge with an Affiliate that has no material assets or liabilities
and that is incorporated or organized solely for the purpose of reincorporating
or reorganizing the Company in another state of the United States or the
District of Columbia to realize tax benefits without complying with clause (ii)
of the first paragraph of this covenant and (b) 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, combination or merger, or any transfer of all
or substantially all of the assets of the Company in accordance with Section
5.01 in which the Company is not the continuing corporation, the successor
Person formed by such consolidation or into which the Company is merged or to
which such conveyance, lease or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture and the Notes with the same effect as if such surviving entity
had been named as such.

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01.       EVENTS OF DEFAULT.

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

          (1) 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 (whether or not
such payment

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                                      -84-

shall be prohibited by the subordination provisions described under Article
Ten);

          (2)  the failure to pay principal on any Notes, when such principal
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) (whether or not such payment shall be
prohibited by the provisions described under Article Ten);

          (3)  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 outstanding principal amount of the Notes (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);

          (4)  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 $25.0 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;

          (5)  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;

          (6)  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

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                                      -85-

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 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;

          (7)  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; or

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

SECTION 6.02.       ACCELERATION.

          (a) If an Event of Default (other than an Event of Default specified
in Section 6.01(6) or (7) with respect to the Company) shall occur and be
continuing, the Trustee or the Holders of at least 25% in principal amount of
outstanding Notes may declare the principal 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 principal amount 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 or
if there are any amounts outstanding under the Designated Senior Debt, shall
become immediately due and payable upon the first to occur of an acceleration
under the Designated Senior Debt or 5 Business Days after

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                                      -86-

receipt by the Company and the Representative under the Designated Senior Debt
of such Acceleration Notice. If an Event of Default specified in Section 6.01(6)
or (7) 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
principal amount 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 principal 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 installments of interest and overdue payments of principal, 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(6) and (7), 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.

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 principal of, premium, if any, or accrued and unpaid interest on the
Notes or to enforce the performance of any provision of the Notes or this
Indenture.

          The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Noteholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute

<Page>

                                      -87-

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 PAST DEFAULTS.

          Subject to Sections 6.07 and 9.02, the Holders of a majority in
principal amount 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 principal of or interest on any Note as specified in clauses (1)
and (2) of Section 6.01.

SECTION 6.05.       CONTROL BY MAJORITY.

          Subject to Section 2.09, the Holders of a majority in aggregate
principal amount 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:

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

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

          (3)  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;

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                                      -88-

          (4)  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

          (5)  during such 45-day period the Holders of a majority in aggregate
     principal amount 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 TO RECEIVE PAYMENT.

          Notwithstanding any other provision of this Indenture, the right of
any Holder to receive payment of principal 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 in payment of principal or interest specified
in clause (1) or (2) of Section 6.01 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 amount of principal and
accrued interest remaining unpaid, together with 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

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                                      -89-

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 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
     principal, premium, if any, and interest, ratably, without preference or
     priority of any kind, according to the amounts due and payable on the Notes
     for principal, premium, if any, and interest, 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.

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                                      -90-

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 Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.06 or 6.07.

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.       DUTIES OF TRUSTEE.

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

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

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

          (2)  In the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates (including Officers' Certificates)
or opinions (including Opinions of Counsel) furnished to the Trustee and
conforming to the requirements of this Indenture. However, as to any
certificates or opinions which are required by any provision of this Indenture
to be delivered or provided to the Trustee, the Trustee shall examine the
certificates and opinions to determine

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                                      -91-

whether or not they conform to the requirements of this Indenture.

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

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

          (2)  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.

          (3)  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 6.02, 6.04 or 6.05.

          (d)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

          (e)  Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section 7.01.

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

SECTION 7.02.       RIGHTS OF TRUSTEE.

          Subject to Section 7.01:

          (a)  In the absence of bad faith, negligence or willful misconduct on
the part of the Trustee, the Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon any document believed by it
to be genuine and to have been signed or presented by the proper Person.

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                                      -92-

The Trustee need not investigate any fact or matter stated in the document.

          (b)  Before the Trustee acts or refrains from acting, it may consult
with counsel and may require an Officers' Certificate or an Opinion of Counsel,
which shall conform to Sections 13.04 and 13.05. The Trustee shall not be liable
for and shall be fully protected in respect of any action it takes or omits to
take in good faith in reliance on such Officers' Certificate, or an Opinion of
Counsel or advice of counsel.

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

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

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

          (f)  The Trustee may consult with counsel of its selection and the
advice or opinion of counsel with respect to legal matters relating to this
Indenture and the Notes shall be full and complete authorization and protection
from liability with respect to any action taken, omitted or suffered by it
hereunder in good faith and in accordance with the advice or opinion of such
counsel.

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

<Page>

                                      -93-

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

          (i)  The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, attorneys
or independent contractors and the Trustee will not be responsible for any
misconduct or negligence on the part of any agent, attorney or independent
contractor appointed with due care by it hereunder.

          (j)  The Trustee shall not be deemed to have notice of any Default of
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Notes and this Indenture.

          (k)  The rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder.

          (l)  The Trustee may request that the Company deliver an Incumbency
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Incumbency Certificate may be signed by any person authorized to sign an
Incumbency Certificate, including any person as so authorized in any such
certificate previously delivered and not superseded.

SECTION 7.03.       INDIVIDUAL RIGHTS OF TRUSTEE.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company, any
Restricted or Unrestricted Subsidiary, or their respective Affiliates, with the
same rights it would have if it were not Trustee. Any Agent may do the same with
like rights. However, the Trustee must comply with Sections 7.10 and 7.11.

SECTION 7.04.       TRUSTEE'S DISCLAIMER.

          The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Notes, and it shall

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                                      -94-

not be accountable for the Company's use of the proceeds from the Notes, and it
shall not be responsible for any statement of the Company in this Indenture or
the Notes other than the Trustee's certificate of authentication.

SECTION 7.05.       NOTICE OF DEFAULT.

          If a Default or an Event of Default occurs and is continuing and if
the Trustee has actual knowledge of such Default or Event of Default, the
Trustee shall mail to each Noteholder notice of the uncured Default or Event of
Default within 90 days after such Default or Event of Default occurs. Except in
the case of a Default or an Event of Default in the payment of interest or
principal of, premium or interest on, any Note, including an accelerated payment
and the failure to make payment on the Change of Control Payment Date pursuant
to a Change of Control Offer or on the Proceeds Purchase Date pursuant to a Net
Proceeds Offer and, except in the case of a failure to comply with Article Five,
the Trustee may withhold the notice if and so long as its Board of Managers, the
executive committee of its Board of Managers or a committee of its Board of
Managers and/or Responsible Officers in good faith determines that withholding
the notice is in the interest of the Holders. The Trustee shall not be deemed to
have knowledge of a Default or Event of Default other than (i) any Event of
Default occurring pursuant to Sections 6.01(1) or 6.01(2); or (ii) any Default
or Event of Default of which a Trust Officer shall have received written
notification or obtained actual knowledge. As used herein, the term "actual
knowledge" means the actual fact or statement of knowing, without any duty to
make any investigation with regard thereto.

SECTION 7.06.       REPORTS BY TRUSTEE TO HOLDERS.

          Within 60 days after April 1 of each year beginning with April 1,
2001, the Trustee shall, to the extent that any of the events described in TIA
Section 313(a) occurred within the previous twelve months, but not otherwise,
mail to each Noteholder a brief report dated as of such date that complies with
TIA Section 313(a). The Trustee also shall comply with TIA Sections 313(b) and
313(c).

          A copy of each report at the time of its mailing to Noteholders shall
be mailed to the Company and filed with the SEC and each stock exchange, if any,
on which the Notes are listed.

<Page>

                                      -95-

          The Company shall promptly notify the Trustee if the Notes become
listed on any stock exchange, and if the Notes are so listed, the Trustee shall
comply with TIA Section 313(d).

SECTION 7.07.       COMPENSATION AND INDEMNITY.

          The Company shall pay to the Trustee from time to time, and the
Trustee shall be entitled to, such compensation as may be agreed upon by the
Company and the Trustee. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses,
disbursements and advances incurred or made by it in connection with the
performance of its duties and the discharge of its obligations under this
Indenture. Such expenses shall include the reasonable fees and expenses of the
Trustee's agents and counsel.

          The Company shall indemnify the Trustee and its agents, employees,
officers, stockholders and directors for, and hold them harmless against, any
loss, liability or expense including taxes (other than taxes based on the income
of the Trustee) incurred by them except for such actions to the extent caused by
any negligence, bad faith or willful misconduct on their part, arising out of or
in connection with the acceptance or administration of this trust including the
reasonable costs and expenses of defending themselves against or investigating
any claim (whether asserted by the Company, any Holder or any other Person) or
liability in connection with the exercise or performance of any of the Trustee's
rights, powers or duties hereunder. The Trustee shall notify the Company
promptly of any claim asserted against the Trustee or any of its agents,
employees, officers, stockholders and directors for which it may seek indemnity.
The Company shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee and its agents, employees, officers, stockholders and
directors subject to the claim may have separate counsel and the Company shall
pay the reasonable fees and expenses of such counsel; PROVIDED, HOWEVER, that
the Company will not be required to pay such fees and expenses if it assumes the
Trustee's defense and there is no conflict of interest between the Company and
the Trustee and its agents, employees, officers, stockholders and directors
subject to the claim in connection with such defense as reasonably determined by
the Trustee; PROVIDED, FURTHER, that, unless the Company otherwise agrees in
writing, the Company shall not be liable to pay the fees and expenses of more
than one counsel at any given time located within one particular jurisdiction.
The Company need not pay for any settlement made

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                                      -96-

without its written consent. The Company need not reimburse any expense or
indemnify against any loss or liability to the extent incurred by the Trustee
through its negligence, bad faith or willful misconduct.

          To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Notes on all assets or money held or
collected by the Trustee, in its capacity as Trustee, except assets or money
held in trust to pay principal of or interest on particular Notes.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(6) or (7) occurs, such expenses (including the
reasonable charges and expenses of its counsel) and the compensation for such
services shall be paid to the extent allowed under any Bankruptcy Law.

          The Provisions of this Section shall survive the termination of this
Indenture.

SECTION 7.08.       REPLACEMENT OF TRUSTEE.

          The Trustee may resign by so notifying the Company in writing at least
30 days in advance. The Holders of a majority in principal amount of the
outstanding Notes may remove the Trustee by so notifying the Company and the
Trustee and may appoint a successor Trustee with the Company's consent. A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only with the successor Trustee's acceptance of
appointment as provided in this Section. The Company may remove the Trustee if:

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

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

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

          (4) 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 Company shall notify each Holder of such
event and shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal

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                                      -97-

amount of the Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Promptly after that, the
retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided in Section 7.07, the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. A successor Trustee shall mail notice of its succession to each
Holder.

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

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

          Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company'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 with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee; PROVIDED, HOWEVER, that
such corporation shall be otherwise qualified and eligible under this Article
Seven.

SECTION 7.10.       ELIGIBILITY; DISQUALIFICATION.

          This Indenture shall always have a Trustee who satisfies the
requirement of TIA Sections 310(a) (1) and 310(a) (2). The Trustee (or in the
case of a corporation included in a bank holding company system, the related
bank holding company) shall have a combined capital and surplus of at least
$100,000,000 as set forth in its most recent published annual report of
condition.

<Page>

                                      -98-

In addition, if the Trustee is a corporation included in a bank holding company
system, the Trustee, independently of such bank holding company, shall meet the
capital requirements of TIA Section 310(a) (2). The Trustee shall comply with
TIA Section 310(b); PROVIDED, HOWEVER, that there shall be excluded from the
operation of TIA Section 310(b) (1) any indenture or indentures under which
other notes, or certificates of interest or participation in other notes, of the
Company are outstanding, if the requirements for such exclusion set forth in TIA
Section 310(b) (1) are met. The provisions of TIA Section 310 shall apply to the
Company and any other obligor of the Notes.

SECTION 7.11.       PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

          The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein. The provisions of TIA Section 311 shall apply to the Company and any
other obligor of the Notes.

                                  ARTICLE EIGHT

                       DISCHARGE OF INDENTURE; 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

<Page>

                                      -99-

principal 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 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, 4.09 and 4.11 through 4.21 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, non-callable U.S. Government Obligations
     or a combination thereof (in the case of Dollar Notes) and euros or Euro
     Obligations (in the case of Euro Notes) that, together with the payment of
     interest and premium thereon and principal 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 principal
     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

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                                      -100-

     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(6) or (7) 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 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 in the United States reasonably
     acceptable to the Trustee

<Page>

                                      -101-

     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 for those surviving obligations specified in this Article Eight.

<Page>

                                      -102-

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 principal of, or
premium, if any, and interest 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 principal of, or premium, if any,
and interest 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 principal, or premium, if any, and interest on
any Notes because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from Funds held by the Trustee or Paying Agent.

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                                      -103-

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.       WITHOUT CONSENT OF HOLDERS.

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

          (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 Noteholders hereunder;

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, the Guarantors and the Trustee, together, with the written consent
of the Holder or Holders of at least a majority in principal amount 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:

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          (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 interest,
     including 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 this Indenture;

          (5)  make any change in provisions of this Indenture protecting the
     right of each Holder to receive payment of principal 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 principal amount 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;

          (7)  modify or change any provision of this Indenture or the related
     definitions affecting the subordination or ranking of the Notes or any
     Guarantee in a manner which adversely affects the Holders; or

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

          Notwithstanding any provision to the contrary, if any amendment,
waiver or other modification will only effect the Dollar Notes or the Euro
Notes, only the consent of the holders of at least a majority of the Dollar
Notes or the Euro Notes, as the case may be, shall be required.

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          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 principal
amount 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 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.

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          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 (8) 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 principal of 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 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.

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                                   ARTICLE TEN

                             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 manner provided in this
Article Ten, in right of payment to the prior payment in full in cash, Cash
Equivalents or Foreign 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 Ten 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 with respect to, any Senior Debt (a "Payment Default") 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 Eight) 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) Permitted Junior
Securities and (ii) payments made from the trusts described in Section 8.01) 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

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been discharged or paid in full in cash, Cash Equivalents or Foreign 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 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 Eight) 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) Permitted Junior Securities and (ii) payments made from the trusts
described in Section 8.01) for a period (the "Payment Blockage Period")
commencing on the date of receipt by the Trustee of the written notice of a
Non-payment Default from such Representative 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 such notice 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, Cash Equivalents or Foreign 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,

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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
from the date the payment on the Notes was due 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:

          (a) the holders of all Senior Debt shall first be entitled to receive
     payments in full in cash, Cash Equivalents

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                                      -110-

     or Foreign 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, Cash Equivalents or Foreign 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 Ten, 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, Cash Equivalents or Foreign 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, Cash Equivalents or Foreign 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,

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     until all Senior Debt remaining unpaid shall have been paid in full in
     cash, Cash Equivalents or Foreign 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 Five 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 Ten; 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, 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 Five.

          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, Cash Equivalents or Foreign
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, Cash Equivalents or
Foreign 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 Ten, 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 Ten are and are

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                                      -112-

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 Ten shall have been
applied, pursuant to the provisions of this Article Ten, 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,
Cash Equivalents or Foreign 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 Ten and the Senior Debt of
the Company shall conclusively be deemed to have been created, contracted or
incurred in reliance upon this Article Ten, 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 Ten.

SECTION 10.05.      OBLIGATIONS OF THE COMPANY UNCONDITIONAL.

          Nothing contained in this Article Ten 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 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 Ten, 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 Ten, 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,

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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 Ten. Nothing in this Article Ten 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 Ten, 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 Ten, 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.

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SECTION 10.07.      APPLICATION BY TRUSTEE OF ASSETS DEPOSITED WITH IT.

          U.S. Legal Tender, U.S. Government Obligations, Euros or Euro
Obligations deposited in trust with the Trustee pursuant to and in accordance
with Section 8.01 and 8.02 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 Ten. 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 Ten;
PROVIDED, HOWEVER, that if prior to the second Business Day preceding the date
on which 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 Ten.

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 Ten or the
obligations hereunder of the Holders of the Notes to

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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 Ten, 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 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.      RIGHT OF TRUSTEE TO HOLD SENIOR DEBT.

          The Trustee shall be entitled to all of the rights set forth in this
Article Ten 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.

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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 Ten 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 Ten 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 Six or to pursue any rights or remedies hereunder
or under applicable law, subject to the rights, if any, under this Article Ten
of the holders, from time to time, of Senior Debt.

SECTION 10.12.      NO FIDUCIARY DUTY OF TRUSTEE TO HOLDERS 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 Ten, 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 ELEVEN

                               GUARANTEE OF NOTES

SECTION 11.01.      UNCONDITIONAL GUARANTEE.

          Subject to the provisions of this Article Eleven, each of the
Guarantors hereby, jointly and severally, unconditionally and irrevocably
guarantees, on a senior subordinated basis (such guarantees to be referred to
herein as the "Guarantee") to each Holder of a Note (including any Additional
Notes upon issuance in accordance with Section 2.18) authenticated and delivered
by the Trustee and to the Trustee and its successors and assigns, irrespective
of the validity and enforceability

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                                      -117-

of this Indenture, the Notes or the obligations of the Company or any other
Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the
principal of, premium, if any, and interest on the Notes (and any Additional
Interest payable thereon) shall be duly and punctually paid in full when due,
whether at maturity, upon redemption at the option of Holders pursuant to the
provisions of the Notes relating thereto, by acceleration or otherwise, and
interest on the overdue principal and (to the extent permitted by law) interest,
if any, on the Notes and all other obligations of the Company or the Guarantors
to the Holders or the Trustee hereunder or thereunder (including amounts due the
Trustee under Section 7.07 hereof) and all other obligations shall be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and (b) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, the same shall be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at maturity, by acceleration or otherwise. Failing payment when due of any
amount so guaranteed, or failing performance of any other obligation of the
Company to the Holders under this Indenture or under the Notes, for whatever
reason, each Guarantor shall be obligated to pay, or to perform or cause the
performance of, the same immediately. An Event of Default under this Indenture
or the Notes shall constitute an event of default under this Guarantee, and
shall entitle the Holders of Notes to accelerate the obligations of the
Guarantors hereunder in the same manner and to the same extent as the
obligations of the Company.

          Each of the Guarantors hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, any release of any other Guarantor, the
recovery of any judgment against the Company, any action to enforce the same,
whether or not a Guarantee is affixed to any particular Note, or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Guarantor. Each of the Guarantors hereby waives the benefit of
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that its Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes, this Indenture and this
Guarantee. This Guarantee is a

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                                      -118-

guarantee of payment and not of collection. If any Holder or the Trustee is
required by any court or otherwise to return to the Company or to any Guarantor,
or any custodian, trustee, liquidator or other similar official acting in
relation to the Company or such Guarantor, any amount paid by the Company or
such Guarantor to the Trustee or such Holder, this Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect. Each
Guarantor further agrees that, as between it, on the one hand, and the Holders
of Notes and the Trustee, on the other hand, (a) subject to this Article Eleven,
the maturity of the obligations guaranteed hereby may be accelerated as provided
in Article Six hereof for the purposes of this Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of
the obligations guaranteed hereby, and (b) in the event of any acceleration of
such obligations as provided in Article Six hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Guarantee.

          No stockholder, officer, director, employee or incorporator, past,
present or future, or any Guarantor, as such, shall have any personal liability
under this Guarantee by reason of his, her or its status as such stockholder,
officer, director, employee or incorporator.

          Each Guarantor that makes a payment or distribution under its
Guarantee shall be entitled to a contribution from each other Guarantor in an
amount PRO RATA, based on the net assets of each Guarantor, determined in
accordance with GAAP.

SECTION 11.02.      LIMITATIONS ON GUARANTEES.

          The obligations of each Guarantor under its Guarantee are limited to
the maximum amount which, after giving effect to all other contingent and fixed
liabilities of such Guarantor and after giving effect to any collections from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Guarantee or pursuant to its
contribution obligations under this Indenture, will result in the obligations of
such Guarantor under the Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law.

SECTION 11.03.      EXECUTION AND DELIVERY OF GUARANTEE.

          To further evidence the Guarantee set forth in Section 11.01, each
Guarantor hereby agrees that a notation of

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such Guarantee, substantially in the form of EXHIBIT E hereto, shall be endorsed
on each Note authenticated and delivered by the Trustee. Such Guarantee shall be
executed on behalf of each Guarantor by either manual or facsimile signature of
two Officers of each Guarantor, each of whom, in each case, shall have been duly
authorized to so execute by all requisite corporate action. The validity and
enforceability of any Guarantee shall not be affected by the fact that it is not
affixed to any particular Note.

          Each of the Guarantors hereby agrees that its Guarantee set forth in
Section 11.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Guarantee.

          If an Officer of a Guarantor whose signature is on this Indenture or a
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which such Guarantee is endorsed or at any time thereafter, such
Guarantor's Guarantee of such Note shall be valid nevertheless.

          The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of any Guarantee set forth in
this Indenture on behalf of each Guarantor.

SECTION 11.04.      RELEASE OF A GUARANTOR.

          (a) If no Default exists or would exist under this Indenture, upon the
sale or disposition of all of the Capital Stock of a Guarantor by the Company,
in a transaction or series of related transactions that either (i) does not
constitute an Asset Sale or (ii) constitutes an Asset Sale the Net Cash Proceeds
of which are applied in accordance with Section 4.15, or upon the consolidation
or merger of a Guarantor with or into any Person in compliance with Article Five
(in each case, other than to the Company or an Affiliate of the Company), or if
any Guarantor is dissolved or liquidated in accordance with this Indenture, or
if a Guarantor is designated an Unrestricted Subsidiary, such Guarantor's
Guarantee will be automatically discharged and released, and such Guarantor and
each Subsidiary of such Guarantor that is also a Guarantor shall be deemed
automatically discharged and released from all obligations under this Article
Eleven without any further action required on the part of the Trustee or any
Holder. Any Guarantor not so released or the entity surviving such Guarantor, as
applicable, shall remain or be liable under its Guarantee as provided in this
Article Eleven.


                                      -120-

          (b) In connection with any transaction set forth in Section 11.04(a),
the Trustee shall receive an Officers' Certificate and an opinion of counsel
certifying as to the compliance with this Section 11.04; PROVIDED, HOWEVER, that
the legal counsel delivering such Opinion of Counsel may rely as to matters of
fact on one or more Officers Certificates of the Company.

          The Trustee shall execute any documents reasonably requested by the
Company or a Guarantor in order to evidence the release of such Guarantor from
its obligations under its Guarantee endorsed on the Notes and under this Article
Eleven.

          Except as set forth in Articles Four and Five and this Section 11.04,
nothing contained in this Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into the Company or another
Guarantor or shall prevent any sale or conveyance of the property of a Guarantor
as an entirety or substantially as an entirety to the Company or another
Guarantor.

SECTION 11.05.      WAIVER OF SUBROGATION.

          Until this Indenture is discharged and all of the Notes are discharged
and paid in full, each Guarantor hereby irrevocably waives and agrees not to
exercise any claim or other rights which it may now or hereafter acquire against
the Company that arise from the existence, payment, performance or enforcement
of the Company's obligations under the Notes or this Indenture and such
Guarantor's obligations under this Guarantee and this Indenture, in any such
instance including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution, indemnification, and any right to participate in any
claim or remedy of the Holders against the Company, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from the Company,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim or other rights. If any
amount shall be paid to any Guarantor in violation of the preceding sentence and
any amounts owing to the Trustee or the Holders of Notes under the Notes, this
Indenture, or any other document or instrument delivered under or in connection
with such agreements or instruments, shall not have been paid in full, such
amount shall have been deemed to have been paid to such Guarantor for the
benefit of, and held in trust for the benefit of, the Trustee or the Holders and
shall forthwith be paid to the Trustee for the

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                                      -121-

benefit of itself or such Holders to be credited and applied to the obligations
in favor of the Trustee or the Holders, as the case may be, whether matured or
unmatured, in accordance with the terms of this Indenture. Each Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the waiver set
forth in this Section 11.05 is knowingly made in contemplation of such benefits.

SECTION 11.06.      IMMEDIATE PAYMENT.

          Each Guarantor agrees to make immediate payment to the Trustee on
behalf of the Holders of all Obligations owing or payable to the respective
Holders upon receipt of a demand for payment therefor by the Trustee to such
Guarantor in writing.

SECTION 11.07.      NO SET-OFF.

          Each payment to be made by a Guarantor hereunder in respect of the
Obligations shall be payable in the currency or currencies in which such
Obligations are denominated, and shall be made without set-off, counterclaim,
reduction or diminution of any kind or nature.

SECTION 11.08.      OBLIGATIONS ABSOLUTE.

          The obligations of each Guarantor hereunder are and shall be absolute
and unconditional and any monies or amounts expressed to be owing or payable by
each Guarantor hereunder which may not be recoverable from such Guarantor on the
basis of a Guarantee shall be recoverable from such Guarantor as a primary
obligor and principal debtor in respect thereof.

SECTION 11.09.      OBLIGATIONS CONTINUING.

          The obligations of each Guarantor hereunder shall be continuing and
shall remain in full force and effect until all the obligations have been paid
and satisfied in full. Each Guarantor agrees with the Trustee that it will from
time to time deliver to the Trustee suitable acknowledgments of this continued
liability hereunder and under any other instrument or instruments in such form
as counsel to the Trustee may advise and as will prevent any action brought
against it in respect of any default hereunder being barred by any statute of
limitations now or hereafter in force and, in the event of the failure of a
Guarantor so to do, it hereby irrevocably appoints the Trustee the attorney and
agent of such Guarantor to make, execute

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                                      -122-

and deliver such written acknowledgment or acknowledgments or other
instruments as may from time to time become necessary or advisable, in the
judgment of the Trustee on the advice of counsel, to fully maintain and keep in
force the liability of such Guarantor hereunder.

SECTION 11.10.      OBLIGATIONS NOT REDUCED.

          The obligations of each Guarantor hereunder shall not be satisfied,
reduced or discharged solely by the payment of such principal, premium, if any,
interest, fees and other monies or amounts as may at any time prior to discharge
of this Indenture pursuant to Article Eight be or become owing or payable under
or by virtue of or otherwise in connection with the Notes or this Indenture.

SECTION 11.11.      OBLIGATIONS REINSTATED.

          The obligations of each Guarantor hereunder shall continue to be
effective or shall be reinstated, as the case may be, if at any time any payment
which would otherwise have reduced the obligations of any Guarantor hereunder
(whether such payment shall have been made by or on behalf of the Company or by
or on behalf of a Guarantor) is rescinded or reclaimed from any of the Holders
upon the insolvency, bankruptcy, liquidation or reorganization of the Company or
any Guarantor or otherwise, all as though such payment had not been made. If
demand for, or acceleration of the time for, payment by the Company is stayed
upon the insolvency, bankruptcy, liquidation or reorganization of the Company,
all such Indebtedness otherwise subject to demand for payment or acceleration
shall nonetheless be payable by each Guarantor as provided herein.

SECTION 11.12.      OBLIGATIONS NOT AFFECTED.

          The obligations of each Guarantor hereunder shall not be affected,
impaired or diminished in any way by any act, omission, matter or thing
whatsoever, occurring before, upon or after any demand for payment hereunder
(and whether or not known or consented to by any Guarantor or any of the
Holders) which, but for this provision, might constitute a whole or partial
defense to a claim against any Guarantor hereunder or might operate to release
or otherwise exonerate any Guarantor from any of its obligations hereunder or
otherwise affect such obligations, whether occasioned by default of any of the
Holders or otherwise, including, without limitation:

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                                      -123-

          (a) any limitation of status or power, disability, incapacity or other
     circumstance relating to the Company or any other Person, including any
     insolvency, bankruptcy, liquidation, reorganization, readjustment,
     composition, dissolution, winding-up or other proceeding involving or
     affecting the Company or any other Person;

          (b) any irregularity, defect, unenforceability or invalidity in
     respect of any indebtedness or other obligation of the Company or any other
     Person under this Indenture, the Notes or any other document or instrument;

          (c) any failure of the Company, whether or not without fault on its
     part, to perform or comply with any of the provisions of this Indenture or
     the Notes, or to give notice thereof to a Guarantor;

          (d) the taking or enforcing or exercising or the refusal or neglect to
     take or enforce or exercise any right or remedy from or against the Company
     or any other Person or their respective assets or the release or discharge
     of any such right or remedy;

          (e) the granting of time, renewals, extensions, compromises,
     concessions, waivers, releases, discharges and other indulgences to the
     Company or any other Person;

          (f) any change in the time, manner or place of payment of, or in any
     other term of, any of the Notes, or any other amendment, variation,
     supplement, replacement or waiver of, or any consent to departure from, any
     of the Notes or this Indenture, including, without limitation, any increase
     or decrease in the principal amount of or premium, if any, or interest on
     any of the Notes;

          (g) any change in the ownership, control, name, objects, businesses,
     assets, capital structure or constitution of the Company or a Guarantor;

          (h) any merger or amalgamation of the Company or a Guarantor with any
     Person or Persons;

          (i) the occurrence of any change in the laws, rules, regulations or
     ordinances of any jurisdiction by any present or future action of any
     governmental authority or court amending, varying, reducing or otherwise
     affecting, or purporting to amend, vary, reduce or otherwise affect,

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                                      -124-

     any of the Obligations or the obligations of a Guarantor under its
     Guarantee; and

          (j) any other circumstance, including release of the Guarantor
     pursuant to Section 11.04 (other than by complete, irrevocable payment)
     that might otherwise constitute a legal or equitable discharge or defense
     of the Company under this Indenture or the Notes or of a Guarantor in
     respect of its Guarantee hereunder.

SECTION 11.13.      WAIVER.

          Without in any way limiting the provisions of Section 11.01 hereof,
each Guarantor hereby waives notice of acceptance hereof, notice of any
liability of any Guarantor hereunder, notice or proof of reliance by the Holders
upon the obligations of any Guarantor hereunder, and diligence, presentment,
demand for payment on the Company, protest, notice of dishonor or non-payment of
any of the Obligations, or other notice or formalities to the Company or any
Guarantor of any kind whatsoever.

SECTION 11.14.      NO OBLIGATION TO TAKE ACTION AGAINST THE COMPANY.

          Neither the Trustee nor any other Person shall have any obligation to
enforce or exhaust any rights or remedies or to take any other steps under any
security for the Obligations or against the Company or any other Person or any
property of the Company or any other Person before the Trustee is entitled to
demand payment and performance by any or all Guarantors of their liabilities and
obligations under their Guarantees or under this Indenture.

SECTION 11.15.      DEALING WITH THE COMPANY AND OTHERS.

          The Holders, without releasing, discharging, limiting or otherwise
affecting in whole or in part the obligations and liabilities of any Guarantor
hereunder and without the consent of or notice to any Guarantor, may

          (a) grant time, renewals, extensions, compromises, concessions,
     waivers, releases, discharges and other indulgences to the Company or any
     other Person;

          (b) take or abstain from taking security or collateral from the
     Company or from perfecting security or collateral of the Company;

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                                      -125-

          (c) accept compromises or arrangements from the Company;

          (d) apply all monies at any time received from the Company or from any
     security upon such part of the Obligations as the Holders may see fit or
     change any such application in whole or in part from time to time as the
     Holders may see fit; and

          (e) otherwise deal with, or waive or modify their right to deal with,
     the Company and all other Persons and any security as the Holders or the
     Trustee may see fit.

SECTION 11.16.      DEFAULT AND ENFORCEMENT.

          If any Guarantor fails to pay in accordance with Section 11.06 hereof,
the Trustee may proceed in its name as trustee hereunder in the enforcement of
the Guarantee of any such Guarantor and such Guarantor's obligations thereunder
and hereunder by any remedy provided by law, whether by legal proceedings or
otherwise, and to recover from such Guarantor the obligations.

SECTION 11.17.      AMENDMENT, ETC.

          No amendment, modification or waiver of any provision of this
Indenture relating to any Guarantor or consent to any departure by any Guarantor
or any other Person from any such provision will in any event be effective
unless it is signed by such Guarantor and the Trustee.

SECTION 11.18.      ACKNOWLEDGMENT.

          Each Guarantor hereby acknowledges communication of the terms of this
Indenture and the Notes and consents to and approves of the same.

SECTION 11.19.      COSTS AND EXPENSES.

          Each Guarantor shall pay on demand by the Trustee any and all costs,
fees and expenses (including, without limitation, legal fees on a solicitor and
client basis) incurred by the Trustee, its agents, advisors and counsel or any
of the Holders in enforcing any of their rights under any Guarantee.

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                                      -126-

SECTION 11.20.      NO MERGER OR WAIVER; CUMULATIVE REMEDIES.

          No Guarantee shall operate by way of merger of any of the obligations
of a Guarantor under any other agreement, including, without limitation, this
Indenture. No failure to exercise and no delay in exercising, on the part of the
Trustee or the Holders, any right, remedy, power or privilege hereunder or under
this Indenture or the Notes, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder or
under this Indenture or the Notes preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges in the Guarantee and under this Indenture, the
Notes and any other document or instrument between a Guarantor and/or the
Company and the Trustee are cumulative and not exclusive of any rights,
remedies, powers and privilege provided by law.

SECTION 11.21.      SURVIVAL OF OBLIGATIONS.

          Without prejudice to the survival of any of the other obligations of
each Guarantor hereunder, the obligations of each Guarantor under Section 11.01
shall survive the payment in full of the Obligations and shall be enforceable
against such Guarantor without regard to and without giving effect to any
defense, right of offset or counterclaim available to or which may be asserted
by the Company or any Guarantor.

SECTION 11.22.      GUARANTEE IN ADDITION TO OTHER OBLIGATIONS.

          The obligations of each Guarantor under its Guarantee and this
Indenture are in addition to and not in substitution for any other obligations
to the Trustee or to any of the Holders in relation to this Indenture or the
Notes and any guarantees or security at any time held by or for the benefit of
any of them.

SECTION 11.23.      SEVERABILITY.

          Any provision of this Article Eleven which is prohibited or
unenforceable in any jurisdiction shall not invalidate the remaining provisions
and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction
unless its removal would substantially defeat the basic intent, spirit and
purpose of this Indenture and this Article Eleven.

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                                      -127-

SECTION 11.24.      SUCCESSORS AND ASSIGNS.

          Each Guarantee shall be binding upon and inure to the benefit of each
Guarantor and the Trustee and the other Holders and their respective successors
and permitted assigns, except that no Guarantor may assign any of its
obligations hereunder or thereunder.

                                 ARTICLE TWELVE

                           SUBORDINATION OF GUARANTEE

SECTION 12.01.      GUARANTEE OBLIGATIONS SUBORDINATED TO GUARANTOR SENIOR DEBT.

          Anything herein to the contrary notwithstanding, each of the
Guarantors, for itself and its successors, and each Holder, by his or her
acceptance of Guarantees, agrees that the payment of all Obligations owing to
the Holders in respect of its Guarantee (collectively, as to any Guarantor, its
"Guarantee Obligations") is subordinated, to the extent and in the manner
provided in this Article Twelve, to the prior payment in full in cash, Cash
Equivalents or Foreign Cash Equivalents, or such payment duly provided for to
the satisfaction of the holders of Guarantor Senior Debt, of all Obligations on
Guarantor Senior Debt of such Guarantor, including without limitation, the
Guarantors' obligations under the Credit Facilities.

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

SECTION 12.02.      SUSPENSION OF GUARANTEE OBLIGATIONS WHEN GUARANTOR SENIOR
                    DEBT IS IN DEFAULT.

          (a) Unless Section 12.03 shall be applicable, upon (1) the occurrence
of a Payment Default with respect to any Designated Senior Debt of a Guarantor
or guaranteed by a Guarantor (which Designated Senior Debt or guarantee, as the
case may be, constitutes Guarantor Senior Debt of such Guarantor) and (2)
receipt by the Trustee, the Company and such Guarantor from a Representative of
written notice of such occurrence, then no payment (other than payments
previously made pursuant

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                                      -128-

to Article Eight) or distribution of any assets of such Guarantor of any kind or
character shall be made by or on behalf of such Guarantor or any other Person on
its 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) Permitted Junior Securities and
(ii) payments made from the trusts described in Section 8.01) until such Payment
Default shall have been cured or waived or shall have ceased to exist or such
Guarantor Senior Debt shall have been discharged or paid in full in cash, Cash
Equivalents or Foreign Cash Equivalents, or such payment duly provided for to
the satisfaction of the holders of Guarantor Senior Debt, after which such
Guarantor shall resume making any and all required payments in respect of its
obligations under this Guarantee, including any missed payments.

          (b) Unless Section 12.03 shall be applicable upon (1) the occurrence
of any event of default (other than a Payment Default) with respect to any
Designated Senior Debt of a Guarantor (as such event of default is defined in
the instrument creating or evidencing such Designated Senior Debt of a
Guarantor) and (2) the earlier of (i) receipt by the Trustee, the Company and
such Guarantor from a Representative of written notice of such occurrence
stating that such notice is a "Payment Blockage Notice" pursuant to this Section
12.02 or (ii) if such Non-payment Default results from the acceleration of the
Securities, the date of the acceleration of the Securities, no payment (other
than payments previously made pursuant to Article Eight hereof) or distribution
of any assets of such Guarantor of any kind or character shall be made by on or
behalf of such Guarantor or any other Person on its or their behalf on account
of principal, premium, if any, or interest on 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) Permitted Junior Securities and
(ii) payments made from the trusts described in Section 8.01) for a period (the
"Guarantor Payment Blockage Period") commencing on the date of receipt by the
Trustee of such 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 such written
notice by the Trustee or the date of the acceleration of the Notes, as the case
may be (provided no Designated Senior Debt of a Guarantor 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, Cash

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                                      -129-

Equivalents or Foreign Cash Equivalents, or such payment duly provided for to
the satisfaction of the holders of such Designated Senior Debt of a Guarantor or
(z) such Guarantor Payment Blockage Period shall have been terminated by written
notice to the Trustee from the Representative initiating Guarantor Payment
Blockage Period, or the holders of at least a majority in principal amount of
such issue of Guarantor Senior Debt, after which, in the case of clause (w),
(x), (y) or (z), such Guarantor shall resume making any and all required
payments in respect of its obligations under its Guarantee, including any missed
payments. Notwithstanding anything herein to the contrary, (x) in no event will
a Guarantor Payment Blockage Period or successive Guarantor Payment Blockage
Periods with respect to the same payment on a Guarantee extend beyond 180 days
from the date the payment on a Guarantee was due and (y) only one such Guarantor
Payment Blockage Period may be commenced within any 360 consecutive days. For
all purposes of this Section 12.02(b), no event of default which existed or was
continuing on the date of the commencement of any Guarantor Payment Blockage
Period with respect to the Designated Senior Debt of a Guarantor initiating such
Guarantor Payment Blockage Period shall be, or be made, the basis for the
commencement of a second Guarantor Payment Blockage Period by the holders or by
the agent or other representative of such Designated Senior Debt of a Guarantor
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 Guarantor 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, a Guarantor
shall have made payment to the Trustee or directly to the Holder of any Note
prohibited by the foregoing provisions of this Section 12.02, 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 Designated Senior Debt of a Guarantor or to the
Representatives or as a court of competent jurisdiction shall direct.

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                                      -130-

SECTION 12.03.      GUARANTEE OBLIGATIONS SUBORDINATED TO PRIOR PAYMENT OF ALL
                    GUARANTOR SENIOR DEBT ON DISSOLUTION, LIQUIDATION OR
                    REORGANIZATION OF SUCH SUBSIDIARY GUARANTOR.

          Upon any payment or distribution of assets of any Guarantor 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 such Guarantor, whether voluntary or
involuntary, or in a bankruptcy, reorganization, insolvency, receivership or
other similar proceeding relating to any Guarantor or its property, whether
voluntary or involuntary, but excluding any liquidation or dissolution of a
Guarantor into the Company or into another Guarantor:

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

          (b) any payment or distribution of assets of such Guarantor 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 Twelve shall be paid by the liquidating
     trustee or agent or other Person making such a payment or distribution,
     directly to the holders of Guarantor Senior Debt of such Guarantor or their
     representatives, ratably according to the respective amounts of such
     Guarantor Senior Debt remaining unpaid held or represented by each, until
     all such Guarantor Senior Debt remaining unpaid shall have been paid in
     full in cash, Cash Equivalents or Foreign Cash Equivalents, or such payment
     duly provided for to the satisfaction of the holders of Guarantor Senior
     Debt, after giving effect to any concurrent

<Page>

                                      -131-

     payment or distribution to the holders of such Guarantor Senior Debt;

          (c) in the event that, notwithstanding the foregoing, any payment or
     distribution of assets of such Guarantor of any kind or character, whether
     such payment shall be in cash, property or securities, and such Guarantor
     shall have made payment to the Trustee or directly to the Holders or any
     Paying Agent in respect of payment of the Guarantees before all Guarantor
     Senior Debt of such Guarantor is paid in full in cash, Cash Equivalents or
     Foreign Cash Equivalents, or such payment duly provided for to the
     satisfaction of the holders of Guarantor Senior Debt, such payment or
     distribution (subject to the provisions of Sections 12.06 and 12.07) 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 12.06 has been
     received by the Trustee) or by the Holder to, the holders of such Guarantor
     Senior Debt or their representatives, ratably according to the respective
     amounts of such Guarantor Senior Debt held or represented by each, until
     all such Guarantor Senior Debt remaining unpaid shall have been paid in
     full in cash, Cash Equivalents or Foreign Cash Equivalents, or such payment
     duly provided for to the satisfaction of the holders of Guarantor Senior
     Debt, after giving effect to any concurrent payment or distribution to the
     holders of Guarantor Senior Debt.

          Each Guarantor shall give prompt notice to the Trustee prior to any
dissolution, winding up, total or partial liquidation or total or reorganization
(including, without limitation, in bankruptcy, insolvency, or receivership
proceedings or upon any assignment for the benefit of creditors or any other
marshaling of such Guarantor's assets and liabilities).

SECTION 12.04.      HOLDERS OF GUARANTEE OBLIGATIONS TO BE SUBROGATED TO RIGHTS
                    OF HOLDERS OF GUARANTOR SENIOR DEBT.

          Subject to the payment in full in cash, Cash Equivalents or Foreign
Cash Equivalents, or such payment duly provided for to the satisfaction of the
holders of Guarantor Senior Debt, of all Guarantor Senior Debt, the Holders of
Guarantee Obligations of a Guarantor shall be subrogated to the rights of the
holders of Guarantor Senior Debt of such Guarantor to receive payments or
distributions of assets of such

<Page>

                                      -132-

Guarantor applicable to such Guarantor Senior Debt until all amounts owing on or
in respect of the Guarantee Obligations shall be paid in full in cash, Cash
Equivalents or Foreign Cash Equivalents, and for the purpose of such subrogation
no payments or distributions to the holders of such Guarantor Senior Debt by or
on behalf of such Guarantor, or by or on behalf of the Holders by virtue of this
Article Twelve, which otherwise would have been made to the Holders shall, as
between such Guarantor and the Holders, be deemed to be payment by such
Guarantor to or on account of such Guarantor Senior Debt, it being understood
that the provisions of this Article Twelve are and are intended solely for the
purpose of defining the relative rights of the Holders, on the one hand, and the
holders of such Guarantor 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 Twelve shall have been
applied, pursuant to the provisions of this Article Twelve, to the payment of
all amounts payable under such Guarantor Senior Debt, then the Holders shall be
entitled to receive from the holders of such Guarantor Senior Debt any such
payments or distributions received by such holders of such Guarantor Senior Debt
in excess of the amount sufficient to pay all amounts payable under or in
respect of such Guarantor Senior Debt in full in cash, Cash Equivalents or
Foreign Cash Equivalents, or such payment duly provided for to the satisfaction
of the holders of Guarantor 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
Guarantor Senior Debt of the Guarantors and notice of or proof of reliance by
any holder or owner of Guarantor Senior Debt of the Guarantors upon this Article
Twelve and the Guarantor Senior Debt of the Guarantors shall conclusively be
deemed to have been created, contracted or incurred in reliance upon this
Article Twelve, and all dealings between the Guarantors and the holders and
owners of the Guarantor Senior Debt of the Guarantors shall be deemed to have
been consummated in reliance upon this Article Twelve.

SECTION 12.05.      OBLIGATIONS OF THE GUARANTORS UNCONDITIONAL.

          Nothing contained in this Article Twelve or elsewhere in this
Indenture or in the Guarantees is intended to or shall impair, as between the
Guarantors and the Holders, the obligation of the Guarantors, which is absolute
and unconditional, to

<Page>

                                      -133-

pay to the Holders all amounts due and payable under the Guarantees 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 Guarantors other than the holders of the Guarantor Senior Debt, nor shall
anything herein or therein prevent the Trustee 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 Twelve, of the
holders of Guarantor Senior Debt in respect of cash, property or securities of
the Guarantors received upon the exercise of any such remedy. Upon any payment
or distribution of assets of any Guarantor referred to in this Article Twelve,
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 Guarantor Senior Debt and other Indebtedness of any
Guarantor, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
Twelve. Nothing in this Article Twelve 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 Guarantor 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 Guarantor 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
Guarantor Senior Debt to participate in any payment or distribution pursuant to
this Article Twelve, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Guarantor 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 Twelve, 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.

<Page>

                                      -134-

SECTION 12.06.      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
notice thereof from the Company or any Guarantor or from one or more holders of
Guarantor 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 12.07.      APPLICATION BY TRUSTEE OF ASSETS DEPOSITED WITH IT.

          U.S. Legal Tender, U.S. Government Obligations, Euros or Euro
Obligations deposited in trust with the Trustee pursuant to and in accordance
with Sections 8.01 and 8.02 shall be for the sole benefit of 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 Twelve. Otherwise, any
deposit of assets or securities by or on behalf of a Guarantor with the Trustee
or any Paying Agent (whether or not in trust) for payment of the Guarantees
shall be subject to the provisions of this Article Twelve; PROVIDED, HOWEVER,
that if prior to the second Business Day preceding the date on which 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 12.06, 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 12.07 shall limit the right of the holders of
Guarantor Senior Debt to recover payments as contemplated by this Article
Twelve.

SECTION 12.08.      NO WAIVER OF SUBORDINATION PROVISIONS.

          (a) No right of any present or future holder of any Guarantor Senior
Debt to enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by

<Page>

                                      -135-

any act or failure to act on the part of any Guarantor or by any act or failure
to act, by any such holder, or by any non-compliance by any Guarantor 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
12.08, the holders of Guarantor 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
Securities, without incurring responsibility to the Holders of the Notes and
without impairing or releasing the subordination provided in this Article Twelve
or the obligations hereunder of the Holders of the Notes to the holders of
Guarantor 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, Guarantor Senior
Debt or any instrument evidencing the same or any agreement under which
Guarantor Senior Debt is outstanding; (2) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing Guarantor Senior
Debt; (3) release any Person liable in any manner for the collection or payment
of Guarantor Senior Debt; and (4) exercise or refrain from exercising any rights
against the Guarantors and any other Person.

SECTION 12.09.      HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF
                    GUARANTEE OBLIGATIONS.

          Each Holder of the Guarantee Obligations by his 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 Twelve, and appoints the Trustee his 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 any Guarantor tending towards liquidation or
reorganization of the business and assets of any Guarantor, the immediate filing
of a claim for the unpaid balance under its or his Guarantee Obligations 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 Guarantor Senior Debt or their
Representative is hereby authorized to file an appropriate claim for and on
behalf of the Holders of said Guarantee Obligations. Nothing herein contained
shall be deemed to authorize the Trustee or the holders of Guarantor Senior Debt

<Page>

                                      -136-

or their Representative to authorize or consent to or accept or adopt on behalf
of any holder of Guarantee Obligations any plan of reorganization, arrangement,
adjustment or composition affecting the Guarantee Obligations or the rights of
any Holder thereof, or to authorize the Trustee or the holders of Guarantor
Senior Debt or their Representative to vote in respect of the claim of any
holder of Guarantee Obligations in any such proceeding.

SECTION 12.10.      RIGHT OF TRUSTEE TO HOLD GUARANTOR SENIOR INDEBTEDNESS.

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

SECTION 12.11.      NO SUSPENSION OF REMEDIES.

          The failure to make a payment in respect of the Guarantees by reason
of any provision of this Article Twelve 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 Twelve 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 Six or to pursue any rights or remedies hereunder
or under applicable law, subject to the rights, if any, under this Article
Twelve of the holders, from time to time, of Guarantor Senior Debt.

SECTION 12.12.      NO FIDUCIARY DUTY OF TRUSTEE TO HOLDERS OF GUARANTOR SENIOR
                    DEBT.

          The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Guarantor Senior Debt, and it undertakes to perform or observe such
of its covenants and obligations as are specifically set forth in this Article
Twelve, and no implied covenants or obligations with respect to the Guarantor
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 Guarantee
Obligations or the Guarantors or any other Person, money or assets in compliance
with the terms of this Indenture. Nothing in

<Page>

                                      -137-

this Section 12.12 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 Guarantor Senior Debt or their Representative.

                                ARTICLE THIRTEEN

                                  MISCELLANEOUS

SECTION 13.01.      TIA CONTROLS.

          If any provision of this Indenture limits, qualifies, or conflicts
with another provision which is required to be included in this Indenture by the
TIA, the required provision shall control. If any provision of this Indenture
modifies or excludes any provision of the TIA that 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 13.02.      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 Company or any Guarantor:

          HUNTSMAN INTERNATIONAL LLC
          500 Huntsman Way
          Salt Lake City, Utah 84108

          Attention: Office of General Counsel

          with a copy to:

          Skadden, Arps, Slate, Meagher & Flom
          4 Times Square
          New York, NY 10036

          Attention: Phyllis Korff

          if to the Trustee:

          The Bank of New York

<Page>

                                      -138-

          48th Floor
          One Canada Square
          London E14 5 AL, United Kingdom
          Attention: Corporate Trust Services

          The Company, the Guarantors and the Trustee by written notice to each
other may designate additional or different addresses for notices. Any notice or
communication to the Company, the Guarantors or the Trustee shall be deemed to
have been given when received.

          As long as the Securities 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 Securities 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.

          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 Noteholder 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.

SECTION 13.03.      COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

          Holders may communicate pursuant to TIA Section 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 Section 312(c).

<Page>

                                      -139-

SECTION 13.04.      CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

          (1) an Officers' Certificate, in form and substance 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

          (2) 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 13.05.      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 4.07, shall include:

          (1) a statement that the Person making such certificate or opinion has
     read such covenant or condition;

          (2) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (3) a statement that, in the opinion of such Person, he 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

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

<Page>

                                      -140-

SECTION 13.06.      RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

          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 13.07.      LEGAL HOLIDAYS.

          A "Legal Holiday" used with respect to a particular place of payment
is a Saturday, a Sunday or a day on which banking institutions in New York,
London, Salt Lake City, Utah or at such place of payment are not required to be
open. If a payment date is a Legal Holiday at such place, payment may be made at
such place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

SECTION 13.08.      GOVERNING LAW.

          THIS INDENTURE, THE NOTES AND THE GUARANTEES 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 13.09.      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 13.10.      NO RECOURSE AGAINST OTHERS.

          A past, present or future director, officer, member, manager,
employee, stockholder or incorporator, as such, of the Company or any Guarantor
shall not have any liability for any obligations of the Company or any Guarantor
under the Notes, the Guarantees 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

<Page>

                                      -141-

liability. Such waiver and release are part of the consideration for the
issuance of the Notes.

SECTION 13.11.      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 13.12.      DUPLICATE 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 13.13.      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 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 13.14.      INDEPENDENCE OF COVENANTS.

          All covenants and agreements in this Indenture and the Notes shall be
given independent effect so that if any particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception to, or otherwise be within the limitations of, another covenant shall
not avoid the occurrence of a Default or an Event of Default if such action is
taken or condition exists.

                  [Remainder of Page Intentionally Left Blank]

<Page>

                                   SIGNATURES

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, all as of the date first written above.

                                        HUNTSMAN INTERNATIONAL LLC

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        GUARANTORS:

                                        EUROFUELS LLC

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        EUROSTAR INDUSTRIES LLC

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        HUNTSMAN EA HOLDINGS LLC

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        HUNTSMAN ETYLENEAMINES LTD.,
                                        by its following General Partner:
                                        Huntsman EA Holdings LLC

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                       S-1
<Page>

                                        HUNTSMAN INTERNATIONAL FINANCIAL LLC

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        HUNTSMAN INTERNATIONAL FUELS, L.P.,
                                        by its following General Partner:
                                        Eurofuels LLC

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        HUNTSMAN PROPYLENE OXIDE HOLDINGS LLC

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        HUNTSMAN PROPYLENE OXIDE LTD.,
                                        by its following General Partner:
                                        Huntsman Propylene Oxide Holdings LLC

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        HUNTSMAN TEXAS HOLDINGS LLC

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

<Page>

Executed as a Deed by, for and          TIOXIDE AMERICAS INC.
on behalf of in the presence of

                                        By:
-------------------------------            -------------------------------------
Witness                                    Name:
                                           Title

<Page>

                                        TIOXIDE GROUP

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

<Page>

                                        THE BANK OF NEW YORK, as Trustee

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

<Page>

                                                                     EXHIBIT A-1

                        [FORM OF RESTRICTED DOLLAR NOTE]

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B)
IT IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7)
UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S.
PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO
YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER
THIS SECURITY EXCEPT (A) TO THE ISSUER THEREOF OR ANY SUBSIDIARY THEREOF, (B)
INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON
ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR
THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND IN CONNECTION
WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE
OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED
STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATIONS S UNDER
THE SECURITIES ACT.

                                      A-1-1
<Page>

                           HUNTSMAN INTERNATIONAL LLC

                    10 1/8% Senior Subordinated Note due 2009

No.                                                                   $[       ]
CUSIP

          HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (the
"Company"), for value received, promises to pay to CEDE & CO. or registered
assigns, the principal sum of            , on July 1, 2009.

          Interest Payment Dates: January 1 and July 1

          Record Dates: December 15 and June 15

          Reference is made to the further provisions of this Note contained
herein, which will for all purposes have the same effect as if set forth at this
place.

                                      A-1-2
<Page>

          IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officer.

Dated:                                  HUNTSMAN INTERNATIONAL LLC

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

Trustee's Certificate of Authentication

          This is one of the 10 1/8% Senior Subordinated Notes due 2009 referred
to in the within-mentioned Indenture.

Dated:

                                        The Bank of New York, as Trustee

                                        By:
                                           -------------------------------------
                                           Authorized Signature

                                      A-1-3
<Page>

                                (REVERSE OF NOTE)

                    10 1/8% Senior Subordinated Note due 2009

          1. INTEREST. HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability
company (the "Company"), promises to pay interest on the principal amount of
this Note at the rate per annum shown above. Interest on the Notes will accrue
from the most recent date on which interest has been paid or, if no interest has
been paid, from ______________. The Company will pay interest semi-annually in
arrears on each January 1 and July 1 (each, an "Interest Payment Date") and at
stated maturity, commencing on _____________. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

          The Company shall pay interest on overdue principal and on overdue
installments of interest from time to time on demand at the rate borne by the
Notes and on overdue installments of interest (without regard to any applicable
grace periods) to the extent lawful.

          2. METHOD OF PAYMENT. The Company shall pay interest on the Notes
(except defaulted interest) to the Persons who are the registered Holders at the
close of business on the Record Date immediately preceding the Interest Payment
Date even if the Notes are cancelled on registration of transfer or registration
of exchange after such Record Date. Holders must surrender Notes to a Paying
Agent to collect principal payments. The Company shall pay principal, premium
and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts ("U.S. Legal Tender"). However,
the Company may pay principal, premium and interest by its check payable in such
U.S. Legal Tender. The Company may deliver any such interest payment to the
Paying Agent or to a Holder at the Holder's registered address.

          3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York (the
"Trustee") will act as Paying Agent and Registrar. The Company may change any
Paying Agent, Registrar or co-Registrar without notice to the Holders. The
Company or any of its Subsidiaries may, subject to certain exceptions, act as
Registrar or co-Registrar.

          4. INDENTURE. The Company issued the Notes under an Indenture, dated
as of March 13, 2001 (the "Indenture"), among the Company, each of the
Guarantors named therein and the Trustee. This Note is one of a duly authorized
issue of Notes

                                      A-1-4
<Page>

of the Company designated as its dollar denominated 10 1/8% Senior Subordinated
Notes due 2009. The Company shall be entitled to issue Additional Notes pursuant
to Section 2.18 of the Indenture. The Initial Notes, any Additional Notes and
any Exchange Notes issued in accordance with the Indenture are treated as a
single class of securities under the Indenture unless otherwise specified in the
Indenture. Capitalized terms used herein shall have the meanings assigned to
them in the Indenture unless otherwise defined herein. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb)
(the "TIA"), as in effect on the date of the Indenture. Notwithstanding anything
to the contrary herein, the Notes are subject to all such terms, and Holders of
Notes are referred to the Indenture and the TIA for a statement of them. The
Notes are senior subordinated unsecured obligations of the Company.

          5. OPTIONAL REDEMPTION. (a) The Notes will be redeemable, at the
Company's option, in whole at any time or in part from time to time, on and
after July 1, 2004, upon not less than 30 nor more than 60 days' notice, at the
following redemption prices (expressed as percentages of the principal amount
thereof) if redeemed during the twelve-month period commencing on July 1 of the
year set forth below, plus, in each case, accrued and unpaid interest thereon,
if any, to the date of redemption:

<Table>
<Caption>
              YEAR                         PERCENTAGE
              ----                         ----------
              <S>                           <C>
              2004                          105.063%
              2005                          103.375%
              2006                          101.688%
              2007 and thereafter           100.000%
</Table>

          (b) At any time, or from time to time, on or prior to July 1, 2002,
the Company may, at its option, use the net cash proceeds of one or more Equity
Offerings (as defined below) to redeem up to 35% of the aggregate principal
amount of Notes (including the original principal amount of any Additional
Notes) originally issued at a redemption price equal to 110.125% of the
principal amount thereof plus accrued and unpaid interest thereon, if any, to
the date of redemption; PROVIDED, HOWEVER, that at least 65% of the aggregate
principal amount of the Dollar Notes and Euro Notes originally issued (including
the original principal amount of any Additional Notes) remain outstanding
immediately after any such redemption.

                                      A-1-5
<Page>

In order to effect the foregoing redemption with the proceeds of any Equity
Offering, the Company shall make such redemption not more than 120 days after
the consummation of any such Equity Offering.

          As used in the preceding paragraph, "Equity Offering" means any sale
of Qualified Capital Stock of the Company or any capital contribution to the
equity of the Company.

          (c) At any time on or prior to July 1, 2004, the Notes may be
redeemed, in whole or in part, at the option of the Company, upon not less than
30 nor more than 60 days' notice, at a redemption price (the "Make-Whole Price")
equal to the greater of (i) 100% of the principal amount thereof or (ii) as
determined by an Independent Investment Banker, the present value of (A) the
redemption price of such Notes at July 1, 2004 (as set forth below) plus (B) all
required interest payments due on such Notes through July 1, 2004 (excluding
accrued interest), discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at, in the case of
the Dollar Notes, the Adjusted Treasury Rate and, in the case of the Euro Notes,
the Adjusted Bund Rate, plus in each case accrued interest to the redemption
date.

          "Adjusted Bund Rate" means, with respect to any redemption date, the
mid-market yield under the heading which represents the average for the
immediately prior week appearing on Reuters page AABBUND01, or its successor,
for the maturity corresponding to July 1, 2009 (if no maturity date is within
three months before or after July 1, 2009, yields for the two published
maturities most closely corresponding to July 1, 2009 shall be determined and
the Bund yield shall be interpolated or extrapolated from such yields on a
straight-line basis, rounding to the nearest month), plus 0.50%. The Bund Rate
shall be calculated on the third Business Day preceding such redemption date.

          "Adjusted Treasury Rate" means with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming 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, plus 0.50%.

          "Comparable Treasury Issue" means the United States Treasury Security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the

                                      A-1-6
<Page>

Notes that would be utilized, at the same time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes.

          "Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third Business Day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (A) the
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if
the Trustee obtains fewer than three such Reference Treasury Dealer Quotations,
the average of all such quotations.

          "Independent Investment Banker" means any Reference Treasury Dealer
appointed by the Trustee after consultation with the Company.

          "Reference Treasury Dealer" means the U.S. affiliates of the Initial
Purchasers and their respective successors; PROVIDED, HOWEVER, that if any of
the foregoing shall cease to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Reference Treasury Dealer.

          "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices of the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.

          6. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the Redemption Date to each Holder
whose Notes are to be redeemed at such Holder's registered address. Notes in
denominations larger than $1,000 may be redeemed in part.

                                      A-1-7
<Page>

          7. CHANGE OF CONTROL OFFER. In the event of a Change of Control, upon
the satisfaction of the conditions set forth in the Indenture, the Company shall
be required to offer to repurchase all of the then outstanding Notes pursuant to
a Change of Control Offer at a purchase price equal to 101% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date of
purchase. Holders of Notes that are the subject of such an offer to repurchase
shall receive an offer to repurchase and may elect to have such Notes
repurchased in accordance with the provisions of the Indenture pursuant to and
in accordance with the terms of the Indenture.

          8. LIMITATION ON ASSET SALES. Under certain circumstances set forth in
Section 4.15 of the Indenture, the Company is required to apply the net proceeds
from Asset Sales to offer to repurchase the Notes at a price equal to 100% of
the principal amount thereof plus accrued and unpaid interest thereon, if any,
to the date of repurchase.

          9. DENOMINATIONS; TRANSFER; EXCHANGE. The Notes are in fully
registered form only, without coupons, in denominations of $1,000 and integral
multiples of $1,000. A Holder shall register the transfer or exchange of Notes
in accordance with the Indenture. The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay certain transfer taxes or similar governmental charges payable in connection
therewith as permitted by the Indenture. The Registrar need not register the
transfer or exchange of any Notes during a period beginning 15 days before the
mailing of a redemption notice for any Notes or portions thereof selected for
redemption.

          10. PERSONS DEEMED OWNERS. The registered Holder of a Note shall be
treated as the owner of it for all purposes.

          11. UNCLAIMED MONEY. If money for the payment of principal or interest
remains unclaimed for one year, the Trustee and the Paying Agent will pay the
money back to the Company. After that, all liability of the Trustee and such
Paying Agent with respect to such money shall cease.

          12. DISCHARGE PRIOR TO REDEMPTION OR MATURITY. If the Company at any
time deposits with the Trustee U.S. Legal Tender or non-callable U.S. Government
Obligations sufficient to pay the principal of, premium and interest on the
Notes to redemption or maturity and complies with the other provisions of this
Indenture relating thereto, the Company will be discharged from certain
provisions of the Indenture and the Notes

                                      A-1-8
<Page>

(including certain covenants, but excluding its obligation to pay the principal
of, premium and interest on the Notes).

          13. AMENDMENT; SUPPLEMENT; WAIVER. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the written consent
of the Holders of at least a majority in aggregate principal amount of the then
outstanding Notes (including any Additional Notes), and any existing Default or
Event of Default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in aggregate principal amount of
the then outstanding Notes (including any Additional Notes). Without consent of
any Holder, the parties thereto may amend or supplement the Indenture or the
Notes to, among other things, cure any ambiguity, defect or inconsistency,
provide for uncertificated Notes in addition to or in place of certificated
Notes, or comply with Article Five of the Indenture or make any other change
that does not adversely affect in any material respect the rights of any Holder
of a Note.

          14. RESTRICTIVE COVENANTS. The Indenture imposes certain limitations
on the ability of the Company and its Subsidiaries to, among other things, incur
additional Indebtedness, pay dividends or make certain other restricted
payments, enter into transactions with Affiliates, create dividend or other
payment restrictions affecting Restricted Subsidiaries and merge or consolidate
with any other Person, sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its assets or adopt a plan of
liquidation. Such limitations are subject to a number of important
qualifications and exceptions. The Company must annually report to the Trustee
on compliance with such limitations.

          15. SUCCESSORS. When a successor assumes, in accordance with this
Indenture, all the obligations of its predecessor under the Notes and the
Indenture, the predecessor will be released from those obligations.

          16. DEFAULTS AND REMEDIES. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes (including any Additional Notes) may declare all the
Notes to be due and payable in the manner, at the time and with the effect
provided in the Indenture. Holders of Notes may not enforce the Indenture or the
Notes except as provided in the Indenture. The Trustee is not obligated to
enforce the Indenture or the Notes unless it has been offered indemnity or
security reasonably satisfactory to it. The Indenture permits, subject

                                      A-1-9
<Page>

to certain limitations therein provided, Holders of a majority in aggregate
principal amount of the Notes (including any Additional Notes) then outstanding
to direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of Notes notice of any continuing Default or Event of
Default (except a Default in payment of principal or interest) if it determines
in good faith that withholding notice is in their interest.

          17. TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of Notes
and may otherwise deal with the Company, its Restricted and Unrestricted
Subsidiaries or their respective Affiliates as if it were not the Trustee.

          18. NO RECOURSE AGAINST OTHERS. No past, present or future
stockholder, director, officer, employee or incorporator, as such, of the
Company shall have any liability for any obligation of the Company 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 of a Note 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.

          19. AUTHENTICATION. This Note shall not be valid until the Trustee or
authenticating agent manually signs the certificate of authentication on this
Note.

          20. GOVERNING LAW. This Note 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.

          21. ABBREVIATIONS AND DEFINED TERMS. Customary abbreviations may be
used in the name of a Holder of a Note 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).

          22. CUSIP/ISIN NUMBERS. The Company has caused CUSIP and/or ISIN
numbers to be printed on the Notes as a convenience to the Holders of the Notes.
No representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.

                                     A-1-10
<Page>

          23. REGISTRATION RIGHTS. Pursuant to the Registration Rights
Agreement, the Company and the Guarantors will be obligated upon the occurrence
of certain events to consummate an exchange offer pursuant to which the Holder
of this Note shall have the right to exchange this Note for a 10 1/8% Senior
Subordinated Note due 2009, of the Company (an "Unrestricted Note") which has
been registered under the Securities Act, in like principal amount and having
terms identical in all material respects as this Note. The Holders shall be
entitled to receive certain additional interest payments in the event such
exchange offer is not consummated and upon certain other conditions, all
pursuant to and in accordance with the terms of the Registration Rights
Agreement.

          24. INDENTURE. Each Holder, by accepting a Note, agrees to be bound by
all of the terms and provisions of the Indenture, as the same may be amended
from time to time. Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Indenture.

          25. GUARANTEES. This Note will be entitled to the benefits of certain
senior subordinated Guarantees, if any, made for the benefit of the Holders.
Reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and obligations thereunder of the
Guarantors, the Trustee and the Holders.

          The Company will furnish to any Holder of a Note upon written request
and without charge a copy of the Indenture. Requests may be made to: HUNTSMAN
INTERNATIONAL LLC, 500 Huntsman Way, Salt Lake City, Utah 84108, Attention:
Office of General Counsel.

                                     A-1-11
<Page>

                              [FORM OF ASSIGNMENT]

I or we assign to

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER

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

--------------------------------------------------------------------------------
                     (please print or type name and address)

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

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

--------------------------------------------------------------------------------
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints

--------------------------------------------------------------------------------
attorney to transfer the Note on the books of the Company with full power of
substitution in the premises.

Dated:
      -------------------------    ---------------------------------------------
                                   NOTICE: The signature on this assignment must
                                   correspond with the name as it appears upon
                                   the face of the within Note in every
                                   particular without alteration or enlargement
                                   or any change whatsoever and be guaranteed by
                                   the endorser's bank or broker.

Signature Guarantee:
                    ------------------------------------------------------------

          In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of the declaration by the Commission
of the effectiveness of a registration statement under the Securities Act of
1933, as amended (the "Securities Act") covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) [         ], 2001 the undersigned confirms that it has not
utilized any general

                                     A-1-12
<Page>

solicitation or general advertising in connection with the transfer:

                                   [CHECK ONE]

(1) / /   to the Company or a subsidiary thereof; or

(2) / /   pursuant to and in compliance with Rule 144A under the Securities Act
          of 1933, as amended; or

(3) / /   to an institutional "accredited investor" (as defined in Rule
          501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as
          amended) that has furnished to the Trustee a signed letter containing
          certain representations and agreements (the form of which letter can
          be obtained from the Trustee); or

(4) / /   outside the United States to a "foreign purchaser" in compliance
          with Rule 904 of Regulation S under the Securities Act of 1933, as
          amended; or

(5) / /   pursuant to the exemption from registration provided by Rule 144
          under the Securities Act of 1933, as amended; or

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

(7) ___   pursuant to another available exemption from the registration
    / /   statement requirements of the Securities Act of 1933, as amended.

and unless the box below is checked, the undersigned confirms that such Note is
not being transferred to an "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate"):

          ?    The transferee is an Affiliate of the Company.

          Unless one of the items is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the name of any
person other than the registered Holder thereof; PROVIDED, HOWEVER, that if item
(3), (4), (5) or (7) is checked, the Company or the Trustee may require, prior
to registering any such transfer of the Notes, in their sole discretion, such
written legal opinions, certifications (including an investment letter in the
case of box (3) or (4) and other information as the Trustee or the Company have
reasonably requested

                                     A-1-13
<Page>

to confirm that such transfer is being made pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act of l933, as amended.

          If none of the foregoing items are checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.16 of the Indenture shall have
been satisfied.

Dated:                                      Signed:
      -----------------------                      -----------------------------
                                                   (Sign exactly as name appears
                                                   on the other side of this
                                                   Note)

Signature Guarantee:
                    ------------------------------------------------------------

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

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

Dated:
      -----------------------                      -----------------------------
                                                   NOTICE: To be executed by an
                                                           executive officer

                                     A-1-14
<Page>

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Company
pursuant to Section 4.14 or Section 4.15 of the Indenture, check the appropriate
box:

Section 4.14 / /      Section 4.15 / /

          If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.14 or Section 4.15 of the Indenture, state the
amount: $_____________

Date:                                   Your Signature:
     ------------------------                          -------------------------
                                                       (Sign exactly as your
                                                       name appears on the other
                                                       side of this Note)

Signature Guarantee:
                    ------------------------------------------------------------
                    Participant in a recognized Signature Guarantee Medallion
                    Program (or other signature guarantor program reasonably
                    acceptable to the Trustee)

                                     A-1-15
<Page>

                                                                     EXHIBIT A-2

                         [FORM OF RESTRICTED EURO NOTE]

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B)
IT IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7)
UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S.
PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO
YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER
THIS SECURITY EXCEPT (A) TO THE ISSUER THEREOF OR ANY SUBSIDIARY THEREOF, (B)
INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON
ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR
THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND IN CONNECTION
WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE
OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED
STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATIONS S UNDER
THE SECURITIES ACT.

                                      A-2-1
<Page>

                           HUNTSMAN INTERNATIONAL LLC

                    10 1/8% Senior Subordinated Note due 2009

No.                                                                     EU[    ]

ISIN

         HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (the
"Company"), for value received, promises to pay to                            or
registered assigns, the principal sum of                   , on July 1, 2009.

         Interest Payment Dates: January 1 and July 1

         Record Dates: December 15 and June 15

         Reference is made to the further provisions of this Note contained
herein, which will for all purposes have the same effect as if set forth at this
place.

                                      A-2-2
<Page>

         IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officer.

Dated:                                    HUNTSMAN INTERNATIONAL LLC

                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

Trustee's Certificate of Authentication

         This is one of the 10 1/8% Senior Subordinated Notes due 2009 referred
to in the within-mentioned Indenture.

Dated:

                                          The Bank of New York, as Trustee

                                          By:
                                              ----------------------------------
                                              Authorized Signature

                                      A-2-3
<Page>

                                (REVERSE OF NOTE)

                    10 1/8% Senior Subordinated Note due 2009

         1.   INTEREST. HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability
company (the "Company"), promises to pay interest on the principal amount of
this Note at the rate per annum shown above. Interest on the Notes will accrue
from the most recent date on which interest has been paid or, if no interest has
been paid, from ___________. The Company will pay interest semi-annually in
arrears on each January 1 and July 1 (each, an "Interest Payment Date") and at
stated maturity, commencing on _______________. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

         The Company shall pay interest on overdue principal and on overdue
installments of interest from time to time on demand at the rate borne by the
Notes and on overdue installments of interest (without regard to any applicable
grace periods) to the extent lawful.

         2.   METHOD OF PAYMENT. The Company shall pay interest on the Notes
(except defaulted interest) to the Persons who are the registered Holders at the
close of business on the Record Date immediately preceding the Interest Payment
Date even if the Notes are cancelled on registration of transfer or registration
of exchange after such Record Date. Holders must surrender Notes to a Paying
Agent to collect principal payments. The Company shall pay principal, premium
and interest in euros. However, the Company may pay principal, premium and
interest by its check payable in euros. The Company may deliver any such
interest payment to the Paying Agent or to a Holder at the Holder's registered
address.

         3.   PAYING AGENT AND REGISTRAR. Initially, The Bank of New York (the
"Trustee") will act as Paying Agent and Registrar. The Company may change any
Paying Agent, Registrar or co-Registrar without notice to the Holders. The
Company or any of its Subsidiaries may, subject to certain exceptions, act as
Registrar or co-Registrar.

         4.   INDENTURE. The Company issued the Notes under an Indenture, dated
as of March 13, 2001 (the "Indenture"), among the Company, each of the
Guarantors named therein and the Trustee. This Note is one of a duly authorized
issue of Notes of the Company designated as its euro denominated 10 1/8% Senior
Subordinated Notes due 2009, which may be issued under the

                                      A-2-4
<Page>

Indenture. The Company shall be entitled to issue Additional Notes pursuant to
the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes
issued in accordance with the Indenture are treated as a single class of
securities under the Indenture unless otherwise specified in the Indenture.
Capitalized terms used herein shall have the meanings assigned to them in the
Indenture unless otherwise defined herein. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the "TIA"), as in
effect on the date of the Indenture. Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and Holders of Notes are
referred to the Indenture and the TIA for a statement of them. The Notes are
senior subordinated unsecured obligations of the Company.

         5.   OPTIONAL REDEMPTION.  (a) The Notes will be redeemable, at the
Company's option, in whole at any time or in part from time to time, on and
after July 1, 2004, upon not less than 30 nor more than 60 days' notice, at the
following redemption prices (expressed as percentages of the principal amount
thereof) if redeemed during the twelve-month period commencing on July 1 of the
year set forth below, plus, in each case, accrued and unpaid interest thereon,
if any, to the date of redemption:

<Table>
<Caption>
              YEAR                        PERCENTAGE
              ----                        ----------
              <S>                          <C>
              2004                         105.063%
              2005                         103.375%
              2006                         101.688%
              2007 and thereafter          100.000%
</Table>

         (b) At any time, or from time to time, on or prior to July 1, 2002, the
Company may, at its option, use the net cash proceeds of one or more Equity
Offerings (as defined below) to redeem up to 35% of the aggregate principal
amount of Notes (including the original principal amount of any Additional
Notes) originally issued at a redemption price equal to 110.125% of the
principal amount thereof plus accrued and unpaid interest thereon, if any, to
the date of redemption; PROVIDED, HOWEVER, that at least 65% of the aggregate
principal amount of the Dollar Notes and Euro Notes originally issued (including
the original principal amount of any Additional Notes) remain outstanding
immediately after any such redemption. In order to effect the foregoing
redemption with the proceeds of any Equity Offering, the Company shall make such

                                      A-2-5
<Page>

redemption not more than 120 days after the consummation of any such Equity
Offering.

         As used in the preceding paragraph, "Equity Offering" means any sale of
Qualified Capital Stock of the Company or any capital contribution to the equity
of the Company.

         (c) At any time on or prior to July 1, 2004, the Notes may be
redeemed, in whole or in part, at the option of the Company, upon not less than
30 nor more than 60 days' notice, at a redemption price (the "Make-Whole Price")
equal to the greater of (i) 100% of the principal amount thereof or (ii) as
determined by an Independent Investment Banker, the present value of (A) the
redemption price of such Notes at July 1, 2004 (as set forth below) plus (B) all
required interest payments due on such Notes through July 1, 2004 (excluding
accrued interest), discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at, in the case of
the Dollar Notes, the Adjusted Treasury Rate and, in the case of the Euro Notes,
the Adjusted Bund Rate, plus in each case accrued interest to the redemption
date.

         "Adjusted Bund Rate" means, with respect to any redemption date, the
mid-market yield under the heading which represents the average for the
immediately prior week appearing on Reuters page AABBUND01, or its successor,
for the maturity corresponding to July 1, 2009 (if no maturity date is within
three months before or after July 1, 2009, yields for the two published
maturities most closely corresponding to July 1, 2009 shall be determined and
the Bund yield shall be interpolated or extrapolated from such yields on a
straight-line basis, rounding to the nearest month), plus 0.50%. The Bund Rate
shall be calculated on the third Business Day preceding such redemption date.

         "Adjusted Treasury Rate" means with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming 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, plus 0.50%.

         "Comparable Treasury Issue" means the United States Treasury Security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes that would be utilized, at the same time of
selection and in accordance with customary financial practice, in pricing new

                                      A-2-6
<Page>

issues of corporate debt securities of comparable maturity to the remaining term
of the Notes.

         "Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (A) the
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if
the Trustee obtains fewer than three such Reference Treasury Dealer Quotations,
the average of all such quotations.

         "Independent Investment Banker" means any Reference Treasury Dealer
appointed by the Trustee after consultation with the Company.

         "Reference Treasury Dealer" means the U.S. affiliates of the Initial
Purchasers and their respective successors; PROVIDED, HOWEVER, that if any of
the foregoing shall cease to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Reference Treasury Dealer.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices of the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.

         6.   NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the Redemption Date to each Holder
whose Notes are to be redeemed at such Holder's registered address. Notes in
denominations larger than EU1,000 may be redeemed in part.

         7.   CHANGE OF CONTROL OFFER. In the event of a Change of Control, upon
the satisfaction of the conditions set forth in the Indenture, the Company shall
be required to offer

                                      A-2-7
<Page>

to repurchase all of the then outstanding Notes pursuant to a Change of Control
Offer at a purchase price equal to 101% of the principal amount thereof plus
accrued and unpaid interest, if any, to the date of purchase. Holders of Notes
that are the subject of such an offer to repurchase shall receive an offer to
repurchase and may elect to have such Notes repurchased in accordance with the
provisions of the Indenture pursuant to and in accordance with the terms of the
Indenture.

         8.   LIMITATION ON ASSET SALES. Under certain circumstances set forth
in Section 4.15 of the Indenture, the Company is required to apply the net
proceeds from Asset Sales to offer to repurchase the Notes at a price equal to
100% of the principal amount thereof plus accrued and unpaid interest thereon,
if any, to the date of repurchase.

         9.   DENOMINATIONS; TRANSFER; EXCHANGE. The Notes are in fully
registered form only, without coupons, in denominations of EU1,000 and integral
multiples of EU1,000. A Holder shall register the transfer or exchange of Notes
in accordance with the Indenture. The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay certain transfer taxes or similar governmental charges payable in connection
therewith as permitted by the Indenture. The Registrar need not register the
transfer or exchange of any Notes during a period beginning 15 days before the
mailing of a redemption notice for any Notes or portions thereof selected for
redemption.

         10.  PERSONS DEEMED OWNERS. The registered Holder of a Note shall be
treated as the owner of it for all purposes.

         11.  UNCLAIMED MONEY. If money for the payment of principal or interest
remains unclaimed for one year, the Trustee and the Paying Agent will pay the
money back to the Company. After that, all liability of the Trustee and such
Paying Agent with respect to such money shall cease.

         12.  DISCHARGE PRIOR TO REDEMPTION OR MATURITY. If the Company at any
time deposits with the Trustee euros or non-callable Euro Obligations sufficient
to pay the principal of, premium and interest on the Notes to redemption or
maturity and complies with the other provisions of this Indenture relating
thereto, the Company will be discharged from certain provisions of the Indenture
and the Notes (including certain covenants, but excluding its obligation to pay
the principal of, premium and interest on the Notes).

                                      A-2-8
<Page>

         13.  AMENDMENT; SUPPLEMENT; WAIVER. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the written consent
of the Holders of at least a majority in aggregate principal amount of the then
outstanding Notes (including any Additional Notes), and any existing Default or
Event of Default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in aggregate principal amount of
the then outstanding Notes (including any Additional Notes). Without consent of
any Holder, the parties thereto may amend or supplement the Indenture or the
Notes to, among other things, cure any ambiguity, defect or inconsistency,
provide for uncertificated Notes in addition to or in place of certificated
Notes, or comply with Article Five of the Indenture or make any other change
that does not adversely affect in any material respect the rights of any Holder
of a Note.

         14.  RESTRICTIVE COVENANTS. The Indenture imposes certain limitations
on the ability of the Company and its Subsidiaries to, among other things, incur
additional Indebtedness, pay dividends or make certain other restricted
payments, enter into transactions with Affiliates, create dividend or other
payment restrictions affecting Restricted Subsidiaries and merge or consolidate
with any other Person, sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its assets or adopt a plan of
liquidation. Such limitations are subject to a number of important
qualifications and exceptions. The Company must annually report to the Trustee
on compliance with such limitations.

         15.  SUCCESSORS. When a successor assumes, in accordance with this
Indenture, all the obligations of its predecessor under the Notes and the
Indenture, the predecessor will be released from those obligations.

         16.  DEFAULTS AND REMEDIES. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes (including any Additional Notes) may declare all the
Notes to be due and payable in the manner, at the time and with the effect
provided in the Indenture. Holders of Notes may not enforce the Indenture or the
Notes except as provided in the Indenture. The Trustee is not obligated to
enforce the Indenture or the Notes unless it has been offered indemnity or
security reasonably satisfactory to it. The Indenture permits, subject to
certain limitations therein provided, Holders of a majority in aggregate
principal amount of the Notes (including any Additional Notes) then outstanding
to direct the Trustee in its exercise

                                      A-2-9
<Page>

of any trust or power. The Trustee may withhold from Holders of Notes notice of
any continuing Default or Event of Default (except a Default in payment of
principal or interest) if it determines in good faith that withholding notice is
in their interest.

         17.  TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of Notes
and may otherwise deal with the Company, its Restricted and Unrestricted
Subsidiaries or their respective Affiliates as if it were not the Trustee.

         18.  NO RECOURSE AGAINST OTHERS. No past, present or future
stockholder, director, officer, employee or incorporator, as such, of the
Company shall have any liability for any obligation of the Company 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 of a Note 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.

         19.  AUTHENTICATION. This Note shall not be valid until the Trustee or
authenticating agent manually signs the certificate of authentication on this
Note.

         20.  GOVERNING LAW. This Note 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.

         21.  ABBREVIATIONS AND DEFINED TERMS. Customary abbreviations may be
used in the name of a Holder of a Note 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).

         22.  CUSIP/ISIN NUMBERS. The Company has caused CUSIP and/or ISIN
numbers to be printed on the Notes as a convenience to the Holders of the Notes.
No representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.

         23.  REGISTRATION RIGHTS. Pursuant to the Registration Rights
Agreement, the Company and the Guarantors will be

                                     A-2-10
<Page>

obligated upon the occurrence of certain events to consummate an exchange offer
pursuant to which the Holder of this Note shall have the right to exchange this
Note for a 10 1/8% Senior Subordinated Note due 2009, of the Company (an
"Unrestricted Note") which has been registered under the Securities Act, in like
principal amount and having terms identical in all material respects as this
Note. The Holders shall be entitled to receive certain additional interest
payments in the event such exchange offer is not consummated and upon certain
other conditions, all pursuant to and in accordance with the terms of the
Registration Rights Agreement.

         24.  INDENTURE. Each Holder, by accepting a Note, agrees to be bound by
all of the terms and provisions of the Indenture, as the same may be amended
from time to time. Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Indenture.

         25.  GUARANTEES. This Note will be entitled to the benefits of certain
senior subordinated Guarantees, if any, made for the benefit of the Holders.
Reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and obligations thereunder of the
Guarantors, the Trustee and the Holders.

         The Company will furnish to any Holder of a Note upon written request
and without charge a copy of the Indenture. Requests may be made to: HUNTSMAN
INTERNATIONAL LLC, 500 Huntsman Way, Salt Lake City, Utah 84108, Attention:
Office of General Counsel.

                                     A-2-11
<Page>

                              [FORM OF ASSIGNMENT]

I or we assign to

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER

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

--------------------------------------------------------------------------------
                     (please print or type name and address)

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

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

--------------------------------------------------------------------------------
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints

--------------------------------------------------------------------------------
attorney to transfer the Note on the books of the Company with full power of
substitution in the premises.

Dated:
       -----------------------------      --------------------------------------
                                          NOTICE: The signature on this
                                          assignment must correspond with the
                                          name as it appears upon the face of
                                          the within Note in every particular
                                          without alteration or enlargement or
                                          any change whatsoever and be
                                          guaranteed by the endorser's bank or
                                          broker.

Signature Guarantee:
                     -----------------------------------------------------------

         In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of the declaration by the Commission
of the effectiveness of a registration statement under the Securities Act of
1933, as amended (the "Securities Act") covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) [ ], 2001 the undersigned confirms that it has not utilized
any general

                                     A-2-12
<Page>

solicitation or general advertising in connection with the transfer:

                                   [CHECK ONE]

(1) / /  to the Company or a subsidiary thereof; or

(2) / /  pursuant to and in compliance with Rule 144A under the Securities Act
         of 1933, as amended; or

(3) / /  to an institutional "accredited investor" (as defined in Rule 501(a)
         (1), (2), (3) or (7) under the Securities Act of 1933, as amended)
         that has furnished to the Trustee a signed letter containing certain
         representations and agreements (the form of which letter can be
         obtained from the Trustee); or

(4) / /  outside the United States to a "foreign purchaser" in compliance with
         Rule 904 of Regulation S under the Securities Act of 1933, as amended;
         or

(5) / /  pursuant to the exemption from registration provided by Rule 144 under
         the Securities Act of 1933, as amended; or

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

(7) / /  pursuant to another available exemption from the registration
         statement requirements of the Securities Act of 1933, as amended.

and unless the box below is checked, the undersigned confirms that such Note is
not being transferred to an "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate"):

         ?    The transferee is an Affiliate of the Company.

         Unless one of the items is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the name of any
person other than the registered Holder thereof; PROVIDED, HOWEVER, that if item
(3), (4), (5) or (7) is checked, the Company or the Trustee may require, prior
to registering any such transfer of the Notes, in their sole discretion, such
written legal opinions, certifications (including an investment letter in the
case of box (3) or (4) and other information as the Trustee or the Company have
reasonably requested

                                     A-2-13
<Page>

to confirm that such transfer is being made pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act of l933, as amended.

         If none of the foregoing items are checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.16 of the Indenture shall have
been satisfied.

Dated:                                    Signed:
       -----------------------------              ------------------------------
                                                  (Sign exactly as name appears
                                                  on the other side of this
                                                  Note)

Signature Guarantee:
                    ------------------------------------------------------------

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

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

Dated:
       -----------------------------      --------------------------------------
                                          NOTICE: To be executed by an executive
                                                  officer

                                     A-2-14
<Page>

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.14 or Section 4.15 of the Indenture, check the appropriate
box:

Section 4.14 / /      Section 4.15 / /

         If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.14 or Section 4.15 of the Indenture, state the
amount: EU_____________

Date:                                   Your Signature:
     -------------------------------                    ------------------------
                                                        (Sign exactly as your
                                                        name appears on the
                                                        other side of this Note)

Signature Guarantee:
                     -----------------------------------------------------------
                     Participant in a recognized Signature Guarantee Medallion
                     Program (or other signature guarantor program reasonably
                     acceptable to the Trustee)

                                     A-2-15
<Page>

                                                                     EXHIBIT A-3

                              [FORM OF DOLLAR NOTE]

                           HUNTSMAN INTERNATIONAL LLC

                    10 1/8% Senior Subordinated Note due 2009

No.                                                                      $[    ]
CUSIP

         HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (the
"Company"), for value received, promises to pay to CEDE & CO. or registered
assigns, the principal sum of            , on July 1, 2009.

         Interest Payment Dates: January 1 and July 1

         Record Dates: December 15 and June 15

         Reference is made to the further provisions of this Note contained
herein, which will for all purposes have the same effect as if set forth at this
place.

                                      A-3-1
<Page>

         IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

Dated:                                    HUNTSMAN INTERNATIONAL LLC

                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

Trustee's Certificate of Authentication

         This is one of the 10 1/8% Senior Subordinated Notes due 2009 referred
to in the within-mentioned Indenture.

Dated:

                                          The Bank of New York, as Trustee

                                          By:
                                              ----------------------------------
                                              Authorized Signature

                                      A-3-2
<Page>

                                (REVERSE OF NOTE)

                    10 1/8% Senior Subordinated Note due 2009

         1.   INTEREST. HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability
company (the "Company"), promises to pay interest on the principal amount of
this Note at the rate per annum shown above. Interest on the Notes will accrue
from the most recent date on which interest has been paid or, if no interest has
been paid, from ________________. The Company will pay interest semi-annually in
arrears on each January 1 and July 1 (each, an "Interest Payment Date") and at
stated maturity, commencing on _____________. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

         The Company shall pay interest on overdue principal and on overdue
installments of interest from time to time on demand at the rate borne by the
Notes and on overdue installments of interest (without regard to any applicable
grace periods) to the extent lawful.

         2.   METHOD OF PAYMENT. The Company shall pay interest on the Notes
(except defaulted interest) to the Persons who are the registered Holders at the
close of business on the Record Date immediately preceding the Interest Payment
Date even if the Notes are cancelled on registration of transfer or registration
of exchange after such Record Date. Holders must surrender Notes to a Paying
Agent to collect principal payments. The Company shall pay principal, premium
and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts ("U.S. Legal Tender"). However,
the Company may pay principal, premium and interest by its check payable in such
U.S. Legal Tender. The Company may deliver any such interest payment to the
Paying Agent or to a Holder at the Holder's registered address.

         3.   PAYING AGENT AND REGISTRAR. Initially, The Bank of New York (the
"Trustee") will act as Paying Agent and Registrar. The Company may change any
Paying Agent, Registrar or co-Registrar without notice to the Holders. The
Company or any of its Subsidiaries may, subject to certain exceptions, act as
Registrar or co-Registrar.

         4.   INDENTURE. The Company issued the Notes under an Indenture, dated
as of March 13, 2001 (the "Indenture"), among the Company, each of the
Guarantors named therein and the Trustee. This Note is one of a duly authorized
issue of Notes

                                      A-3-3
<Page>

of the Company designated as its dollar denominated 10 1/8% Senior Subordinated
Notes due 2009. The Company shall be entitled to issue Additional Notes pursuant
to Section 2.18 of the Indenture. The Initial Notes, any Additional Notes and
any Exchange Notes issued in accordance with the Indenture are treated as a
single class of securities under the Indenture unless otherwise specified in the
Indenture. Capitalized terms used herein shall have the meanings assigned to
them in the Indenture unless otherwise defined herein. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb)
(the "TIA"), as in effect on the date of the Indenture. Notwithstanding anything
to the contrary herein, the Notes are subject to all such terms, and Holders of
Notes are referred to the Indenture and the TIA for a statement of them. The
Notes are senior subordinated unsecured obligations of the Company.

         5.   OPTIONAL REDEMPTION. (a) The Notes will be redeemable, at the
Company's option, in whole at any time or in part from time to time, on and
after July 1, 2004, upon not less than 30 nor more than 60 days' notice, at the
following redemption prices (expressed as percentages of the principal amount
thereof) if redeemed during the twelve-month period commencing on July 1 of the
year set forth below, plus, in each case, accrued and unpaid interest thereon,
if any, to the date of redemption:

<Table>
<Caption>
              YEAR                        PERCENTAGE
              ----                        ----------
              <S>                          <C>
              2004                         105.063%
              2005                         103.375%
              2006                         101.688%
              2007 and thereafter          100.000%
</Table>

         (b) At any time, or from time to time, on or prior to July 1, 2002,
the Company may, at its option, use the net cash proceeds of one or more Equity
Offerings (as defined below) to redeem up to 35% of the aggregate principal
amount of Notes (including the original principal amount of any Additional
Notes) originally issued at a redemption price equal to 110.125% of the
principal amount thereof plus accrued and unpaid interest thereon, if any, to
the date of redemption; PROVIDED, HOWEVER, that at least 65% of the aggregate
principal amount of the Dollar Notes and Euro Notes originally issued (including
the original principal amount of any Additional Notes) remain outstanding
immediately after any such redemption. In order to effect the foregoing
redemption with the

                                      A-3-4
<Page>

proceeds of any Equity Offering, the Company shall make such redemption not more
than 120 days after the consummation of any such Equity Offering.

          As  used in the preceding paragraph, "Equity Offering" means any sale
of Qualified Capital Stock of the Company or any capital contribution to the
equity of the Company.

         (c) At any time on or prior to July 1, 2004, the Notes may be
redeemed, in whole or in part, at the option of the Company, upon not less than
30 nor more than 60 days' notice, at a redemption price (the "Make-Whole Price")
equal to the greater of (i) 100% of the principal amount thereof or (ii) as
determined by an Independent Investment Banker, the present value of (A) the
redemption price of such Notes at July 1, 2004 (as set forth below) plus (B) all
required interest payments due on such Notes through July 1, 2004 (excluding
accrued interest), discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at, in the case of
the Dollar Notes, the Adjusted Treasury Rate and, in the case of the Euro Notes,
the Adjusted Bund Rate, plus in each case accrued interest to the redemption
date.

         "Adjusted Bund Rate" means, with respect to any redemption date, the
mid-market yield under the heading which represents the average for the
immediately prior week appearing on Reuters page AABBUND01, or its successor,
for the maturity corresponding to July 1, 2009 (if no maturity date is within
three months before or after July 1, 2009, yields for the two published
maturities most closely corresponding to July 1, 2009 shall be determined and
the Bund yield shall be interpolated or extrapolated from such yields on a
straight-line basis, rounding to the nearest month), plus 0.50%. The Bund Rate
shall be calculated on the third Business Day preceding such redemption date.

         "Adjusted Treasury Rate" means with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming 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, plus 0.50%.

         "Comparable Treasury Issue" means the United States Treasury Security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes that would be utilized, at the same time of
selection and

                                      A-3-5
<Page>

in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Notes.

         "Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (A) the
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if
the Trustee obtains fewer than three such Reference Treasury Dealer Quotations,
the average of all such quotations.

         "Independent Investment Banker" means any Reference Treasury Dealer
appointed by the Trustee after consultation with the Company.

         "Reference Treasury Dealer" means the U.S. affiliates of the Initial
Purchasers and their respective successors; PROVIDED, HOWEVER, that if any of
the foregoing shall cease to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Reference Treasury Dealer.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices of the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.

         6.   NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the Redemption Date to each Holder
whose Notes are to be redeemed at such Holder's registered address. Notes in
denominations larger than $1,000 may be redeemed in part.

         7.   CHANGE OF CONTROL OFFER. In the event of a Change of Control, upon
the satisfaction of the conditions set

                                      A-3-6
<Page>

forth in the Indenture, the Company shall be required to offer to repurchase all
of the then outstanding Notes pursuant to a Change of Control Offer at a
purchase price equal to 101% of the principal amount thereof plus accrued and
unpaid interest, if any, to the date of purchase. Holders of Notes that are the
subject of such an offer to repurchase shall receive an offer to repurchase and
may elect to have such Notes repurchased in accordance with the provisions of
the Indenture pursuant to and in accordance with the terms of the Indenture.

         8.   LIMITATION ON ASSET SALES. Under certain circumstances set forth
in Section 4.15 of the Indenture, the Company is required to apply the net
proceeds from Asset Sales to offer to repurchase the Notes at a price equal to
100% of the principal amount thereof plus accrued and unpaid interest thereon,
if any, to the date of repurchase.

         9.   DENOMINATIONS; TRANSFER; EXCHANGE. The Notes are in fully
registered form only, without coupons, in denominations of $1,000 and integral
multiples of $1,000. A Holder shall register the transfer or exchange of Notes
in accordance with the Indenture. The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay certain transfer taxes or similar governmental charges payable in connection
therewith as permitted by the Indenture. The Registrar need not register the
transfer or exchange of any Notes during a period beginning 15 days before the
mailing of a redemption notice for any Notes or portions thereof selected for
redemption.

         10.  PERSONS DEEMED OWNERS. The registered Holder of a Note shall be
treated as the owner of it for all purposes.

         11.  UNCLAIMED MONEY. If money for the payment of principal or interest
remains unclaimed for one year, the Trustee and the Paying Agent will pay the
money back to the Company. After that, all liability of the Trustee and such
Paying Agent with respect to such money shall cease.

         12.  DISCHARGE PRIOR TO REDEMPTION OR MATURITY. If the Company at any
time deposits with the Trustee U.S. Legal Tender or non-callable U.S. Government
Obligations sufficient to pay the principal of, premium and interest on the
Notes to redemption or maturity and complies with the other provisions of this
Indenture relating thereto, the Company will be discharged from certain
provisions of the Indenture and the Notes (including certain covenants, but
excluding its obligation to pay the principal of, premium and interest on the
Notes).

                                      A-3-7
<Page>

         13.  AMENDMENT; SUPPLEMENT; WAIVER. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the written consent
of the Holders of at least a majority in aggregate principal amount of the then
outstanding Notes (including any Additional Notes), and any existing Default or
Event of Default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in aggregate principal amount of
the then outstanding Notes (including any Additional Notes). Without consent of
any Holder, the parties thereto may amend or supplement the Indenture or the
Notes to, among other things, cure any ambiguity, defect or inconsistency,
provide for uncertificated Notes in addition to or in place of certificated
Notes, or comply with Article Five of the Indenture or make any other change
that does not adversely affect in any material respect the rights of any Holder
of a Note.

         14.  RESTRICTIVE COVENANTS. The Indenture imposes certain limitations
on the ability of the Company and its Subsidiaries to, among other things, incur
additional Indebtedness, pay dividends or make certain other restricted
payments, enter into transactions with Affiliates, create dividend or other
payment restrictions affecting Restricted Subsidiaries and merge or consolidate
with any other Person, sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its assets or adopt a plan of
liquidation. Such limitations are subject to a number of important
qualifications and exceptions. The Company must annually report to the Trustee
on compliance with such limitations.

         15.  SUCCESSORS. When a successor assumes, in accordance with this
Indenture, all the obligations of its predecessor under the Notes and the
Indenture, the predecessor will be released from those obligations.

         16.  DEFAULTS AND REMEDIES. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes (including any Additional Notes) may declare all the
Notes to be due and payable in the manner, at the time and with the effect
provided in the Indenture. Holders of Notes may not enforce the Indenture or the
Notes except as provided in the Indenture. The Trustee is not obligated to
enforce the Indenture or the Notes unless it has been offered indemnity or
security reasonably satisfactory to it. The Indenture permits, subject to
certain limitations therein provided, Holders of a majority in aggregate
principal amount of the Notes (including any Additional Notes) then outstanding
to direct the Trustee in its exercise

                                      A-3-8
<Page>

of any trust or power. The Trustee may withhold from Holders of Notes notice of
any continuing Default or Event of Default (except a Default in payment of
principal or interest) if it determines in good faith that withholding notice is
in their interest.

         17.  TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of Notes
and may otherwise deal with the Company, its Restricted and Unrestricted
Subsidiaries or their respective Affiliates as if it were not the Trustee.

         18.  NO RECOURSE AGAINST OTHERS. No past, present or future
stockholder, director, officer, employee or incorporator, as such, of the
Company shall have any liability for any obligation of the Company 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 of a Note 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.

         19.  AUTHENTICATION. This Note shall not be valid until the Trustee or
authenticating agent manually signs the certificate of authentication on this
Note.

         20.  GOVERNING LAW. This Note 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.

         21.  ABBREVIATIONS AND DEFINED TERMS. Customary abbreviations may be
used in the name of a Holder of a Note 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).

         22.  CUSIP/ISIN NUMBERS. The Company has caused CUSIP and/or ISIN
numbers to be printed on the Notes as a convenience to the Holders of the Notes.
No representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.

         23.  INDENTURE. Each Holder, by accepting a Note, agrees to be bound by
all of the terms and provisions of the

                                      A-3-9
<Page>

Indenture, as the same may be amended from time to time. Capitalized terms used
herein and not defined herein have the meanings ascribed thereto in the
Indenture.

         24.  GUARANTEES. This Note will be entitled to the benefits of certain
senior subordinated Guarantees, if any, made for the benefit of the Holders.
Reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and obligations thereunder of the
Guarantors, the Trustee and the Holders.

         The Company will furnish to any Holder of a Note upon written request
and without charge a copy of the Indenture. Requests may be made to: HUNTSMAN
INTERNATIONAL LLC, 500 Huntsman Way, Salt Lake City, Utah 84108, Attention:
Office of General Counsel.

                                     A-3-10
<Page>

                              [FORM OF ASSIGNMENT]

I or we assign to

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER

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

--------------------------------------------------------------------------------
                     (please print or type name and address)

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

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

--------------------------------------------------------------------------------
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints

--------------------------------------------------------------------------------
attorney to transfer the Note on the books of the Company with full power of
substitution in the premises.

Dated:
       -----------------------------      --------------------------------------
                                          NOTICE: The signature on this
                                          assignment must correspond with the
                                          name as it appears upon the face of
                                          the within Note in every particular
                                          without alteration or enlargement or
                                          any change whatsoever and be
                                          guaranteed by the endorser's bank or
                                          broker.

Signature Guarantee:
                     -----------------------------------------------------------

         In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of the declaration by the Commission
of the effectiveness of a registration statement under the Securities Act of
1933, as amended (the "Securities Act") covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) [ ], 2001 the undersigned confirms that it has not utilized
any general

                                     A-3-11
<Page>

solicitation or general advertising in connection with the transfer:

                                   [CHECK ONE]

(1) / /  to the Company or a subsidiary thereof; or

(2) / /  pursuant to and in compliance with Rule 144A under the Securities Act
         of 1933, as amended; or

(3) / /  to an institutional "accredited investor" (as defined in Rule 501(a)
         (1), (2), (3) or (7) under the Securities Act of 1933, as amended)
         that has furnished to the Trustee a signed letter containing certain
         representations and agreements (the form of which letter can be
         obtained from the Trustee); or

(4) / /  outside the United States to a "foreign purchaser" in compliance with
         Rule 904 of Regulation S under the Securities Act of 1933, as amended;
         or

(5) / /  pursuant to the exemption from registration provided by Rule 144 under
         the Securities Act of 1933, as amended; or

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

(7) / /  pursuant to another available exemption from the registration
         statement requirements of the Securities Act of 1933, as amended.

and unless the box below is checked, the undersigned confirms that such Note is
not being transferred to an "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate"):

         ?    The transferee is an Affiliate of the Company.

         Unless one of the items is checked, the Trustee will refuse to register
any of the Notes evidenced by this certificate in the name of any person other
than the registered Holder thereof; PROVIDED, HOWEVER, that if item (3), (4),
(5) or (7) is checked, the Company or the Trustee may require, prior to
registering any such transfer of the Notes, in their sole discretion, such
written legal opinions, certifications (including an investment letter in the
case of box (3) or (4) and other information as the Trustee or the Company have
reasonably requested

                                     A-3-12
<Page>

to confirm that such transfer is being made pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act of l933, as amended.

         If none of the foregoing items are checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.16 of the Indenture shall have
been satisfied.

Dated:                                    Signed:
       -----------------------------              ------------------------------
                                                  (Sign exactly as name appears
                                                  on the other side of this
                                                  Note)

Signature Guarantee:
                     -----------------------------------------------------------

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

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

Dated:
       -----------------------------      --------------------------------------
                                          NOTICE: To be executed by an executive
                                                  officer

                                     A-3-13
<Page>

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.14 or Section 4.15 of the Indenture, check the appropriate
box:

Section 4.14 / /      Section 4.15 / /

         If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.14 or Section 4.15 of the Indenture, state the
amount: $_____________


Date:                                   Your Signature:
     -------------------------------                    ------------------------
                                                        (Sign exactly as your
                                                        name appears on the
                                                        other side of this Note)

Signature Guarantee:
                     -----------------------------------------------------------
                     Participant in a recognized Signature Guarantee Medallion
                     Program (or other signature guarantor program reasonably
                     acceptable to the Trustee)

                                     A-3-14
<Page>

                                                                     EXHIBIT A-4

                               [FORM OF EURO NOTE]

                           HUNTSMAN INTERNATIONAL LLC

                    10 1/8% Senior Subordinated Note due 2009

No.                                                                    EU[     ]

ISIN

         HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (the
"Company"), for value received, promises to pay to                          or
registered assigns, the principal sum of                  , on July 1, 2009.

         Interest Payment Dates: January 1 and July 1

         Record Dates: December 15 and June 15

         Reference is made to the further provisions of this Note contained
herein, which will for all purposes have the same effect as if set forth at this
place.

                                      A-4-1
<Page>

         IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officer.

Dated:                                    HUNTSMAN INTERNATIONAL LLC

                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

Trustee's Certificate of Authentication

         This is one of the 10 1/8% Senior Subordinated Notes due 2009 referred
to in the within-mentioned Indenture.

Dated:

                                          The Bank of New York, as Trustee

                                          By:
                                              ----------------------------------
                                              Authorized Signature

                                      A-4-2
<Page>

                                (REVERSE OF NOTE)

                    10 1/8% Senior Subordinated Note due 2009

         1.   INTEREST. HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability
company (the "Company"), promises to pay interest on the principal amount of
this Note at the rate per annum shown above. Interest on the Notes will accrue
from the most recent date on which interest has been paid or, if no interest has
been paid, from ___________. The Company will pay interest semi-annually in
arrears on each January 1 and July 1 (each, an "Interest Payment Date") and at
stated maturity, commencing on ____________. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

         The Company shall pay interest on and on overdue installments of
interest from time to time on demand at the rate borne by the Notes and on
overdue installments of interest (without regard to any applicable grace
periods) to the extent lawful.

         2.   METHOD OF PAYMENT. The Company shall pay interest on the Notes
(except defaulted interest) to the Persons who are the registered Holders at the
close of business on the Record Date immediately preceding the Interest Payment
Date even if the Notes are cancelled on registration of transfer or registration
of exchange after such Record Date. Holders must surrender Notes to a Paying
Agent to collect principal payments. The Company shall pay principal, premium
and interest in euros. However, the Company may pay principal, premium and
interest by its check payable in euros. The Company may deliver any such
interest payment to the Paying Agent or to a Holder at the Holder's registered
address.

         3.   PAYING AGENT AND REGISTRAR. Initially, The Bank of New York (the
"Trustee") will act as Paying Agent and Registrar. The Company may change any
Paying Agent, Registrar or co-Registrar without notice to the Holders. The
Company or any of its Subsidiaries may, subject to certain exceptions, act as
Registrar or co-Registrar.

         4.   INDENTURE. The Company issued the Notes under an Indenture, dated
as of March 13, 2001 (the "Indenture"), among the Company, each of the
Guarantors named therein and the Trustee. This Note is one of a duly authorized
issue of Notes of the Company designated as its euro denominated 10 1/8% Senior
Subordinated Notes due 2009, which may be issued under the

                                      A-4-3
<Page>

Indenture. The Company shall be entitled to issue Additional Notes pursuant to
the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes
issued in accordance with the Indenture are treated as a single class of
securities under the Indenture unless otherwise specified in the Indenture.
Capitalized terms used herein shall have the meanings assigned to them in the
Indenture unless otherwise defined herein. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the "TIA"), as in
effect on the date of the Indenture. Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and Holders of Notes are
referred to the Indenture and the TIA for a statement of them. The Notes are
senior subordinated unsecured obligations of the Company.

         5.   OPTIONAL REDEMPTION. (a) The Notes will be redeemable, at the
Company's option, in whole at any time or in part from time to time, on and
after July 1, 2004, upon not less than 30 nor more than 60 days' notice, at the
following redemption prices (expressed as percentages of the principal amount
thereof) if redeemed during the twelve-month period commencing on July 1 of the
year set forth below, plus, in each case, accrued and unpaid interest thereon,
if any, to the date of redemption:

<Table>
<Caption>
              YEAR                        PERCENTAGE
              ----                        ----------
              <S>                          <C>
              2004                         105.063%
              2005                         103.375%
              2006                         101.688%
              2007 and thereafter          100.000%
</Table>

         (b) At any time, or from time to time, on or prior to July 1, 2002,
the Company may, at its option, use the net cash proceeds of one or more Equity
Offerings (as defined below) to redeem up to 35% of the aggregate principal
amount of Notes (including the original principal amount of any Additional
Notes) originally issued at a redemption price equal to 110.125% of the
principal amount thereof plus accrued and unpaid interest thereon, if any, to
the date of redemption; PROVIDED, HOWEVER, that at least 65% of the aggregate
principal amount of the Dollar Notes and Euro Notes originally issued (including
the original principal amount of any Additional Notes) remain outstanding
immediately after any such redemption. In order to effect the foregoing
redemption with the proceeds of any Equity Offering, the Company shall make such

                                      A-4-4
<Page>

redemption not more than 120 days after the consummation of any such Equity
Offering.

         As used in the preceding paragraph, "Equity Offering" means any sale of
Qualified Capital Stock of the Company or any capital contribution to the equity
of the Company.

         (c) At any time on or prior to July 1, 2004, the Notes may be
redeemed, in whole or in part, at the option of the Company, upon not less than
30 nor more than 60 days' notice, at a redemption price (the "Make-Whole Price")
equal to the greater of (i) 100% of the principal amount thereof or (ii) as
determined by an Independent Investment Banker, the present value of (A) the
redemption price of such Notes at July 1, 2004 (as set forth below) plus (B) all
required interest payments due on such Notes through July 1, 2004 (excluding
accrued interest), discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at, in the case of
the Dollar Notes, the Adjusted Treasury Rate and, in the case of the Euro Notes,
the Adjusted Bund Rate, plus in each case accrued interest to the redemption
date.

         "Adjusted Bund Rate" means, with respect to any redemption date, the
mid-market yield under the heading which represents the average for the
immediately prior week appearing on Reuters page AABBUND01, or its successor,
for the maturity corresponding to July 1, 2009 (if no maturity date is within
three months before or after July 1, 2009, yields for the two published
maturities most closely corresponding to July 1, 2009 shall be determined and
the Bund yield shall be interpolated or extrapolated from such yields on a
straight-line basis, rounding to the nearest month), plus 0.50%. The Bund Rate
shall be calculated on the third Business Day preceding such redemption date.

         "Adjusted Treasury Rate" means with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming 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, plus 0.50%.

         "Comparable Treasury Issue" means the United States Treasury Security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes that would be utilized, at the same time of
selection and in accordance with customary financial practice, in pricing new

                                      A-4-5
<Page>

issues of corporate debt securities of comparable maturity to the remaining term
of the Notes.

         "Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (A) the
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if
the Trustee obtains fewer than three such Reference Treasury Dealer Quotations,
the average of all such quotations.

         "Independent Investment Banker" means any Reference Treasury Dealer
appointed by the Trustee after consultation with the Company.

         "Reference Treasury Dealer" means the U.S. affiliates of the Initial
Purchasers and their respective successors; PROVIDED, HOWEVER, that if any of
the foregoing shall cease to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Reference Treasury Dealer.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices of the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.

         6.   NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the Redemption Date to each Holder
whose Notes are to be redeemed at such Holder's registered address. Notes in
denominations larger than EU1,000 may be redeemed in part.

         7.   CHANGE OF CONTROL OFFER. In the event of a Change of Control, upon
the satisfaction of the conditions set forth in the Indenture, the Company shall
be required to offer

                                      A-4-6
<Page>

to repurchase all of the then outstanding Notes pursuant to a Change of Control
Offer at a purchase price equal to 101% of the principal amount thereof plus
accrued and unpaid interest, if any, to the date of purchase. Holders of Notes
that are the subject of such an offer to repurchase shall receive an offer to
repurchase and may elect to have such Notes repurchased in accordance with the
provisions of the Indenture pursuant to and in accordance with the terms of the
Indenture.

         8.   LIMITATION ON ASSET SALES. Under certain circumstances set forth
in Section 4.15 of the Indenture, the Company is required to apply the net
proceeds from Asset Sales to offer to repurchase the Notes at a price equal to
100% of the principal amount thereof plus accrued and unpaid interest thereon,
if any, to the date of repurchase.

         9.   DENOMINATIONS; TRANSFER; EXCHANGE. The Notes are in fully
registered form only, without coupons, in denominations of EU1,000 and integral
multiples of EU1,000. A Holder shall register the transfer or exchange of Notes
in accordance with the Indenture. The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay certain transfer taxes or similar governmental charges payable in connection
therewith as permitted by the Indenture. The Registrar need not register the
transfer or exchange of any Notes during a period beginning 15 days before the
mailing of a redemption notice for any Notes or portions thereof selected for
redemption.

         10.  PERSONS DEEMED OWNERS. The registered Holder of a Note shall be
treated as the owner of it for all purposes.

         11.  UNCLAIMED MONEY. If money for the payment of principal or interest
remains unclaimed for one year, the Trustee and the Paying Agent will pay the
money back to the Company. After that, all liability of the Trustee and such
Paying Agent with respect to such money shall cease.

         12.  DISCHARGE PRIOR TO REDEMPTION OR MATURITY. If the Company at any
time deposits with the Trustee euros or non-callable Euro Obligations sufficient
to pay the principal of, premium and interest on the Notes to redemption or
maturity and complies with the other provisions of this Indenture relating
thereto, the Company will be discharged from certain provisions of the Indenture
and the Notes (including certain covenants, but excluding its obligation to pay
the principal of, premium and interest on the Notes).

                                      A-4-7
<Page>

         13.  AMENDMENT; SUPPLEMENT; WAIVER. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the written consent
of the Holders of at least a majority in aggregate principal amount of the then
outstanding Notes (including any Additional Notes), and any existing Default or
Event of Default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in aggregate principal amount of
the then outstanding Notes (including any Additional Notes). Without consent of
any Holder, the parties thereto may amend or supplement the Indenture or the
Notes to, among other things, cure any ambiguity, defect or inconsistency,
provide for uncertificated Notes in addition to or in place of certificated
Notes, or comply with Article Five of the Indenture or make any other change
that does not adversely affect in any material respect the rights of any Holder
of a Note.

         14.  RESTRICTIVE COVENANTS. The Indenture imposes certain limitations
on the ability of the Company and its Subsidiaries to, among other things, incur
additional Indebtedness, pay dividends or make certain other restricted
payments, enter into transactions with Affiliates, create dividend or other
payment restrictions affecting Restricted Subsidiaries and merge or consolidate
with any other Person, sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its assets or adopt a plan of
liquidation. Such limitations are subject to a number of important
qualifications and exceptions. The Company must annually report to the Trustee
on compliance with such limitations.

         15.  SUCCESSORS. When a successor assumes, in accordance with this
Indenture, all the obligations of its predecessor under the Notes and the
Indenture, the predecessor will be released from those obligations.

         16.  DEFAULTS AND REMEDIES. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes (including any Additional Notes) may declare all the
Notes to be due and payable in the manner, at the time and with the effect
provided in the Indenture. Holders of Notes may not enforce the Indenture or the
Notes except as provided in the Indenture. The Trustee is not obligated to
enforce the Indenture or the Notes unless it has been offered indemnity or
security reasonably satisfactory to it. The Indenture permits, subject to
certain limitations therein provided, Holders of a majority in aggregate
principal amount of the Notes (including any Additional Notes) then outstanding
to direct the Trustee in its exercise

                                      A-4-8
<Page>

of any trust or power. The Trustee may withhold from Holders of Notes notice of
any continuing Default or Event of Default (except a Default in payment of
principal or interest) if it determines in good faith that withholding notice is
in their interest.

         17.  TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of Notes
and may otherwise deal with the Company, its Restricted and Unrestricted
Subsidiaries or their respective Affiliates as if it were not the Trustee.

         18.  NO RECOURSE AGAINST OTHERS. No past, present or future
stockholder, director, officer, employee or incorporator, as such, of the
Company shall have any liability for any obligation of the Company 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 of a Note 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.

         19.  AUTHENTICATION. This Note shall not be valid until the Trustee or
authenticating agent manually signs the certificate of authentication on this
Note.

         20.  GOVERNING LAW. This Note 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.

         21.  ABBREVIATIONS AND DEFINED TERMS. Customary abbreviations may be
used in the name of a Holder of a Note 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).

         22.  CUSIP/ISIN NUMBERS. The Company has caused CUSIP and/or ISIN
numbers to be printed on the Notes as a convenience to the Holders of the Notes.
No representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.

         23.  INDENTURE. Each Holder, by accepting a Note, agrees to be bound by
all of the terms and provisions of the

                                      A-4-9
<Page>

Indenture, as the same may be amended from time to time. Capitalized terms used
herein and not defined herein have the meanings ascribed thereto in the
Indenture.

         24.  GUARANTEES. This Note will be entitled to the benefits of certain
senior subordinated Guarantees, if any, made for the benefit of the Holders.
Reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and obligations thereunder of the
Guarantors, the Trustee and the Holders.

         The Company will furnish to any Holder of a Note upon written request
and without charge a copy of the Indenture. Requests may be made to: HUNTSMAN
INTERNATIONAL LLC, 500 Huntsman Way, Salt Lake City, Utah 84108, Attention:
Office of General Counsel.

                                     A-4-10
<Page>

                              [FORM OF ASSIGNMENT]

I or we assign to

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER

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

--------------------------------------------------------------------------------
                     (please print or type name and address)

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

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

--------------------------------------------------------------------------------
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints

--------------------------------------------------------------------------------
attorney to transfer the Note on the books of the Company with full power of
substitution in the premises.

Dated:
       -----------------------------      --------------------------------------
                                          NOTICE: The signature on this
                                          assignment must correspond with the
                                          name as it appears upon the face of
                                          the within Note in every particular
                                          without alteration or enlargement or
                                          any change whatsoever and be
                                          guaranteed by the endorser's bank or
                                          broker.

Signature Guarantee:
                     -----------------------------------------------------------

         In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of the declaration by the Commission
of the effectiveness of a registration statement under the Securities Act of
1933, as amended (the "Securities Act") covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) ____________ the undersigned confirms that it has not
utilized any general so-

                                     A-4-11
<Page>

licitation or general advertising in connection with the transfer:

                                   [CHECK ONE]

(1) / /  to the Company or a subsidiary thereof; or

(2) / /  pursuant to and in compliance with Rule 144A under the Securities Act
         of 1933, as amended; or

(3) / /  to an institutional "accredited investor" (as defined in Rule 501(a)
         (1), (2), (3) or (7) under the Securities Act of 1933, as amended)
         that has furnished to the Trustee a signed letter containing certain
         representations and agreements (the form of which letter can be
         obtained from the Trustee); or

(4) / /  outside the United States to a "foreign purchaser" in compliance with
         Rule 904 of Regulation S under the Securities Act of 1933, as amended;
         or

(5) / /  pursuant to the exemption from registration provided by Rule 144 under
         the Securities Act of 1933, as amended; or

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

(7) / /  pursuant to another available exemption from the registration
         statement requirements of the Securities Act of 1933, as amended.

and unless the box below is checked, the undersigned confirms that such Note is
not being transferred to an "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate"):

         ?    The transferee is an Affiliate of the Company.

         Unless one of the items is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the name of any
person other than the registered Holder thereof; PROVIDED, HOWEVER, that if
item (3), (4), (5) or (7) is checked, the Company or the Trustee may require,
prior to registering any such transfer of the Notes, in their sole
discretion, such written legal opinions, certifications (including an
investment letter in the case of box (3) or (4) and other information as the
Trustee or the Company have reasonably

                                     A-4-12
<Page>

requested to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of l933, as amended.

         If none of the foregoing items are checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.16 of the Indenture shall have
been satisfied.

Dated:                                    Signed:
       -----------------------------              ------------------------------
                                                  (Sign exactly as name appears
                                                  on the other side of this
                                                  Note)

Signature Guarantee:
                     -----------------------------------------------------------

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

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

Dated:
       -----------------------------      --------------------------------------
                                          NOTICE: To be executed by an executive
                                          officer

                                     A-4-13
<Page>

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.14 or Section 4.15 of the Indenture, check the appropriate
box:

Section 4.14 / /      Section 4.15 / /

         If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.14 or Section 4.15 of the Indenture, state the
amount: EU_____________

Date:                                   Your Signature:
     -------------------------------                    ------------------------
                                                        (Sign exactly as your
                                                        name appears on the
                                                        other side of this Note)

Signature Guarantee:
                     -----------------------------------------------------------
                     Participant in a recognized Signature Guarantee Medallion
                     Program (or other signature guarantor program reasonably
                     acceptable to the Trustee)

                                     A-4-14
<Page>

                                                                       EXHIBIT B

                       FORM OF LEGEND FOR GLOBAL SECURITY

         Any Global Security authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the case of
a Restricted Security) in substantially the following form:

         THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
    HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
    NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT
    EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
    DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
    THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS
    NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
    NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
    DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
    IN THE INDENTURE.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
    THE DEPOSITORY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
    EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
    OF THE DEPOSITORY OR A NOMINEE OF THE DESPOSITORY OR IN SUCH OTHER NAME AS
    IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY
    PAYMENT IS MADE TO ITS NOMINEE OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
    AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER
    USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
    AS THE REGISTERED OWNER HEREOF, A NOMINEE OF THE DESPOSITORY, HAS AN
    INTEREST HEREIN.

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

                                       B-1
<Page>

                                                                     EXHIBIT C-1

                         FORM OF TRANSFER CERTIFICATE --
                          RESTRICTED GLOBAL SECURITY TO
                          REGULATION S GLOBAL SECURITY
          (Transfers pursuant to Sections 2.16(a)(ii) of the Indenture)

The Bank of New York
101 Barclay Street
New York, N.Y.  10286
Attention:  Corporate Trust Services

    RE:   HUNTSMAN INTERNATIONAL LLC 10 1/8% SENIOR
          SUBORDINATED NOTES DUE 2009 (THE "SECURITIES")

    Reference is hereby made to the Indenture, dated as of March 13, 2001
between the Company and The Bank of New York, as trustee, (the "INDENTURE").
Terms used but not defined herein and defined in Regulation S under the U.S.
Securities Act of 1933 (the "SECURITIES ACT") or in the Indenture shall have the
meanings given to them in Regulation S or the Indenture, as the case may be.

    This certificate relates to U.S.$______ principal amount of Securities,
which are evidenced by the following certificate(s) (the "SPECIFIED
SECURITIES"):

    [CUSIP][CINS][ISIN] No(s).
________________________________

    CERTIFICATE No(s). _________________________

The person in whose name this certificate is executed below (the "UNDERSIGNED")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "OWNER".
If the Specified Securities are represented by a Global Security, they are held
through the appropriate Depositary or an Agent Member in the name of the
Undersigned, as or on behalf of the Owner.

    The Owner has requested that the Specified Securities be transferred to a
person (the "TRANSFEREE") who will take delivery in the form of an interest in
the Regulation S Global Security. In connection with such transfer, the Owner
hereby certifies

                                      C-1-1
<Page>

that such transfer is being effected in accordance with Rule 904 under the
Securities Act and with all applicable securities laws of the states of the
United States and other jurisdictions. Accordingly, the Owner hereby further
certifies as follows:

    1.   the Owner is not a distributor of the Specified Securities, an
Affiliate of the Company or any such distributor or a person acting on behalf of
any of the foregoing;

    2.   the offer of the Specified Securities was not made to a person in the
United States;

    3    either:

         (a)  at the time the buy order was originated, the Transferee was
outside the United States or the Owner and any person acting on its behalf
reasonably believed that the Transferee was outside the United States; or

         (b)  the transaction is being executed in, on or through the facilities
of the Eurobond market, as regulated by the Association of International Bond
Dealers, or another designated offshore securities market and neither the Owner
nor any person acting on its behalf knows that the transactions have been
prearranged with a buyer in the United States;

    4.   no directed selling efforts have been made in the United States by or
on behalf of the Owner or any Affiliate thereof;

    5.   if the Owner is a dealer in securities or has received a selling
concession, fee or other remuneration in respect of the Specified Securities,
and the transfer is to occur during the Restricted Period, then the requirements
of Rule 904(c)(1) have been satisfied;

    6.   the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act; and

    7.   upon completion of the transaction, the beneficial interest being
transferred will be held through an Agent Member acting for and on behalf of
Euroclear or Clearstream.

                                      C-1-2
<Page>

    This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers under the
Purchase Agreement.

Dated:
                                    -------------------------------------------
                                    (Print the name of the Undersigned, as such
                                    term is defined in the second paragraph of
                                    this certificate.)

                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:

                                    (If the Undersigned is a corporation,
                                    partnership or fiduciary, the title of the
                                    person signing on behalf of the Undersigned
                                    must be stated.)

                                     C-1-3
<Page>

                                                                     EXHIBIT C-2

                         FORM OF TRANSFER CERTIFICATE--
                   RESTRICTED GLOBAL SECURITY TO UNRESTRICTED
                                 GLOBAL SECURITY
 (Transfers Pursuant to Sections 2.16(a)(iii) and 2.16(b)(ii) of the Indenture)

The Bank of New York
101 Barclay Street
New York, N.Y.  10286
Attention:  Corporate Trust Services

    RE:   HUNTSMAN INTERNATIONAL LLC 10 1/8% SENIOR
          SUBORDINATED NOTES DUE 2009 (THE "SECURITIES")

    Reference is hereby made to the Indenture, dated as of March 13, 2001
between the Company and The Bank of New York, as trustee, ( the "INDENTURE").
Terms used but not defined herein and defined in Regulation S under the U.S.
Securities Act of 1933 (the "SECURITIES ACT") or in the Indenture shall have the
meanings given to them in Regulation S or the Indenture, as the case may be.

    This certificate relates to [U.S.$][EU]_____ principal amount of Securities,
which are evidenced by the following certificate(s) (the "SPECIFIED
SECURITIES"):

     [CUSIP][CINS][ISIN] No(s). _________________________

     CERTIFICATE No(s). __________________

The person in whose name this certificate is executed below (the "UNDERSIGNED")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "OWNER".
If the Specified Securities are represented by a Global Security, they are held
through the appropriate Depositary or an Agent Member in the name of the
Undersigned, as or on behalf of the Owner.

     The Owner has requested that the Specified Securities be transferred to a
person (the "TRANSFEREE") who will take delivery in the form of an interest in
the Unrestricted Global Security. In connection with such transfer, the Owner
hereby certifies

                                     C-2-1
<Page>

that such transfer is being effected in accordance with Rule 904 or Rule 144
under the Securities Act and with all applicable securities laws of the states
of the United States and other jurisdictions. Accordingly, the Owner hereby
further certifies as follows:

          (1) RULE 904 TRANSFERS. If the transfer is being effected in
     accordance with Rule 904:

               (A)  the Owner is not a distributor of the Specified Securities,
          an Affiliate of the Company or any such distributor or a person acting
          on behalf of any of the foregoing;

               (B)  the offer of the Specified Securities was not made to a
          person in the United States;

               (C)  either:

               (i)       at the time the buy order was originated, the
               Transferee was outside the United States or the Owner and any
               person acting on its behalf reasonably believed that the
               Transferee was outside the United States; or

               (ii)      the transaction is being executed in, on or through the
               facilities of the Eurobond market, as regulated by the
               Association of International Bond Dealers, or another designated
               offshore securities market and neither the Owner nor any person
               acting on its behalf knows that the transactions has been
               prearranged with a buyer in the United States;

               (D)  no directed selling efforts have been made in the United
          States by or on behalf of the Owner or any Affiliate thereof;

               (E)  if the Owner is a dealer in securities or has received a
          selling concession, fee or other remuneration in respect of the
          Specified Securities, and the transfer is to occur during the
          Restricted Period, then the requirements of Rule 904(c)(1) have been
          satisfied; and

               (F)  the transaction is not part of a plan or scheme to evade the
          registration requirements of the Securities Act.

                                     C-2-2
<Page>

          (2) RULE 144 TRANSFERS. If the transfer is being effected pursuant to
     Rule 144:

               (A)  the transfer is occurring after [date one year after the
          latest date of issuance of any of the Specified Securities] and is
          being effected in accordance with the applicable amount, manner of
          sale and notice requirements of Rule 144; or

               (B)  the transfer is occurring after [date two years after the
          latest date of issuance of any of the Specified Securities] and the
          Owner is not, and during the preceding three months has not been, an
          Affiliate of the Company.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers under the
Purchase Agreement.

Dated:
                                    --------------------------------------------
                                    (Print the name of the Undersigned, as such
                                    term is defined in the second paragraph of
                                    this certificate.)

                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:

          (If the Undersigned is a corporation, partnership or fiduciary, the
     title of the person signing on behalf of the Undersigned must be stated.)

                                     C-2-3
<Page>

                                                                     EXHIBIT C-3

                         FORM OF TRANSFER CERTIFICATE--
                         REGULATION S GLOBAL SECURITY TO
                           RESTRICTED GLOBAL SECURITY
      (Transfers to QIBs Pursuant to Sections 2.16(a)(iv) of the Indenture)

The Bank of New York
101 Barclay Street
New York, N.Y.  10286

Attention:  Corporate Trust Services

    RE:   HUNTSMAN INTERNATIONAL LLC [     ] SENIOR
          SUBORDINATED NOTES DUE 2009 (THE "SECURITIES")

    Reference is hereby made to the Indenture, dated as of March 13, 2001
between the Company and The Bank of New York, as trustee, (the "Indenture").
Terms used but not defined herein and defined in Regulation S under the U.S.
Securities Act of 1933 (the "SECURITIES ACT") or in the Indenture shall have the
meanings given to them in Regulation S or the Indenture, as the case may be.

    This certificate relates to U.S.$______ principal amount of Securities,
which are evidenced by the following certificate(s) (the "SPECIFIED
SECURITIES"):

    [CUSIP][CINS][ISIN] No(s). _________________________

    CERTIFICATE No(s). __________________

The person in whose name this certificate is executed below (the "UNDERSIGNED")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "OWNER".
If the Specified Securities are represented by a Global Security, they are held
through the appropriate Depositary or an Agent Member in the name of the
Undersigned, as or on behalf of the Owner.

    The Owner has requested that the Specified Securities be transferred to a
person (the "TRANSFEREE") who will take delivery in the form of an interest in
the Restricted Global Security.

                                     C-3-1
<Page>

In connection with such transfer, the Owner hereby certifies that such transfer
is being effected in accordance with Rule 144A under the Securities Act and with
all applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:

         (1) the Specified Securities are being transferred to a person that the
    Owner and any person acting on its behalf reasonably believe is a "qualified
    institutional buyer" within the meaning of Rule 144A, acquiring for its own
    account or for the account of a qualified institutional buyer; and

         (2) the Owner and any person acting on its behalf have taken reasonable
    steps to ensure that the Transferee is aware that the Owner may be relying
    on Rule 144A in connection with the transfer.

    This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers under the
Purchase Agreement.

Dated:
                                    --------------------------------------------
                                    (Print the name of the Undersigned, as such
                                    term is defined in the second paragraph of
                                    this certificate.)

                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:

         (If the Undersigned is a corporation, partnership or fiduciary, the
    title of the person signing on behalf of the Undersigned must be stated.)

                                     C-3-2
<Page>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE TO BE
                          DELIVERED IN CONNECTION WITH
                 TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS
            (Transfers Pursuant to Section 2.17(a) of the Indenture)

The Bank of New York
101 Barclay Street
New York, N.Y.  10286
Attention:  Corporate Trust Services

    RE:   HUNTSMAN INTERNATIONAL LLC 10 1/8% SENIOR
          SUBORDINATED NOTES DUE 2009

Ladies and Gentlemen:

          Reference is hereby made to the Indenture, dated as of [ ], 2001
between the Company and The Bank of New York, as trustee (the "INDENTURE").
Terms used but not defined herein have the meanings given to them in the
Indenture.

          This certificate relates to [U.S. $] [EU]____ principal amount of
Securities, which are evidenced by the following certificate(s) (the
"SECURITIES"):

          1.   We understand that the Securities have not been registered under
the Securities Act of 1933, as amended (the "Securities Act"), and may not be
sold except as permitted in the following sentence. We understand and agree, on
our own behalf and on behalf of any accounts for which we are acting as
hereinafter stated, (x) that such Securities are being offered only in a
transaction not involving any public offering within two years after the date of
the original issuance of the Securities or if within three months after we cease
to be an affiliate (within the meaning of Rule 144 under the Securities Act) of
the Company, such Securities may be resold, pledged or transferred only (i) to
the Company, (ii) so long as the Securities are eligible for resale pursuant to
Rule 144A under the Securities Act ("Rule 144A"), to a person whom we reasonably
believe is a "qualified institution buyer" (as defined in Rule 144A) ("QIB")
that purchases for its own account or for the account of a QIB to whom notice is
given that the resale, pledge or transfer is being made in reliance on Rule 144A
(as indicated by the box checked by the transferor on the Certificate of
Transfer on the reverse of the certificate for the Securities), (iii) in an
offshore transaction in accordance with Regulation S under the Securities Act
(as indicated by the box checked by the transferor on the Certificate of
Transfer on the

                                       D-1
<Page>

reverse of the Note if the Note is not in book-entry form), and, if such
transfer is being effected by certain transferors prior to the expiration of the
"40-day distribution compliance period" (within the meaning of Rule 903(b)(2) of
Regulation S under the Securities Act), a certificate that may be obtained from
the Trustee is delivered by the transferee, (iv) to an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act (as indicated by the box checked by the transferor on the
Certificate of Transfer on the reverse of the certificate for the Securities)
which has certified to the Company and the Trustee for the Securities that it is
such an accredited investor and is acquiring the Securities for investment
purposes and not for distribution (provided that no Securities purchased from a
foreign purchaser or from any person other than a QIB or an institutional
accredited investor pursuant to this clause (iii) shall be permitted to transfer
any Securities so purchased to an institutional accredited investor pursuant to
this clause (iv) prior to the expiration of the "applicable restricted period"
(within the meaning of Regulation S under the Securities Act), (v) pursuant to
an exemption from registration under the Securities Act provided by Rule 144 (if
applicable) under the Securities Act, or (vi) pursuant to an effective
registration statement under the Securities Act, in each case in accordance with
any applicable securities laws of any state of the United States, and we will
notify any purchaser of the Securities from us of the above resale restriction,
if then applicable. We further understand that in connection with any transfer
of the Securities by us that the Company and the Trustee for the Securities may
request, and if so requested we will furnish, such certificates, legal opinions
and other information as they may reasonably require to confirm that any such
transfer complies with the foregoing restrictions.

          2.   We are able to fend for ourselves in the transactions
contemplated by this Offering Circular, we have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Securities, and we and any accounts for which we
are acting are each able to bear the economic risk of our or its investment and
can afford the complete loss of such investment.

          3.   We understand that the Company and others will rely upon the
truth and accuracy of the foregoing acknowledgments, representations and
agreements and we agree that if any of the acknowledgments, representations and
warranties deemed to have been made by us by our purchase of Securities, for our
own account or of one or more accounts as to each of which we

                                       D-2
<Page>

exercise sole investment discretion, are no longer accurate, we shall promptly
notify the Company.

          4.   We are acquiring the Securities purchased by us for investment
purposes and not for distribution of our own account or for one or more accounts
as to each of which we exercise sole investment discretion and we are or such
account is an institutional "accredited investor" (as defined in rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act).

          5.   You are entitled to rely upon this letter and you are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

                                          Very truly yours,

                                          ---------------------------------
                                          (Name of Purchaser)

                                          By:
                                              ----------------------------------

Date:

                                       D-3
<Page>

                                                                       EXHIBIT E

                                    GUARANTEE

          For value received, the undersigned hereby unconditionally guarantees,
as principal obligor and not only as a surety, to the Holder of this Note the
cash payments in United States dollars of principal of, premium, if any, and
interest on this Note in the amounts and at the times when due and interest on
the overdue principal, premium, if any, and interest, if any, of this Note, if
lawful, and the payment or performance of all other obligations of the Company
under the Indenture (as defined below) or the Notes, to the Holder of this Note
and the Trustee, all in accordance with and subject to the terms and limitations
of this Note, Article Eleven of the Indenture and this Guarantee. This Guarantee
will become effective in accordance with Article Eleven of the Indenture and its
terms shall be evidenced therein. The validity and enforceability of any
Guarantee shall not be affected by the fact that it is not affixed to any
particular Note.

          Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Indenture dated as of March 13, 2001, among HUNTSMAN
INTERNATIONAL LLC as issuer (the "Company"), each of the Guarantors named
therein and The Bank of New York, as trustee (the "Trustee"), as amended or
supplemented (the "Indenture").

          The obligations of the undersigned to the Holders of Notes and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article Eleven of the Indenture and reference is hereby made to the Indenture
for the precise terms of the Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.

          THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDNACE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAWS. The undersigned Guarantor hereby agrees to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to this Guarantee.

          This Guarantee is subject to release upon the terms set forth in the
Indenture.

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<Page>

          IN WITNESS WHEREOF, each Guarantor has caused its Guarantee to be duly
executed.

Date:
      -----------------

                                          as Guarantor

                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

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<Page>

                                                                       EXHIBIT F

                        [FORM OF INCUMBENCY CERTIFICATE]

          The undersigned, _________________, being the _______________ of
______________ (the "Company") does hereby certify that the individuals listed
below are qualified and acting officers of the Company as set forth in the right
column opposite their respective names and the signatures appearing in the
extreme right column opposite the name of each such officer is a true specimen
of the genuine signature of such officer and such individuals have the authority
to execute documents to be delivered to, or upon the request of, The Bank of New
York, as Trustee under the Indenture dated as of ___________, 20__, by and
between the Company and The Bank of New York.

NAME                        TITLE                       SIGNATURE

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

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

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

          IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate as of the ___ day of __________, 20___.

                                          --------------------------------------
                                          Name:
                                          Title:

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