<PAGE>
                                                               Exhibit 4.1




                                                               EXECUTION COPY

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                                 ISP CHEMCO INC.
                               ISP CHEMICALS INC.
                                ISP MINERALS INC.
                              ISP TECHNOLOGIES INC.

                              SERIES A AND SERIES B
                   10 1/4% SENIOR SUBORDINATED NOTES DUE 2011

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

                                    INDENTURE

                            Dated as of June 27, 2001

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


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

                            Wilmington Trust Company

                                     Trustee

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




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

<PAGE>
                                                        CROSS-REFERENCE TABLE*

Trust Indenture
Act Section                                                  Indenture Section
-----------                                                  -----------------

310(a)(1)..................................................        7.10
     (a)(2)................................................        7.10
     (a)(3)................................................        N.A.
     (a)(4)................................................        N.A.
     (a)(5)................................................        7.10
     (b)...................................................        7.10
     (c)...................................................        N.A.
311(a).....................................................        7.11
     (b)...................................................        7.11
     (c)...................................................        N.A.
312(a).....................................................        2.05
     (b)...................................................        13.03
     (c)...................................................        13.03
313(a).....................................................        7.06
     (b)(2)................................................        7.07
     (c)...................................................     7.06;13.02
     (d)...................................................        7.06
314(a).....................................................     4.03;13.02
     (c)(1)................................................        13.04
     (c)(2)................................................        13.04
     (c)(3)................................................        N.A.
     (e)...................................................        13.05
     (f)...................................................        N.A.
315(a).....................................................        7.01
     (b)...................................................     7.05,13.02
     (c)...................................................        7.01
     (d)...................................................        7.01
     (e)...................................................        6.11
316(a) (last sentence).....................................        2.09
     (a)(1)(A).............................................        6.05
     (a)(1)(B).............................................        6.04
     (a)(2)................................................        N.A.
     (b)...................................................        6.07
     (c)...................................................        2.12
317(a)(1)..................................................        6.08
     (a)(2)................................................        6.09
     (b)...................................................        2.04
318(a).....................................................        13.01
     (b)...................................................        N.A.
     (c)...................................................        13.01

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

<PAGE>
                            TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                   Page
                                                                                                                   ----
                               ARTICLE 1.
                      DEFINITIONS AND INCORPORATION
                              BY REFERENCE
<S>               <C>                                                                                               <C>
Section 1.01.     Definitions.........................................................................................1
Section 1.02.     Other Definitions..................................................................................15
Section 1.03.     Incorporation by Reference of Trust Indenture Act..................................................16
Section 1.04.     Rules of Construction..............................................................................17

                               ARTICLE 2.
                                THE NOTES

Section 2.01.     Form and Dating....................................................................................17
Section 2.02.     Execution and Authentication.......................................................................18
Section 2.03.     Registrar and Paying Agent.........................................................................18
Section 2.04.     Paying Agent to Hold Money in Trust................................................................19
Section 2.05.     Holder Lists.......................................................................................19
Section 2.06.     Transfer and Exchange..............................................................................19
Section 2.07.     Replacement Notes..................................................................................31
Section 2.08.     Outstanding Notes..................................................................................31
Section 2.09.     Treasury Notes.....................................................................................31
Section 2.10.     Temporary Notes....................................................................................32
Section 2.11.     Cancellation.......................................................................................32
Section 2.12.     Defaulted Interest.................................................................................32
Section 2.13.     CUSIP Numbers......................................................................................32
Section 2.14.     Record Date........................................................................................32

                               ARTICLE 3.
                        REDEMPTION AND PREPAYMENT

Section 3.01.     Notices to Trustee.................................................................................33
Section 3.02.     Selection of Notes to Be Redeemed..................................................................33
Section 3.03.     Notice of Redemption...............................................................................33
Section 3.04.     Effect of Notice of Redemption.....................................................................34
Section 3.05.     Deposit of Redemption Price........................................................................34
Section 3.06.     Notes Redeemed in Part.............................................................................34
Section 3.07.     Optional Redemption................................................................................34
Section 3.08.     Mandatory Redemption...............................................................................35
Section 3.09.     Offer to Purchase by Application of Excess Proceeds................................................35

                               ARTICLE 4.
                               COVENANTS

Section 4.01.     Payment of Notes...................................................................................37
Section 4.02.     Maintenance of Office or Agency....................................................................37
Section 4.03.     Reports............................................................................................37
Section 4.04.     Compliance Certificate.............................................................................38
Section 4.05.     Taxes..............................................................................................39
Section 4.06.     Stay, Extension and Usury Laws.....................................................................39
Section 4.07.     Restricted Payments................................................................................39
</TABLE>

                                       i
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<TABLE>
<S>               <C>
Section 4.08.     Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries..........................41
Section 4.09.     Incurrence of Indebtedness and Issuance of Preferred Stock.........................................42
Section 4.10.     Asset Sales........................................................................................44
Section 4.11.     Transactions with Affiliates.......................................................................45
Section 4.12.     Liens..............................................................................................46
Section 4.13.     Business Activities................................................................................46
Section 4.14.     Corporate Existence................................................................................46
Section 4.15.     Offer to Repurchase Upon Change of Control.........................................................46
Section 4.16.     No Senior Subordinated Debt........................................................................48
Section 4.17.     Additional Note Guarantees.........................................................................48
Section 4.18.     Payments for Consent...............................................................................48
Section 4.19.     Designation of Restricted and Unrestricted Subsidiaries............................................48
Section 4.20.     Changes in Covenants When Notes Rated Investment Grade.............................................48
Section 4.21.     Escrow Account.....................................................................................49

                               ARTICLE 5.
                               SUCCESSORS

Section 5.01.     Merger, Consolidation, or Sale of Assets...........................................................49
Section 5.02.     Successor Corporation Substituted..................................................................49

                               ARTICLE 6.
                          DEFAULTS AND REMEDIES

Section 6.01.     Events of Default..................................................................................50
Section 6.02.     Acceleration.......................................................................................51
Section 6.03.     Other Remedies.....................................................................................52
Section 6.04.     Waiver of Past Defaults............................................................................52
Section 6.05.     Control by Majority................................................................................53
Section 6.06.     Limitation on Suits................................................................................53
Section 6.07.     Rights of Holders of Notes to Receive Payment......................................................53
Section 6.08.     Collection Suit by Trustee.........................................................................53
Section 6.09.     Trustee May File Proofs of Claim...................................................................53
Section 6.10.     Priorities.........................................................................................54
Section 6.11.     Undertaking for Costs..............................................................................54

                               ARTICLE 7.
                                 TRUSTEE

Section 7.01.     Duties of Trustee..................................................................................55
Section 7.02.     Rights of Trustee..................................................................................56
Section 7.03.     Individual Rights of Trustee.......................................................................56
Section 7.04.     Trustee's Disclaimer...............................................................................56
Section 7.05.     Notice of Defaults.................................................................................56
Section 7.06.     Reports by Trustee to Holders of the Notes.........................................................57
Section 7.07.     Compensation and Indemnity.........................................................................57
Section 7.08.     Replacement of Trustee.............................................................................58
Section 7.09.     Successor Trustee by Merger, etc...................................................................59
Section 7.10.     Eligibility; Disqualification......................................................................59
Section 7.11.     Preferential Collection of Claims Against Issuers..................................................59

                               ARTICLE 8.
                LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.     Option to Effect Legal Defeasance or Covenant Defeasance...........................................59

</TABLE>
                                       ii
<PAGE>
<TABLE>
<S>               <C>
Section 8.02.     Legal Defeasance and Discharge.....................................................................59
Section 8.03.     Covenant Defeasance................................................................................60
Section 8.04.     Conditions to Legal or Covenant Defeasance.........................................................60
Section 8.05.     Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions......61
Section 8.06.     Repayment to Issuers...............................................................................62
Section 8.07.     Reinstatement......................................................................................62

                               ARTICLE 9.
                    AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.     Without Consent of Holders of Notes................................................................62
Section 9.02.     With Consent of Holders of Notes...................................................................63
Section 9.03.     Compliance with Trust Indenture Act................................................................64
Section 9.04.     Revocation and Effect of Consents..................................................................64
Section 9.05.     Notation on or Exchange of Notes...................................................................65
Section 9.06.     Trustee to Sign Amendments, etc....................................................................65

                               ARTICLE 10.
                              SUBORDINATION

Section 10.01.        Agreement to Subordinate.......................................................................65
Section 10.02.        Certain Definitions............................................................................65
Section 10.03.        Liquidation; Dissolution; Bankruptcy...........................................................66
Section 10.04.        Default on Designated Senior Debt..............................................................66
Section 10.05.        Acceleration of Notes..........................................................................67
Section 10.06.        When Distribution Must Be Paid Over............................................................67
Section 10.07.        Notice by Issuers..............................................................................68
Section 10.08.        Subrogation....................................................................................68
Section 10.09.        Relative Rights................................................................................68
Section 10.10.        Subordination May Not Be Impaired by Issuers...................................................68
Section 10.11.        Distribution or Notice to Representative.......................................................68
Section 10.12.        Rights of Trustee and Paying Agent.............................................................69
Section 10.13.        Authorization to Effect Subordination..........................................................69
Section 10.14.        Amendments.....................................................................................69

                               ARTICLE 11.
                             NOTE GUARANTEES

Section 11.01.        Guarantee......................................................................................69
Section 11.02.        Subordination of Note Guarantee................................................................70
Section 11.03.        Limitation on Guarantor Liability..............................................................70
Section 11.04.        Execution and Delivery of Note Guarantee.......................................................71
Section 11.05.        Guarantors May Consolidate, etc., on Certain Terms.............................................71
Section 11.06.        Releases Following Sale of Assets..............................................................72

                               ARTICLE 12.
                       satisfaction and discharge

Section 12.01.        Satisfaction and Discharge.....................................................................72
Section 12.02.        Application of Trust Money.....................................................................73

                               ARTICLE 13.
                              MISCELLANEOUS

Section 13.01.        Trust Indenture Act Controls...................................................................73


</Table>

                                      iii
<PAGE>

<Table>
<S>                   <C>
Section 13.02.        Notices........................................................................................73
Section 13.03.        Communication by Holders of Notes with Other Holders of Notes..................................75
Section 13.04.        Certificate and Opinion as to Conditions Precedent.............................................75
Section 13.05.        Statements Required in Certificate or Opinion..................................................75
Section 13.06.        Rules by Trustee and Agents....................................................................75
Section 13.07.        No Personal Liability of Directors, Officers, Employees and Stockholders.......................75
Section 13.08.        Governing Law..................................................................................76
Section 13.09.        No Adverse Interpretation of Other Agreements..................................................76
Section 13.10.        Successors.....................................................................................76
Section 13.11.        Severability...................................................................................76
Section 13.12.        Counterpart Originals..........................................................................76
Section 13.13.        Table of Contents, Headings, etc...............................................................76

</TABLE>

                                    EXHIBITS

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









                                       iv
<PAGE>
           INDENTURE dated as of June 27, 2001 among ISP CHEMCO INC., a Delaware
corporation, ISP CHEMICALS INC., a Delaware corporation, ISP MINERALS INC., a
Delaware corporation, ISP TECHNOLOGIES INC., a Delaware corporation (each, an
"Issuer" and, collectively, the "Issuers"), the Guarantors listed on Schedule I
attached hereto and WILMINGTON TRUST COMPANY, as trustee (the "Trustee").

           The Issuers, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 10 1/4% Series A Senior Subordinated Notes due 2011 (the "Series A Notes")
and the 10 1/4% Series B Senior Subordinated Notes due 2011 (the "Series B
Notes"):

                                   ARTICLE 1.
                         DEFINITIONS AND INCORPORATION
                                 BY REFERENCE

Section 1.01.        Definitions.

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

           "2002 Notes" means the 9 3/4% Senior Notes due 2002 of ISP.

           "Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, whether or
not such Indebtedness is incurred in connection with, or in contemplation of,
such other Person merging with or into, or becoming a Subsidiary of, such
specified Person; and (ii) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person.

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

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

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

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

           "Asset Sale" means (i) the sale, lease, conveyance or other
disposition of any assets or rights, other than sales of inventory in the
ordinary course of business consistent with past practices; provided that the
sale, conveyance or other disposition of all or substantially all of the assets
of the Issuers and their Restricted Subsidiaries taken as a whole will be
governed by the provisions of Sections 4.15 and 5.01 and not by the provisions

<PAGE>
of Section 4.10 hereof; and (ii) the issuance of Equity Interests in any
Issuers' Subsidiaries or the sale of Equity Interests in any of its
Subsidiaries.

           Notwithstanding the preceding, the following items will not be deemed
to be Asset Sales: (1) a transfer of assets between or among the Issuers and
their Restricted Subsidiaries; (2) an issuance of Equity Interests by a
Subsidiary to any Issuer or to a Restricted Subsidiary of any Issuer; (3) the
sale of inventory in the ordinary course of business on ordinary business terms;
(4) the sale or other disposition of cash or Cash Equivalents; (5) the sale or
other disposition of obsolete equipment; (6) the sale of accounts receivable
pursuant to a Qualified Securitization Program; (7) the sale or other
disposition for consideration not to exceed $20.0 million of real property
currently owned by the Issuers located in Belleville, New Jersey and Linden, New
Jersey; (8) the sale or other disposition for consideration not to exceed $25.0
million of the capital stock or assets of a Foreign Subsidiary of ISP Chemco
acquired from a fine chemicals research and development company; and (9) a
Restricted Payment or Permitted Investment that is permitted by Section 4.07
hereof.

           "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental payments during the remaining term of the lease included
in such sale and leaseback transaction including any period for which such lease
has been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

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

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

           "BMCA" means Building Materials Corporation of America and any and
all successors thereto.

           "Board of Directors" means, (i) with respect to a corporation, the
board of directors of the corporation; (ii) with respect to a partnership, the
Board of Directors of the general partner of the partnership; and (iii) with
respect to any other Person, the board or committee of such Person serving a
similar function.

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

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

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

           "Capital Stock" means (i) in the case of a corporation, corporate
stock; (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however


                                       2
<PAGE>
designated) of corporate stock; (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited); and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

           "Cash Equivalents" means (i) United States dollars; (ii) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality of the United States government
(provided that the full faith and credit of the United States is pledged in
support of those securities) having maturities of not more than six months from
the date of acquisition; (iii) certificates of deposit and eurodollar time
deposits with maturities of six months or less from the date of acquisition,
bankers' acceptances with maturities not exceeding six months and overnight bank
deposits, in each case, with any domestic commercial bank having capital and
surplus in excess of $500.0 million and a Thomson Bank Watch Rating of "B" or
better; (iv) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (ii) and (iii) above
entered into with any financial institution meeting the qualifications specified
in clause (iii) above; (v) commercial paper rated as least P-1 by Moody's
Investors Services, Inc. or at least A-1 by Standard & Poor's Ratings Services
and in each case maturing within six months after the date of acquisition; and
(vi) money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (i) through (v) of this
definition..

           "Change of Control" means the occurrence of any of the following: (i)
the direct or indirect sale, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the properties or assets of ISP
Chemco and its Restricted Subsidiaries taken as a whole to any "person" (as that
term is used in Section 13 (d)(3) of the Exchange Act) other than Samuel J.
Heyman or any Related Party; (ii) the adoption of a plan relating to the
liquidation or dissolution of ISP Chemco; (iii) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that any "person" (as defined above), other than Samuel J.
Heyman and his Related Parties, becomes the Beneficial Owner of more of the
Voting Stock of ISP Chemco, measured by voting power rather than number of
shares, than Mr. Heyman and his Related Parties; (iv) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that Mr. Heyman and his Related Parties are the Beneficial
Owners of less than 25% of the Voting Stock of ISP Chemco, measured by voting
power rather than number of shares, and any "person" (as defined above), other
than Mr. Heyman and his Related Parties, Beneficially Owns more than one-half of
the Voting Stock of ISP Chemco, measured by voting power rather than number of
shares, owned by Mr. Heyman and his Related Parties; (v) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that Mr. Heyman and his Related Parties are the Beneficial
Owners of less than 10% of the Voting Stock of ISP Chemco, measured by voting
power rather than number of shares; (vi) the first day on which a majority of
the members of the Board of Directors of ISP Chemco are not Continuing
Directors; or (vii) the first day on which ISP Chemco ceases to own 100% of the
outstanding Equity Interests of the other Issuers (except in the case of the
merger or consolidation of an Issuer with or into another Issuer).

           "Clearstream" means Clearstream Banking, S.A.

           "Closing Date" means June 27, 2001.

           "Consolidated Cash Flow" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus
(i) provision for taxes based on income or profits of such Person and its
Restricted Subsidiaries for such period, to the extent that such provision for
taxes was deducted in computing such Consolidated Net Income; plus (ii)
consolidated interest expense of such Person and its Restricted Subsidiaries for


                                       3
<PAGE>
such period, whether paid or accrued and whether or not capitalized (including,
without limitation, amortization of debt issuance costs and original issue
discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with
Capital Lease Obligations, imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers' acceptance financings, and net of the effect of all
payments made or received pursuant to Hedging Obligations), to the extent that
any such expense was deducted in computing such Consolidated Net Income; plus
(iii) depreciation, amortization (including amortization of goodwill and other
intangibles but excluding amortization of prepaid cash expenses that were paid
in a prior period) and other non-cash items (excluding any such non-cash item to
the extent that it represents an accrual of or reserve for cash expenses in any
future period or amortization of a prepaid cash expense that was paid in a prior
period) of such Person and its Subsidiaries for such period to the extent that
such depreciation, amortization and other non-cash items were deducted in
computing such Consolidated Net Income; plus (iv) provision for restructuring,
staff reductions and impairment loss for the year ended December 31, 2000 of
such Person and its Subsidiaries for such period to the extent that such
provision was deducted in computing such Consolidated Net Income; minus (v)
non-cash items increasing such Consolidated Net Income for such period, other
than the accrual of revenue in the ordinary course of business, in each case, on
a consolidated basis and determined in accordance with GAAP.

           Notwithstanding the preceding, the provision for taxes based on the
income or profits of, and the depreciation and amortization and other non-cash
expenses of, a Restricted Subsidiary of the Issuers will be added to
Consolidated Net Income to compute Consolidated Cash Flow of the Issuers only to
the extent that a corresponding amount would be permitted at the date of
determination to be divided to the Issuers by such Restricted Subsidiary without
prior governmental approval (that has not been obtained), and without direct or
indirect restriction pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Restricted Subsidiary or its stockholders.

           "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that (i) the Net Income (but not loss) of any
Person that is not a Restricted Subsidiary or that is accounted for by the
equity method of accounting will be included only to the extent of the amount of
dividends or distributions paid in cash to the specified Person or a Wholly
Owned Restricted Subsidiary of the Person; (ii) the Net Income of any Restricted
Subsidiary will be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that Net
Income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Restricted Subsidiary or its stockholders; (iii) the Net Income of any Person
acquired in a pooling of interests transaction for any period prior to the date
of such acquisition will be excluded; and (iv) the cumulative effect of a change
in accounting principles will be excluded.

           "Consolidated Net Worth" means, with respect to any specified Person
as of any date, the sum of (i) the consolidated equity of the common
stockholders of such Person and its consolidated Subsidiaries as of such date;
plus (ii) the respective amounts reported on such Person's balance sheet as of
such date with respect to any series of preferred stock (other than Disqualified
Stock) that by its terms is not entitled to the payment of dividends unless such
dividends may be declared and paid only out of net earnings in respect of the
year of such declaration and payment, but only to the extent of any cash
received by such Person upon issuance of such preferred stock.


                                       4
<PAGE>
           "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of ISP Chemco who (i) was a member of such
Board of Directors on the Closing Date; or (ii) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board at the time of such
nomination or election.

           "Corporate Trust Office of the Trustee" shall be at the address of
the Trustee specified in Section 13.02 hereof or such other address as to which
the Trustee may give notice to the Issuers.

           "Credit Agreement" means that certain Credit Agreement, dated as of
the Closing Date, by and among the Issuers, the Guarantors and The Chase
Manhattan Bank, as administrative agent, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, modified, renewed, refunded,
replaced or refinanced from time to time.

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

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

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

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

           "Disqualified Stock" means any Capital Stock that, by its terms (or
by the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Issuers to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale will not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Issuers may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.07.

           "Domestic Subsidiary" means any Restricted Subsidiary of ISP Chemco
other than the other Issuers and Foreign Subsidiaries.

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

           "Equity Offerings" means (i) issuances and sales of Equity Interests
(other than Disqualified Stock) of any Issuer and (ii) contributions of equity
to any Issuer.

                                       5
<PAGE>
           "Escrow Account" means an escrow account into which the Issuers shall
be required to deposit the proceeds of the Initial Notes pursuant to the Escrow
Agreement.

           "Escrow Agreement" means the Pledge and Escrow Agreement dated as of
the date of this Indenture, by and among the Issuers, the Guarantors and
Wilmington Trust Company, as escrow agent, as such agreement may be amended,
modified or supplemented from time to time.

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

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

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

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

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

           "Existing Indebtedness" means Indebtedness of the Issuers and their
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the Closing Date, until such amounts are repaid.

           "Fixed Charges" means, with respect to any specified Person for any
period, the sum, without duplication, of (i) the consolidated interest expense
of such Person and its Restricted Subsidiaries for such period, whether paid or
accrued, including, without limitation, to the extent included in consolidated
interest expense in accordance with GAAP, amortization of debt issuance costs
and original issue discount, non-cash interest payments, the interest component
of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to
Attributable Debt, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers' acceptance financings, and net of the
effect of all payments made or received pursuant to Hedging Obligations; plus
(ii) the consolidated interest of such Person and its Restricted Subsidiaries
that was capitalized during such period; plus (iii) any interest expense on
Indebtedness of another Person that is Guaranteed by such Person or one of its
Restricted Subsidiaries or secured by a Lien on assets of such Person or one of
its Restricted Subsidiaries, whether or not such Guarantee or Lien is called
upon; plus (iv) the product of (a) all dividends, whether paid or accrued and
whether or not in cash, on any series of preferred stock of such Person or any
of its Restricted Subsidiaries, other than dividends on Equity Interests payable
solely in Equity Interests of any Issuer (other than Disqualified Stock) or to
any Issuer or a Restricted Subsidiary of any Issuer, times (b) a fraction, the
numerator of which is one and the denominator of which is one minus the then
current combined federal, state and local statutory tax rate of such Person,
expressed as a decimal, in each case, on a consolidated basis and in accordance
with GAAP.

           "Fixed Charge Coverage Ratio" means with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
and its Restricted Subsidiaries for such period to the Fixed Charges of such
Person for such period. In the event that the specified Person or any of its
Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or
redeems any Indebtedness (other than ordinary working capital borrowings) or
issues, repurchases or redeems preferred stock subsequent to the commencement of
the period for which the Fixed Charge Coverage Ratio is being calculated and on
or prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge


                                       6
<PAGE>
Coverage Ratio will be calculated giving pro forma effect to such incurrence,
assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or
such issuance, repurchase or redemption of preferred stock, and the use of the
proceeds therefrom as if the same had occurred at the beginning of the
applicable four-quarter reference period.

           In addition, for purposes of calculating the Fixed Charge Coverage
Ratio, (1) acquisitions that have been made by the specified Person or any of
its Restricted Subsidiaries, including through mergers or consolidations and
including any related financing transactions, during the four-quarter reference
period or subsequent to such reference period and on or prior to the Calculation
Date will be given pro forma effect as if they had occurred on the first day of
the four-quarter reference period and Consolidated Cash Flow for such reference
period will be calculated on a pro forma basis in accordance with Regulation S-X
under the Securities Act, but without giving effect to clause (iii) of the
proviso set forth in the definition of Consolidated Net Income; (2) the
Consolidated Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the
Calculation Date, will be excluded; and (3) the Fixed Charges attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, will be excluded, but
only to the extent that the obligations giving rise to such Fixed Charges will
not be obligations of the specified Person or any of its Restricted Subsidiaries
following the Calculation Date.

           "Foreign Subsidiary" means any Subsidiary of any Issuer formed under
the laws of any jurisdiction other than the United States or any political
subdivision thereof and substantially all of the assets of which are located
outside of the United States or that conducts substantially all of its business
outside of the United States.

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

           "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A1 hereto issued in accordance with Section 2.01, 2.06(b)(iv),
2.06(d)(ii) or 2.06(f) hereof.

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

           "Guarantee" means a guarantee of the Notes in accordance with the
terms of this Indenture.

           "Guarantor" means: (i) each of ISP Chemco's Domestic Subsidiaries
other than ISP Administration Inc., ISP Granules Inc., ISP Acquisition Corp.,
ISP Tech (Texas) Inc., ISP Chemical Products Inc., ISP Capital Inc., ISP GT
Inc., ISP Realty Corporation, ISP Mineral Products Inc. and International
Specialty Products Funding Corporation; (ii) any other subsidiary that executes
a Guarantee in accordance with the provisions of this Indenture; and (iii) the
successors and assigns of each Person identified in clauses (i) and (ii).

           "Hedging Obligations" means, with respect to any specified Person,
the obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements; and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates.

                                       7
<PAGE>
           "Holder" means a Person in whose name a Note is registered.

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

           "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent, (i) in respect of
borrowed money; (ii) evidenced by bonds (excluding appeal bonds), notes,
debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof); (iii) in respect of banker's acceptances; (iv)
representing Capital Lease Obligations; (v) representing the balance deferred
and unpaid of the purchase price of any property, except any such balance that
constitutes an accrued expense or trade payable; or (vi) representing any
Hedging Obligations, if and to the extent any of the preceding items (other than
letters of credit) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.

           The amount of any Indebtedness outstanding as of any date will be (i)
the accreted value of the Indebtedness, in the case of any Indebtedness issued
with original issue discount; and (ii) the principal amount of the Indebtedness,
together with any interest on the Indebtedness that is more than 30 days past
due, in the case of any other Indebtedness.

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

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

           "Initial Notes" means the first $205,000,000 aggregate principal
amount of Notes issued under this Indenture on the date hereof.

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

           "Interest Payment Date" shall have the meaning set forth on the face
of the Notes.

           "Investments" means, with respect to any Person, all direct or
indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans (including Guarantees or other obligations), advances or
capital contributions (excluding commission, travel and similar advances to
officers and employees made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If any Issuer
or any Subsidiary of such Issuer sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of such Issuer such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of such Issuer, such Issuer will be deemed to have made an Investment
on the date of any such sale or disposition equal to the fair market value of
the Equity Interests of such Subsidiary not sold or disposed of in an amount
determined as provided in the final paragraph of Section 4.07 hereof. The
acquisition by any Issuer or any Subsidiary of such Issuer of a Person that
holds an Investment in a third Person will be deemed to be an Investment by such
Issuer or such Subsidiary in such third Person in an amount equal to the fair


                                       8
<PAGE>
market value of the Investment held by the acquired Person in such third Person
in an amount determined as provided in the final paragraph of Section 4.07
hereof.

           "ISP" means International Specialty Products Inc. and any and all
successors thereto.

           "ISP Chemco" means ISP Chemco Inc. and any and all successors
thereto.

           "Issuers" means ISP Chemco, ISP Chemicals Inc., ISP Minerals Inc. and
ISP Technologies Inc., and any and all successors thereto.

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

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

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

           "Liquidated Damages" means all liquidated damages then owing pursuant
to Section 5 of the Registration Rights Agreement.

         "Management Agreement" means the Amended and Restated Management
Agreement, dated as of January 1, 1999, among GAF Corporation, G-1 Holdings, G
Industries Corp., Merick Inc., GAF Fiberglass Corporation, ISP, GAF Building
Materials Corporation, GAF Broadcasting Company, Inc., BMCA and ISP Management
Company, Inc., as assignee of ISP Chemco. (f/k/a ISP Opco Holdings Inc.).

           "Net Income" means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (i) any
gain or loss, together with any related provision for taxes on such gain or
loss, realized in connection with: (a) any Asset Sale; or (b) the disposition of
any securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted
Subsidiaries; (ii) any extraordinary gain or loss, together with any related
provision for taxes on such extraordinary gain or loss; (iii) any non-recurring
gain or loss, together with any related provision for taxes on such
non-recurring gain or loss, relating to the Restructuring; and (iv) any one-time
effect of the adoption of the Proposed Statement of Financial Accounting
Standards of the Financial Accounting Standards Board entitled Business
Combinations and Intangible Assets -Accounting for Goodwill.

           "Net Proceeds" means the aggregate cash proceeds received by the
Issuers or any of their Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale, taxes paid or
payable as a result of the Asset Sale, in each case, after taking into account
any available tax credits or deductions and any tax sharing arrangements, and


                                       9
<PAGE>
amounts required to be applied to the repayment of Indebtedness, other than
Senior Debt, secured by a Lien on the asset or assets that were the subject of
such Asset Sale and any reserve for adjustment in respect of the sale price of
such asset or assets established in accordance with GAAP.

           "Net Tangible Assets" means, with respect to any Person as of any
date of determination, (i) the amount of property, plant and equipment of such
Person and its Restricted Subsidiaries, plus (ii) the amount of current assets
of such Person and its Restricted Subsidiaries, minus (iii) the amount of
current liabilities of such Person and its Restricted Subsidiaries, in each case
as set forth on such Person's consolidated balance sheet prepared in accordance
with GAAP as of such date of determination.

           "Non-Recourse Debt" means Indebtedness (i) as to which neither the
Issuers nor any of their Restricted Subsidiaries (a) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or
otherwise, or (c) constitutes the lender; and (ii) no default with respect to
which (including any rights that the holders of the Indebtedness may have to
take enforcement action against an Unrestricted Subsidiary) would permit upon
notice, lapse of time or both any holder of any other Indebtedness (other than
the notes) of the Issuers or any of their Restricted Subsidiaries to declare a
default on such other Indebtedness or cause the payment of the Indebtedness to
be accelerated or payable prior to its stated maturity.

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

           "Note Guarantee" means the Guarantee by each Guarantor of the
Issuers' payment obligations under this Indenture and on the Notes, executed
pursuant to the provisions of this Indenture.

           "Notes" means the Initial Notes and the Additional Notes, which shall
be treated as a single class for all purposes under this Indenture.

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

           "Offering" means the offering of the Notes by the Issuers.

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

           "Officers' Certificate" means a certificate signed on behalf of the
Issuers by two Officers of each Issuer, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of any such Issuer, that meets the requirements of
Section 13.05 hereof.

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

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

                                       10
<PAGE>
           "Permitted Business" means any business in which the Issuers and
their Subsidiaries were engaged on the Closing Date, and any business reasonably
related or complementary thereto.

           "Permitted Investments" means (i) any Investment in the Issuers or in
any Restricted Subsidiary of the Issuers; (ii) any Investment in Cash
Equivalents; (iii) any Investment existing on the Closing Date; (iv) any
Investment by the Issuers or any Subsidiary of the Issuers in a Person, if as a
result of such Investment (a) such Person becomes a Restricted Subsidiary of the
Issuers and a Guarantor; or (b) such Person is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Issuers or a Restricted Subsidiary of the
Issuers that is a Guarantor; (v) any Investment made as a result of the receipt
of non-cash consideration from an Asset Sale that was made pursuant to and in
compliance with Section 4.10 hereof, other than securities, notes or other
obligations that are deemed to be cash pursuant to clause (iii)(b) of the first
paragraph of Section 4.10 hereof unless actually converted into cash; (vi) any
acquisition of assets solely in exchange for the issuance of Equity Interests
(other than Disqualified Stock) of the Issuers; (vii) any Investments received
in compromise of obligations of such persons incurred in the ordinary course of
trade creditors or customers that were incurred in the ordinary course of
business, including pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of any trade creditor or customer;
(viii) Hedging Obligations; and (ix) other Investments in any Person (other than
an Affiliate of the Issuers that is not also a Subsidiary of the Issuers) having
an aggregate fair market value (measured on the date each such Investment was
made and without giving effect to subsequent changes in value), when taken
together with all other Investments made pursuant to this clause (ix) since the
Closing Date, not to exceed the greater of (a) $35.0 million and (b) 5.0% of the
Issuers' Net Tangible Assets as of the date on which any such Investment is
made. For the avoidance of doubt, a loan to a Person that is not a Restricted
Subsidiary of the Issuers shall not, except to the extent permitted by clause
(ix) above, be a Permitted Investment.

           "Permitted Liens" means (i) Liens on assets of any Issuer or any
Guarantor securing its Senior Debt; (ii) Liens in favor of any Issuer or any
Guarantor, (iii) Liens on property of a Person existing at the time such Person
is merged with or into or consolidated with any Issuer or any Subsidiary of such
Issuer; provided that such Liens were in existence prior to the contemplation of
such merger or consolidation and do not extend to any assets other than those of
the Person merged into or consolidated with such Issuer or the Subsidiary; (iv)
Liens on property existing at the time of acquisition of the property by any
Issuer or any Subsidiary of such Issuer; provided that such Liens were in
existence prior to the contemplation of such acquisition; (v) Liens to secure
the performance of statutory obligations, surety or appeal bonds, performance
bonds or other obligations of a like nature incurred in the ordinary course of
business; (vi) Liens to secure Indebtedness permitted by clause (iv) of the
second paragraph of Section 4.09 hereof covering only the assets acquired with
such Indebtedness; (vii) Liens existing on the Closing Date; (viii) Liens on
accounts receivable in connection with a Qualified Securitization Program; (ix)
Liens for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings
promptly instituted and diligently concluded; provided that any reserve or other
appropriate provision as is required in conformity with GAAP has been made
therefor; (x) Liens on assets of the Issuers and their Restricted Subsidiaries
to secure Indebtedness permitted by clause (v) of the second paragraph of
Section 4.09 hereof to the extent (and only to the extent) that the Indebtedness
being refinanced thereby was secured by Liens on such assets; (xi) Liens on cash
and Cash Equivalents posted as margin pursuant to the requirements of any bona
fide hedge agreement relating to interest rates, foreign exchange or commodities
listed on public exchanges, but only to the extent such Liens are required from
customers generally (regardless of creditworthiness) in accordance with
customary market practice; and (xii) Liens incurred in the ordinary course of
business of any Issuer or any Subsidiary of such Issuer with respect to
obligations that do not exceed $50.0 million at any one time outstanding.


                                       11
<PAGE>
           "Permitted Refinancing Indebtedness" means any Indebtedness of the
Issuers or any of their Restricted Subsidiaries issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Issuers or any of their Restricted Subsidiaries
(other than intercompany Indebtedness); provided that (i) the principal amount
(or accreted value, if applicable) of such Permitted Refinancing Indebtedness
does not exceed the principal amount (or accreted value, if applicable) of the
Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus
all accrued interest on the Indebtedness and the amount of all expenses and
premiums incurred in connection therewith); (ii) such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; (iii) if the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded is
subordinated in right of payment to the notes, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and is subordinated in right of payment to, the notes on terms at least as
favorable to the Holders of notes as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; and (iv) such Indebtedness is incurred either by the
Issuers or by the Subsidiary who is the obligor on the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded.

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

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

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

           "Qualified Securitization Program" means any financing transaction
(a) provided by one or more persons, none of which is an Affiliate of ISP
Chemco, (b) in favor of an accounts receivable financing subsidiary, (c) secured
by the grant by the accounts receivable financing subsidiary of a security
interest in (or a sale of) only accounts receivable originated by one or more of
the Issuers and their Restricted Subsidiaries in connection with the sale or
lease of inventory or the rendering of services in the ordinary course of
business and the proceeds thereof and (d) for which no recourse to any of the
Issuers, their Restricted Subsidiaries or the accounts receivable financing
subsidiary may be made other than (i) with respect to any of the Issuers or any
of their Restricted Subsidiaries that sells accounts receivable to the accounts
receivable financing subsidiary in connection with the transaction, and the
accounts receivable financing subsidiary, (A) repurchases of accounts receivable
that do not qualify for financing under terms of the transaction, (B) the amount
of any dilutions in respect of such accounts receivable and (C) customary
indemnities for financing transactions of such type and (ii) solely with respect
to the accounts receivable financing subsidiary, such accounts receivable and
the proceeds thereof; provided, however, that, in any case, no recourse to any
of the Issuers or their Restricted Subsidiaries or the accounts receivable
financing subsidiary shall be permitted to be made for any credit-related
default or loss with respect to any account receivable.

         "Qualified Subordinated Indebtedness" means Indebtedness of
International Specialty Products Inc. in an amount not to exceed $325.0 million
issued pursuant to the indenture dated as of October 18, 1996 between ISP
Holdings Inc. and The Bank of New York, as trustee.

           "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of June 27, 2001, by and among the Issuers, the Guarantors
and the other parties named on the signature pages thereof, as such agreement
may be amended, modified or supplemented from time to time and, with respect to
any Additional Notes, one or more registration rights agreements among the
Issuers, the Guarantors and the other parties thereto, as such agreement(s) may


                                       12
<PAGE>
be amended, modified or supplemented from time to time, relating to rights given
by the Issuers to the purchasers of Additional Notes to register such Additional
Notes under the Securities Act.

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

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

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

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

           "Related Party" means, with respect to Samuel J. Heyman (i) any
immediate family member of Mr. Heyman; or (ii) any trust, corporation,
partnership or other entity, the beneficiaries, stockholders, partners, owners
or Persons beneficially holding an 80% or more controlling interest of which
consist of Mr. Heyman and immediate family members of Mr. Heyman.

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

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

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

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

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

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

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

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

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

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

           "SEC" means the Securities and Exchange Commission.


                                       13
<PAGE>
           "Securities Act" means the Securities Act of 1933, as amended.

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

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

           "Stated Maturity" means, with respect to any installment of interest
or principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

           "Subsidiary" means, with respect to any specified Person (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees of the corporation, association or other business entity is at the time
owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person (or a combination thereof); and (ii) any
partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only general
partners of which are that Person or one or more Subsidiaries of that Person (or
any combination thereof).

           "Tax Sharing Agreement" means the Tax Sharing Agreement made as of
the 1st of January, 2001 by and among ISP, Newco Holdings Inc., a Delaware
corporation, and ISP Chemco.

           "Threshold Amount" means, with respect to any fiscal year of the
Issuers commencing with the fiscal year in which the Notes are issued, the sum
of (A) $15.0 million plus (B) with respect to each fiscal year commencing with
the year ending December 31, 2002, any Threshold Amount attributable to any
prior fiscal year that has not been applied to reduce the amount of Asset Sale
Proceeds that constitute Excess Proceeds pursuant to Section 4.10; provided,
however, that at such time as the Threshold Amount has been applied to reduce
the amount of Asset Sale Proceeds that constitute Excess Proceeds by $75.0
million, the Threshold Amount shall thereafter be zero.

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

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

           "Unrestricted Global Note" means a permanent global Note
substantially in the form of Exhibit A1 attached hereto that bears the Global
Note Legend and that has the "Schedule of Exchanges of Interests in the Global
Note" attached thereto, and that is deposited with or on behalf of and
registered in the name of the Depositary, representing a series of Notes that do
not bear the Private Placement Legend.

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

           "Unrestricted Subsidiary" means any Subsidiary of any Issuer that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary (i) has no


                                       14
<PAGE>
Indebtedness other than Non-Recourse Debt; (ii) is not party to any agreement,
contract, arrangement or understanding with any Issuer or any Restricted
Subsidiary of such Issuer unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to such Issuer or such
Restricted Subsidiary than those that might be obtained at the time from Persons
who are not Affiliates of such Issuer; (iii) is a Person with respect to which
neither such Issuer nor any of its Restricted Subsidiaries has any direct or
indirect obligation (a) to subscribe for additional Equity Interests or (b) to
maintain or preserve such Person's financial condition or to cause such Person
to achieve any specified levels of operating results; (iv) has not guaranteed or
otherwise directly or indirectly provided credit support for any Indebtedness of
such Issuer or any of its Restricted Subsidiaries; and (v) has at least one
director on its Board of Directors that is not a director of such Issuer or any
of its Restricted Subsidiaries.

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

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

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

           "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect of the Indebtedness,
by (b) the number of years (calculated to the nearest on-twelfth) that will
elapse between such date and the making of such payment; by (ii) the then
outstanding principal amount of such Indebtedness.

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

Section 1.02.        Other Definitions.

                                                                 Defined in
         Term                                                      Section
         ----                                                      -------

         "Affiliate Transaction"..............................      4.11


                                       15
<PAGE>
         "Asset Sale".........................................      4.10
         "Asset Sale Offer"...................................      3.09
         "Authentication Order"...............................      2.02
         "Bankruptcy Law".....................................      4.01
         "Change of Control Offer"............................      4.15
         "Change of Control Payment"..........................      4.15
         "Change of Control Payment Date".....................      4.15
         "Covenant Defeasance"................................      8.03
         "Designated Senior Debt".............................      10.02
         "DTC"................................................      2.03
         "Event of Default"...................................      6.01
         "Excess Proceeds"....................................      4.10
         "incur"..............................................      4.09
         "Legal Defeasance"...................................      8.02
         "Offer Amount".......................................      3.09
         "Offer Period".......................................      3.09
         "Paying Agent".......................................      2.03
         "Permitted Debt".....................................      4.09
         "Permitted Junior Securities"........................      10.02
         "Purchase Date"......................................      3.09
         "Registrar"..........................................      2.03
         "Representative".....................................      10.02
         "Restricted Payments"................................      4.07
         "Senior Debt"........................................      10.02


Section 1.03.        Incorporation by Reference of Trust Indenture Act.

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

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

           "indenture securities" means the Notes;

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

           "indenture to be qualified" means this Indenture;

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

           "obligor" on the Notes and the Note Guarantees means the Issuers and
the Guarantors, respectively, and any successor obligor upon the Notes and the
Note Guarantees, respectively.

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


                                       16
<PAGE>
Section 1.04.        Rules of Construction.

           Unless the context otherwise requires:

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

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

           (c) "or" is not exclusive;

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

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

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


                                   ARTICLE 2.
                                   THE NOTES

Section 2.01.        Form and Dating.

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

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

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

           (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee as custodian for the Depositary, and
registered in the name of the Depositary or the nominee of the Depositary for


                                       17
<PAGE>
the accounts of designated agents holding on behalf of Euroclear or Clearstream,
duly executed by the Issuers and authenticated by the Trustee as hereinafter
provided. The Restricted Period shall be terminated upon the receipt by the
Trustee of (i) a written certificate from the Depositary, together with copies
of certificates from Euroclear and Clearstream certifying that they have
received certification of non-United States beneficial ownership of 100% of the
aggregate principal amount of the Regulation S Temporary Global Note (except to
the extent of any beneficial owners thereof who acquired an interest therein
during the Restricted Period pursuant to another exemption from registration
under the Securities Act and who will take delivery of a beneficial ownership
interest in a 144A Global Note or an IAI Global Note bearing a Private Placement
Legend, all as contemplated by Section 2.06(b)(hereof), and (ii) an Officers'
Certificate from each of the Issuers. Following the termination of the
Restricted Period, beneficial interests in the Regulation S Temporary Global
Note shall be exchanged for beneficial interests in Regulation S Permanent
Global Notes pursuant to the Applicable Procedures. Simultaneously with the
authentication of Regulation S Permanent Global Notes, the Trustee shall cancel
the Regulation S Temporary Global Note. The aggregate principal amount of the
Regulation S Temporary Global Note and the Regulation S Permanent Global Notes
may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary or its nominee, as the case may be, in
connection with transfers of interest as hereinafter provided.

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

Section 2.02.        Execution and Authentication.

           One Officer of each Issuer shall sign the Notes for the Issuers by
manual or facsimile signature.

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

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

           The Trustee shall, upon a written order of the Issuers signed by one
Officer of each of the Issuers (an "Authentication Order"), authenticate Notes
for original issue.

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

Section 2.03.        Registrar and Paying Agent.

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


                                       18
<PAGE>
Indenture. If the Issuers fail to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. An Issuer or any of
its Subsidiaries may act as Paying Agent or Registrar.

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

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


Section 2.04.        Paying Agent to Hold Money in Trust.

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

Section 2.05.        Holder Lists.

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

Section 2.06.        Transfer and Exchange.

           (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Issuers for Definitive Notes if (i) the Issuers deliver to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Issuers within 120 days after the date of such notice from the Depositary or
(ii) the Issuers in their sole discretion determine that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and deliver a
written notice to such effect to the Trustee; provided that in no event shall
the Regulation S Temporary Global Note be exchanged by the Issuers for
Definitive Notes prior to (x) the expiration of the Restricted Period and (y)
the receipt by the Registrar of any certificates required pursuant to Rule
903(b)(3)(ii)(B) under the Securities Act. Upon the occurrence of either of the
preceding events in (i) or (ii) above, Definitive Notes shall be issued in such
names as the Depositary shall instruct the Trustee. Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form


                                       19
<PAGE>
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof.

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

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

         (ii) All Other Transfers and Exchanges of Beneficial Interests in
         Global Notes. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section 2.06(b)(i) above,
         the transferor of such beneficial interest must deliver to the
         Registrar either (A) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to credit or cause to be
         credited a beneficial interest in another Global Note in an amount
         equal to the beneficial interest to be transferred or exchanged and (2)
         instructions given in accordance with the Applicable Procedures
         containing information regarding the Participant account to be credited
         with such increase or (B) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to cause to be issued a
         Definitive Note in an amount equal to the beneficial interest to be
         transferred or exchanged and (2) instructions given by the Depositary
         to the Registrar containing information regarding the Person in whose
         name such Definitive Note shall be registered to effect the transfer or
         exchange referred to in (1) above; provided that in no event shall
         Definitive Notes be issued upon the transfer or exchange of beneficial
         interests in the Regulation S Temporary Global Note prior to (x) the
         expiration of the Restricted Period and (y) the receipt by the
         Registrar of any certificates required pursuant to Rule 903 under the
         Securities Act. Upon consummation of an Exchange Offer by the Issuers
         in accordance with Section 2.06(f) hereof, the requirements of this
         Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt
         by the Registrar of the instructions contained in the Letter of
         Transmittal delivered by the Holder of such beneficial interests in the
         Restricted Global Notes. Upon satisfaction of all of the requirements
         for transfer or exchange of beneficial interests in Global Notes
         contained in this Indenture and the Notes or otherwise applicable under
         the Securities Act, the Trustee shall adjust the principal amount of
         the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

         (iii) Transfer of Beneficial Interests in a Restricted Global Note to
         Another Restricted Global Note. A beneficial interest in any Restricted
         Global Note may be transferred to a Person who takes delivery thereof


                                       20
<PAGE>
         in the form of a beneficial interest in another Restricted Global Note
         if the transfer complies with the requirements of Section 2.06(b)(ii)
         above and the Registrar receives the following:

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

                  (B) if the transferee will take delivery in the form of a
                  beneficial interest in the Regulation S Temporary Global Note
                  or the Regulation S Global Note, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including the certifications in item (2) thereof; and

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

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

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

                  (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                  (C) such transfer is effected by a Broker-Dealer pursuant to
                  the Exchange Offer Registration Statement in accordance with
                  the Registration Rights Agreement; or

                  (D) the Registrar receives the following:

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

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


                                       21
<PAGE>
                     and, in each such case set forth in this subparagraph (D),
                     if the Registrar so requests or if the Applicable
                     Procedures so require, an Opinion of Counsel in form
                     reasonably acceptable to the Registrar to the effect that
                     such exchange or transfer is in compliance with the
                     Securities Act and that the restrictions on transfer
                     contained herein and in the Private Placement Legend are no
                     longer required in order to maintain compliance with the
                     Securities Act.

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

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

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

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

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

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

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

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

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


                                       22
<PAGE>
                  (F) if such beneficial interest is being transferred to an
                  Issuer or any of its Subsidiaries, a certificate to the effect
                  set forth in Exhibit B hereto, including the certifications in
                  item (3)(b) thereof; or

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

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

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

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

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

                  (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                  (C) such transfer is effected by a Broker-Dealer pursuant to
                  the Exchange Offer Registration Statement in accordance with
                  the Registration Rights Agreement; or

                  (D) the Registrar receives the following:


                                       23
<PAGE>
                           (1) if the holder of such beneficial interest in a
                           Restricted Global Note proposes to exchange such
                           beneficial interest for a Definitive Note that does
                           not bear the Private Placement Legend, a certificate
                           from such holder in the form of Exhibit C hereto,
                           including the certifications in item (1)(b) thereof;
                           or

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

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

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

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

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

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

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


                                       24
<PAGE>
                  (C) if such Restricted Definitive Note is being transferred to
                  a Non-U.S. Person in an offshore transaction in accordance
                  with Rule 903 or Rule 904 under the Securities Act, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

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

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

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

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

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

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

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

                  (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                  (C) such transfer is effected by a Broker-Dealer pursuant to
                  the Exchange Offer Registration Statement in accordance with
                  the Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                           (1) if the Holder of such Definitive Notes proposes
                           to exchange such Notes for a beneficial interest in
                           the Unrestricted Global Note, a certificate from such


                                       25
<PAGE>
                           Holder in the form of Exhibit C hereto, including the
                           certifications in item (1)(c) thereof; or

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

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

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

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

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

           (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

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

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


                                       26
<PAGE>
                  (B) if the transfer will be made pursuant to Rule 903 or Rule
                  904, then the transferor must deliver a certificate in the
                  form of Exhibit B hereto, including the certifications in item
                  (2) thereof; and

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

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

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

                  (B) any such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                  (C) any such transfer is effected by a Broker-Dealer pursuant
                  to the Exchange Offer Registration Statement in accordance
                  with the Registration Rights Agreement; or

                  (D) the Registrar receives the following:

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

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

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

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


                                       27
<PAGE>
           (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Issuers shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
Broker-Dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of an Issuer, and
accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive
Notes in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Notes accepted for exchange in the Exchange Offer.
Concurrently with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Issuers shall execute and the Trustee shall
authenticate and mail or deliver to the Persons designated by the Holders of
Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate
principal amount.

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

         (i) Private Placement Legend.

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

"THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY
MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED
STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(c) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES
ACT, (d) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501
(a)(1), (2), (3) OR (7) OF THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED
INVESTOR")) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE REGISTRAR A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN
BE OBTAINED FROM THE REGISTRAR) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL
ACCEPTABLE TO THE ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE
ISSUERS SO REQUEST), (2) TO ANY ISSUER OR (3) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE


                                       28
<PAGE>
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
RESTRICTIONS SET FORTH IN (A) ABOVE."

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

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

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OR IN ACCORDANCE WITH SECTION 9.05 OF THE INDENTURE,
(II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO
SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE ISSUERS.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE ISSUERS OR THEIR
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

         (iii) Regulation S Temporary Global Note Legend. The Regulation S
         Temporary Global Note shall bear a legend in substantially the
         following form:

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


                                       29
<PAGE>
           (h) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

           (i) General Provisions Relating to Transfers and Exchanges.

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

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

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

         (iv) Neither the Registrar nor the Issuers shall be required (A) to
         issue, to register the transfer of or to exchange any Notes during a
         period beginning at the opening of business 15 days before the day of
         any selection of Notes for redemption under Section 3.02 hereof and
         ending at the close of business on the day of selection, (B) to
         register the transfer of or to exchange any Note so selected for
         redemption in whole or in part, except the unredeemed portion of any
         Note being redeemed in part or (C) to register the transfer of or to
         exchange a Note between a record date and the next succeeding Interest
         Payment Date.

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

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


                                       30
<PAGE>
         (vii) All certifications, certificates and Opinions of Counsel required
         to be submitted to the Registrar pursuant to this Section 2.06 to
         effect a registration of transfer or exchange may be submitted by
         facsimile.

         (viii) The Trustee is hereby authorized to enter into a letter of
         representation with the Depository in the form provided by the Issuers
         and to act in accordance with such letter.

Section 2.07.        Replacement Notes.

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

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

Section 2.08.        Outstanding Notes.

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

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

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

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

Section 2.09.        Treasury Notes.

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


                                       31
<PAGE>
Section 2.10.        Temporary Notes.

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

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

Section 2.11.        Cancellation.

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

Section 2.12.        Defaulted Interest.

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

Section 2.13.        CUSIP Numbers.

           The Issuers in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by an defect in or
omission of such numbers. The Issuers will promptly notify the Trustee of any
change in the "CUSIP" numbers.

Section 2.14.        Record Date.

           The record date for purposes of determining the identity of Holders
of Notes entitled to vote or consent to any action by vote or consent authorized
or permitted under this Indenture shall be determined as provided for in TIA ss.
316(c).

                                       32
<PAGE>
                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01.        Notices to Trustee.

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

Section 3.02.        Selection of Notes to Be Redeemed.

           If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

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

Section 3.03.        Notice of Redemption.

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

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

           (a) the redemption date;

           (b) the redemption price;

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

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

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


                                       33
<PAGE>
           (f) that, unless the Issuers default in making such redemption
payment, interest and Liquidated Damages, if any, on Notes called for redemption
ceases to accrue on and after the redemption date;

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

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

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

Section 3.04.        Effect of Notice of Redemption.

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

Section 3.05.        Deposit of Redemption Price.

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

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

Section 3.06.        Notes Redeemed in Part.

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

Section 3.07.        Optional Redemption.

           (a) Except as set forth in clause (b) of this Section 3.07, the
Issuers shall not have the option to redeem the Notes pursuant to this Section
3.07 prior to July 1, 2006. Thereafter, the Issuers may redeem all or a part of


                                       34
<PAGE>
the notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, on the notes
redeemed, to the applicable redemption date, if redeemed during the twelve-month
period beginning on July 1 of the years indicated below:

         Year                                              Percentage
         ----                                              ----------

         2006..........................................      105.125%
         2007..........................................      103.416%
         2008..........................................      101.708%
         2009 and thereafter...........................      100.000%

           (b) Notwithstanding the provisions of clause (a) of this Section
3.07, at any time prior to July 1, 2004, the Issuers may on any one or more
occasions redeem up to 35% of the aggregate principal amount of notes originally
issued under this Indenture at a redemption price of 110.25% of the principal
amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that (1) at least 65% of the aggregate principal amount of notes
originally issued under this Indenture remains outstanding immediately after the
occurrence of such redemption (excluding notes held by the Issuers and its
Affiliates); and (2) notice of the redemption is given within 30 days of the
date of the closing of such Equity Offering.

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

Section 3.08.        Mandatory Redemption.

           The Issuers shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

Section 3.09.        Offer to Purchase by Application of Excess Proceeds.

           In the event that, pursuant to Section 4.10 hereof, the Issuers shall
be required to commence an offer to all Holders to purchase Notes (an "Asset
Sale Offer"), they shall follow the procedures specified below.

           The Asset Sale Offer shall remain open for a period of 20 Business
Days following its commencement and no longer, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
five Business Days after the termination of the Offer Period (the "Purchase
Date"), the Issuers shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "Offer Amount") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale Offer. Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

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

           Upon the commencement of an Asset Sale Offer, the Issuers shall send,
by first class mail, a notice to the Trustee and each of the Holders, with a
copy to the Trustee. The notice shall contain all instructions and materials


                                       35
<PAGE>
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

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

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

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

           (d) that, unless the Issuers default in making such payment, any Note
accepted for payment pursuant to the Asset Sale Offer shall cease to accrue
interest and Liquidated Damages, if any, after the Purchase Date;

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

           (f) that Holders electing to have a Note purchased pursuant to any
Asset Sale Offer shall be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, or
transfer by book-entry transfer, to an Issuer, a depositary, if appointed by the
Issuers, or a Paying Agent at the address specified in the notice at least three
days before the Purchase Date;

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

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

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

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

                                       36
<PAGE>
           Other than as specifically provided in this Section 3.09, any
purchase pursuant to this Section 3.09 shall be made pursuant to the provisions
of Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01.        Payment of Notes.

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

           The Issuers shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal at the rate equal
to 1% per annum in excess of the then applicable interest rate on the Notes to
the extent lawful; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same
rate to the extent lawful.

Section 4.02.        Maintenance of Office or Agency.

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

           The Issuers may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Issuers of their obligation to maintain an office or agency for such purposes.
The Issuers shall give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

           The Issuers hereby designate the Corporate Trust Office of the
Trustee as one such office or agency of the Issuers in accordance with Section
2.03.

Section 4.03.        Reports.

           (a) Whether or not required by the rules and regulations of the SEC,
so long as any Notes are outstanding, the Issuers shall furnish to the Holders
of Notes (i) all quarterly and annual financial information that would be
required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the
Issuers 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 thereon by the Issuers' certified


                                       37
<PAGE>
independent accountants and (ii) all current reports that would be required to
be filed with the SEC on Form 8-K if the Issuers were required to file such
reports, in each case, within the time periods specified in the SEC's rules and
regulations. In addition, following consummation of the Exchange Offer, whether
or not required by the rules and regulations of the SEC, the Issuers shall file
a copy of all such information and reports with the SEC for public availability
within the time periods specified in the SEC's rules and regulations (unless the
SEC will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. The Issuers shall at
all times comply with TIA ss. 314(a).

           (b) For so long as any Notes remain outstanding, the Issuers and the
Guarantors shall furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

           (c) If the Issuers have designated any of their 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
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 Issuers and their Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the
Issuers.

           (d) For so long as ISP Chemco is an Issuer and all other Issuers are
Subsidiaries of ISP Chemco, the foregoing requirements shall be deemed to be
satisfied if ISP Chemco delivers the reports required thereby.

Section 4.04.        Compliance Certificate.

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

           (b) So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Issuers' independent public accountants (who shall be a
firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Issuers' have violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.


                                       38
<PAGE>
           (c) The Issuers shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Issuers are taking or propose to take with
respect thereto.

Section 4.05.        Taxes.

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

Section 4.06.        Stay, Extension and Usury Laws.

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

Section 4.07.        Restricted Payments.

           The Issuers shall not, and shall not permit any of their Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make
any other payment or distribution on account of any Issuer's or any of its
Restricted Subsidiaries' Equity Interests (including, without limitation, any
payment in connection with any merger or consolidation involving any Issuer or
any of its Restricted Subsidiaries) or to the direct or indirect holders of any
Issuer's or any of its Restricted Subsidiaries' Equity Interests in their
capacity as such (other than dividends or distributions payable in Equity
Interests (other than Disqualified Stock) of any Issuer or dividends or
distributions payable to any Issuer or a Restricted Subsidiary of such Issuer);
(ii) purchase, redeem or otherwise acquire or retire for value (including,
without limitation, in connection with any merger or consolidation involving any
Issuer, other than in connection with the merger of an Issuer other than ISP
Chemco into ISP Chemco) any Equity Interests of any Issuer or any direct or
indirect parent of such Issuer; (iii) make any payment on or with respect to, or
purchase, redeem, defease or otherwise acquire or retire for value any
Indebtedness that is subordinated to the Notes or the Guarantees, except a
payment of interest or principal at the Stated Maturity thereof; or (iv) make
any Restricted Investment (all such payments and other actions set forth in
these clauses (i) through (iv) above being collectively referred to as
"Restricted Payments"), unless, at the time of and after giving effect to such
Restricted Payment:

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

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


                                       39
<PAGE>
         (c) such Restricted Payment, together with the aggregate amount of all
         other Restricted Payments made by the Issuers and their Restricted
         Subsidiaries after the Closing Date (excluding Restricted Payments
         permitted by clauses (ii), (iii), (iv), (v), (vi), (vii) (but only to
         the extent set forth therein) and (viii) of the next succeeding
         paragraph), is less than the sum, without duplication, of: (i) 50% of
         the Consolidated Net Income of ISP Chemco for the period (taken as one
         accounting period) beginning January 1, 2001 to the end of ISP Chemco's
         most recently ended fiscal quarter for which internal financial
         statements are available at the time of such Restricted Payment (or, if
         such Consolidated Net Income for such period is a deficit, less 100% of
         such deficit), plus (ii) 100% of the aggregate net cash proceeds and
         value of other assets received by ISP Chemco since the Closing Date as
         a contribution to common equity capital or from the issue or sale of
         Equity Interests of ISP Chemco (other than Disqualified Stock) or from
         the issue or sale of convertible or exchangeable Disqualified Stock or
         convertible or exchangeable debt securities of ISP Chemco that have
         been converted into or exchanged for such Equity Interests (other than
         Equity Interests (or Disqualified Stock or debt securities) sold to a
         Subsidiary of ISP Chemco), plus (iii) to the extent that any Restricted
         Investment that was made after the Closing Date is sold for cash or
         otherwise liquidated or repaid for cash, the lesser of (i) the cash
         return of capital with respect to such Restricted Investment (less the
         cost of disposition, if any) and (ii) the initial amount of such
         Restricted Investment; plus (iv) $50.0 million.

           So long as no Default or Event of Default has occurred and is
continuing or would be caused thereby, the preceding provisions will not
prohibit: (i) the payment of any dividend within 60 days after the date of
declaration of the dividend, if at the date of declaration the dividend payment
would have complied with the provisions of this Indenture; (ii) the redemption,
repurchase, retirement, defeasance or other acquisition of any subordinated
Indebtedness of any Issuer or any Guarantor or of any Equity Interests of ISP
Chemco, or any dividend or other distribution in respect thereof, in exchange
for Equity Interests (other than Disqualified Stock) of, or in an amount equal
to the net cash proceeds of a sale (other than to a Restricted Subsidiary of ISP
Chemco) of Equity Interests (other than Disqualified Stock) or a capital
contribution to the equity of, ISP Chemco in the 30-day period prior thereto;
provided that the amount of any such net cash proceeds that are utilized for any
such redemption, repurchase, retirement, defeasance or other acquisition will be
excluded from clause (c) (ii) of the preceding paragraph; (iii) the defeasance,
redemption, repurchase or other acquisition or retirement of subordinated
Indebtedness of any Issuer or any Guarantor with the net cash proceeds from an
incurrence of Permitted Refinancing Indebtedness; (iv) the payment of any
dividend by a Restricted Subsidiary of any Issuer to the holders of its Equity
Interests on a pro rata basis; (v) the repurchase, redemption or other
acquisition or retirement for value of any Equity Interests of any Issuer, any
Restricted Subsidiary of any Issuer, or any direct or indirect parent company of
any Issuer held by any member of any Issuers' management pursuant to any
management equity subscription agreement, stock option agreement or similar
agreement; provided that the aggregate price paid for all such repurchased,
redeemed, acquired or retired Equity Interests shall not exceed $3.0 million in
any twelve-month period; (vi) any Restricted Payment for the purpose of
defeasing, redeeming, repurchasing or otherwise acquiring or retiring the 2002
Notes; (vii) any Restricted Payment for the purpose of defeasing, redeeming,
repurchasing or otherwise acquiring or retiring Qualified Subordinated
Indebtedness; provided that, to the extent that any such Restricted Payment is
made out of the net cash proceeds of the substantially concurrent sale (other
than to an Issuer or a Restricted Subsidiary of an Issuer) of Equity Interests
of any Issuer (other than Disqualified Stock) or the substantially concurrent
incurrence (other than from an Issuer or a Restricted Subsidiary of an Issuer)
of Indebtedness of any Issuer permitted to be incurred by this Indenture, the
amount of such Restricted Payment shall be excluded from the lead-in to clause
(c) of the preceding paragraph; provided, further, that, to the extent
applicable, the amount of any such net cash proceeds that are utilized for any
such Restricted Payment will be excluded from clause (c) (ii) of the preceding
paragraph; and (viii) payments required by the Tax Sharing Agreement as in
effect on the Closing Date, and amendments thereto that do not adversely affect
in any material respect the Issuers or their Restricted Subsidiaries or the
Holders.

                                       40
<PAGE>
           The amount of all Restricted Payments (other than cash) will be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by such Issuer or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this Section 4.07 will be determined by the Board of Directors whose
resolution with respect thereto will be delivered to the Trustee. The Board of
Directors' determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $10.0 million.

Section 4.08.        Dividend and Other Payment Restrictions Affecting
                     Restricted Subsidiaries.

           The Issuers shall not, and shall not permit any of their Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to: (1) pay dividends or make any other distributions on
its Capital Stock to the Issuers or any of their Restricted Subsidiaries, or
with respect to any other interest or participation in, or measured by, its
profits, or pay any indebtedness owed to the Issuers or any of their Restricted
Subsidiaries; (2) make loans or advances to the Issuers or any of their
Restricted Subsidiaries; or (3) transfer any of its properties or assets to the
Issuers or any of their Restricted Subsidiaries.

           However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

         (i) agreements governing Existing Indebtedness and the Credit
         Agreement, in each case as in effect on the Closing Date, and any
         amendments, modifications, restatements, renewals, increases,
         supplements, refundings, replacements or refinancings of those
         agreements; provided that the amendments, modifications, restatements,
         renewals, increases, supplements, refundings, replacement or
         refinancings are no more restrictive, taken as a whole, with respect to
         such dividend and other payment restrictions than those contained in
         those agreements on the Closing Date;

         (ii) this Indenture, the Notes, the Exchange Notes, the Guarantees, and
         the Guarantees of the Exchange Notes;

         (iii) applicable law;

         (iv) any instrument governing Indebtedness or Capital Stock of a Person
         acquired by the Issuers or any of their Restricted Subsidiaries as in
         effect at the time of such acquisition (except to the extent such
         Indebtedness or Capital Stock was incurred in connection with or in
         contemplation of such acquisition), which encumbrance or restriction is
         not applicable to any other Person, or the properties or assets of any
         other Person; provided that, in the case of Indebtedness, such
         Indebtedness was permitted by the terms of this Indenture to be
         incurred;

         (v) customary non-assignment provisions in leases entered into in the
         ordinary course of business and consistent with past practices;

         (vi) purchase money obligations for property acquired in the ordinary
         course of business that impose restrictions on that property of the
         nature described in clause (3) of the preceding paragraph;

         (vii) any agreement for the sale or other disposition of a Restricted
         Subsidiary that restricts distributions by that Restricted Subsidiary
         pending its sale or other disposition;


                                       41
<PAGE>
         (viii) Permitted Refinancing Indebtedness, provided that the
         restrictions contained in the agreements governing such Permitted
         Refinancing Indebtedness are no more restrictive, taken as a whole,
         than those contained in the agreements governing the Indebtedness being
         refinanced;

         (ix) Liens otherwise permitted to be incurred under Section 4.12 hereof
         that limit the right of the Issuers and their Restricted Subsidiaries
         to dispose of the assets subject to such Liens;

         (x) provisions with respect to the disposition or distribution of
         assets or property in joint venture agreements, assets sale agreements,
         stock sale agreements and other similar agreements entered into in the
         ordinary course of business;

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

         (xii) any agreement governing Indebtedness of Foreign Subsidiaries
         permitted under Section 4.09 hereof; and

         (xiii) any agreement governing Indebtedness incurred after the Closing
         Date permitted under Section 4.09 hereof; provided that the
         restrictions contained therein are, in the good faith judgment of the
         Board of Directors, not materially less favorable, taken as a whole, to
         the Holders than those contained in agreements governing Existing
         Indebtedness.

Section 4.09.        Incurrence of Indebtedness and Issuance of Preferred Stock.

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

           The first paragraph of this Section 4.09 shall not prohibit the
incurrence of any of the following Indebtedness (collectively, "Permitted
Debt"):

         (i) the incurrence by the Issuers and the Guarantors of Indebtedness
         (a) under the Credit Agreement (with letters of credit being deemed to
         have a principal amount equal to the maximum potential liability of the
         Issuers and their Restricted Subsidiaries thereunder) or (b) pursuant
         to a Qualified Securitization Program; provided that the aggregate
         amount of all Indebtedness of the Issuers and their Restricted
         Subsidiaries incurred pursuant to this clause (i), including all
         Permitted Refinancing Indebtedness incurred to refund, refinance or
         replace any other Indebtedness incurred pursuant to this clause (i),
         does not exceed at any one time outstanding an amount equal to $550.0
         million, less the aggregate amount applied by the Issuers and their
         Restricted Subsidiaries to repay Indebtedness under the Credit
         Agreement or a Qualified Securitization Program pursuant to Section
         4.10 hereof;

                                       42
<PAGE>
         (ii) the incurrence by the Issuers and their Restricted Subsidiaries of
         Existing Indebtedness;

         (iii) the incurrence by the Issuers and the Guarantors of Indebtedness
         represented by the Notes and the related Guarantees to be issued on the
         Closing Date, and the Exchange Notes and the related Guarantees to be
         issued in respect thereof pursuant to the Registration Rights
         Agreement;

         (iv) the incurrence by the Issuers and the Guarantors of Indebtedness
         represented by Capital Lease Obligations, mortgage financings or
         purchase money obligations, in each case, incurred for the purpose of
         financing all or any part of the purchase price or cost of construction
         or improvement of property, plant or equipment used in the business of
         the Issuers or their Restricted Subsidiaries, in an aggregate amount at
         any one time outstanding, including all Permitted Refinancing
         Indebtedness incurred to refund, refinance or replace any Indebtedness
         incurred pursuant to this clause (iv), not to exceed the greater of (a)
         $25.0 million and (b) 10.0% of the Issuers' Net Tangible Assets as of
         the date on which any such Indebtedness is incurred;

         (v) the incurrence by any Issuer or any of its Restricted Subsidiaries
         of Permitted Refinancing Indebtedness in exchange for, or the net
         proceeds of which are used to refund, refinance or replace Indebtedness
         (other than intercompany Indebtedness) that was permitted by this
         Indenture to be incurred under the first paragraph of this Section 4.09
         or clauses (i), (ii), (iii), (iv), (v), (xi) or (xii) of this
         paragraph;

         (vi) the incurrence of Indebtedness between any of the Issuers, or
         between any of the Issuers and any of their Restricted Subsidiaries, or
         between any of the Issuers' Restricted Subsidiaries; provided, however,
         that:

                  (A) if any Issuer or any Guarantor is an obligor with respect
                  to such Indebtedness, such Indebtedness is expressly
                  subordinated to the prior payment in full in cash of all
                  Obligations with respect to the Notes and the Guarantees, as
                  the case may be, and

                  (B) any subsequent issuance or transfer of Equity Interests
                  that results in any such Indebtedness being held by a Person
                  other than an Issuer or a Restricted Subsidiary of any Issuer,
                  and any sale or other transfer of any such Indebtedness to a
                  Person that is not either an Issuer or a Restricted Subsidiary
                  of any Issuer, shall, in each case, be deemed to constitute an
                  incurrence of such Indebtedness by such Issuer or such
                  Restricted Subsidiary, as the case may be, that was not
                  permitted by this clause (vi);

         (vii) the incurrence by any Issuer or any of its Restricted
         Subsidiaries of Hedging Obligations that are incurred for the purpose
         of fixing or hedging interest rate risk with respect to any floating
         rate Indebtedness that is permitted by the terms of this Indenture to
         be outstanding;

         (viii) the guarantee by any of the Issuers or any of the Guarantors of
         Indebtedness of an Issuer or a Restricted Subsidiary of any Issuer that
         was permitted to be incurred by another provision of this Section 4.09;

         (ix) the accrual of interest, the accretion or amortization of original
         issue discount, the payment of interest on any Indebtedness in the form
         of additional Indebtedness with the same terms, and the payment of
         dividends on Disqualified Stock in the form of additional shares of the
         same class of Disqualified Stock;


                                       43
<PAGE>
         (x) the incurrence by Foreign Subsidiaries of any of the Issuers of
         Indebtedness in an aggregate amount at any time outstanding not to
         exceed $25.0 million;

         (xi) the incurrence by Persons that become Restricted Subsidiaries and
         Guarantors of Acquired Debt in an aggregate principal amount at the
         date of such incurrence not to exceed $25.0 million; provided that (a)
         such Acquired Debt is not incurred in connection with, or in
         contemplation of, such Person merging with or into, or becoming a
         Subsidiary of, any Issuer or any of their other Restricted Subsidiaries
         and (b) liability for such Acquired Debt shall not extend to the
         Issuers or any of their other Restricted Subsidiaries, or any of their
         assets;

         (xii) the incurrence by the Issuers and the Guarantors of Indebtedness
         in respect of industrial revenue bonds or other similar tax
         advantageous financings in an aggregate amount at any one time
         outstanding not to exceed $25.0 million;

         (xiii) the incurrence by the Issuers and their Restricted Subsidiaries
         of Indebtedness arising from agreements providing for indemnification,
         adjustment of purchase price, earn out or similar obligations, in each
         case, incurred or assumed in connection with the disposition of any
         business, asset or Subsidiary, other than guarantees of Indebtedness
         incurred by any Person acquiring such business, asset or Subsidiary;
         provided, however, that the maximum amount of all such Indebtedness
         shall at no time exceed the gross proceeds actually received by such
         Issuer or Restricted Subsidiary in connection with such disposition;
         and

         (xiv) the incurrence by the Issuers and their Restricted Subsidiaries
         of additional Indebtedness in an aggregate principal amount (or
         accreted value, as applicable) at any time outstanding not to exceed
         $25.0 million.

           For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (i) through (xiv)
above, or is entitled to be incurred pursuant to the first paragraph of this
Section 4.09, the Issuers will be permitted to classify such item of
Indebtedness on the date of its incurrence in any manner that complies with this
Section 4.09. Indebtedness under the Credit Agreement outstanding on the date on
which Notes are first issued and authenticated under this Indenture will be
deemed to have been incurred on such date in reliance on the exception provided
by clause (i) of the definition of Permitted Debt.

Section 4.10.        Asset Sales.

           The Issuers shall not, and shall not permit any of their Restricted
Subsidiaries to, consummate an Asset Sale unless: (i) the Issuer or the
Restricted Subsidiary, as the case may be, receives consideration at the time of
the Asset Sale at least equal to the fair market value of the assets or Equity
Interests issued or sold or otherwise disposed of; (ii) the fair market value is
determined by the Issuers' Board of Directors and evidenced by a resolution of
the Board of Directors set forth in an Officers' Certificate delivered to the
Trustee; and (iii) at least 75% of the consideration received in the Asset Sale
by such Issuer or such Restricted Subsidiary is in the form of cash. For
purposes of this provision, each of the following will be deemed to be cash: (a)
any liabilities, as shown on such Issuers' or such Restricted Subsidiary's most
recent balance sheet, of the Issuers or any Restricted Subsidiary (other than
contingent liabilities and liabilities that are by their terms subordinated to
the Notes or any Guarantee) that are assumed by the transferee of any such
assets; (b) any securities, notes or other obligations received by any such
Issuer or any such Restricted Subsidiary from such transferee that are
contemporaneously, subject to ordinary settlement periods, converted or
convertible by such Issuer or such Restricted Subsidiary into cash, to the


                                       44
<PAGE>
extent of the cash received or that would be received in that conversion; and
(c) long-term assets that are used or useful in a Permitted Business.

           Within 18 months after the receipt of any Net Proceeds from an Asset
Sale, ISP Chemco may apply those Net Proceeds, at its option: (1) to repay
Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to
correspondingly reduce commitments with respect thereto; (2) to acquire all or
substantially all of the assets of, or a majority of the Voting Stock of,
another Permitted Business; (3) to make a capital expenditure in a Permitted
Business; or (4) to acquire other long-term assets that arc used or useful in a
Permitted Business.

           Pending the final application of any Net Proceeds, ISP Chemco may
temporarily reduce revolving credit borrowings or otherwise invest the Net
Proceeds in any manner that is not prohibited by this Indenture.

           Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraphs will constitute "Asset Sale Proceeds." When
the aggregate amount of Asset Sale Proceeds exceeds the Threshold Amount, ISP
Chemco shall make an Asset Sale Offer to all Holders of Notes and all holders of
other Indebtedness that is pari passu with the Notes containing provisions
similar to those set forth in this Indenture with respect to offers to purchase
or redeem with the proceeds of sales of assets to purchase the maximum principal
amount of Notes and such other pari passu Indebtedness that may be purchased out
of the excess of such Asset Sale Proceeds over the Threshold Amount (such excess
being referred to herein as the "Excess Proceeds"); provided, however, that ISP
Chemco shall not be obligated to make an Asset Sale Offer until the aggregate
amount of Excess Proceeds exceeds $5.0 million. The offer price in any Asset
Sale Offer shall be equal to 100% of principal amount plus accrued and unpaid
interest and Liquidated Damages, if any, to the date of purchase, and will be
payable in cash. If any Excess Proceeds remain after consummation of an Asset
Sale Offer, ISP Chemco may use those Excess Proceeds for any purpose not
otherwise prohibited by this Indenture. If the aggregate principal amount of
Notes and other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee will select the Notes and
such other pari passu Indebtedness to be purchased on a pro rata basis. Upon
completion of each Asset Sale Offer, the aggregate amount of Asset Sale Proceeds
will be reduced by the amount of Excess Proceeds relating to such Asset Sale
Offer.

Section 4.11.        Transactions with Affiliates.

           The Issuers shall not, and shall not permit any of their Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless: (1) the Affiliate
Transaction is on terms that are no less favorable to any such Issuer or the
relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by such Issuer or such Restricted Subsidiary with an
unrelated Person; and (2) the Issuers deliver to the Trustee: (a) with respect
to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $10.0 million, a resolution of
the Board of Directors set forth in an Officers' Certificate certifying that
such Affiliate Transaction complies with this Section 4.11 and that such
Affiliate Transaction has been approved by a majority of the members of the
Board of Directors who have no personal stake in the transaction and who are not
Affiliates of any party (other than the Issuers and their Restricted
Subsidiaries) to the transaction ("disinterested members"); provided that if
there are no disinterested members of the Board of Directors, the Issuers shall
deliver to the Trustee an opinion as to the fairness to the Holders of such
Affiliate Transaction from a financial point of view issued by an accounting,
appraisal or investment banking firm of national standing; and (b) with respect
to any Affiliate Transaction or series of related Affiliate Transactions


                                       45
<PAGE>
involving aggregate consideration in excess of $30.0 million, an opinion as to
the fairness to the Holders of such Affiliate Transaction from a financial point
of view issued by an accounting, appraisal or investment banking firm of
national standing.

           The following items shall not be deemed to be Affiliate Transactions
and, therefore, shall not be subject to the provisions of the prior paragraph:
(1) any transaction with employees of the Issuers or any of their Restricted
Subsidiaries, including entering into compensation plans, entered into in the
ordinary course of business and consistent with the past practice of such Issuer
or such Restricted Subsidiary; (2) transactions between or among the Issuers and
their Restricted Subsidiaries; (3) transactions with a Person that is an
Affiliate of any of the Issuers solely because any such Issuer owns an Equity
Interest in, or controls, such Person; (4) payment of reasonable compensation
(including stock and option compensation) and expense reimbursements to members
of the Board of Directors who are not otherwise Affiliates of the Issuers; (5)
sales of Equity Interests (other than Disqualified Stock) to Affiliates of the
Issuers; (6) sales of inventory to BMCA and its Subsidiaries in the ordinary
course of business; (7) transactions pursuant to the Management Agreement as in
effect on the Closing Date, and amendments thereto that do not adversely affect
in any material respect the Issuers or their Restricted Subsidiaries or the
Holders; (8) transactions directly relating to the Restructuring; (9) any sale,
conveyance or other transfer of accounts receivable and other related assets
customarily transferred in an accounts receivable securitization program in a
Qualified Securitization Program; and (10) Restricted Payments that are
permitted by the provisions of this Indenture described above under Section 4.07
hereof.

Section 4.12.        Liens.

           The Issuers shall not, and shall not permit any of their Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien of any kind securing Indebtedness, Attributable Debt or trade
payables on any asset now owned or hereafter acquired, except Permitted Liens,
unless the Notes are secured by a Lien on such assets on an equal and ratable
basis.

Section 4.13.        Business Activities.

           The Issuers shall not, and shall not permit any Restricted Subsidiary
to, engage in any business other than Permitted Businesses, except to such
extent as would not be material to ISP Chemco and its Restricted Subsidiaries
taken as a whole.

Section 4.14.        Corporate Existence.

           Subject to Article 5 hereof, the Issuers shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of any such Issuer or any such
Subsidiary and (ii) the rights (charter and statutory), licenses and franchises
of the Issuers and its Subsidiaries; provided, however, that the Issuers shall
not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Issuers and its Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders of the Notes.

Section 4.15.        Offer to Repurchase Upon Change of Control.

           (a) Upon the occurrence of a Change of Control, the Issuers shall
make an offer (a "Change of Control Offer") to each Holder to repurchase all or
any part (equal to $1,000 or an integral multiple thereof) of each Holder's


                                       46
<PAGE>
Notes (other than Notes previously called for redemption) at a purchase price
equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest and Liquidated Damages thereon, if any, on the Notes repurchased, to
the date of purchase ( the "Change of Control Payment"). Within 30 days
following any Change of Control, the Issuers shall mail a notice to each Holder
stating: (1) that the Change of Control Offer is being made pursuant to this
Section 4.15 and that all Notes tendered will be accepted for payment; (2) the
purchase price and the purchase date, which shall be no earlier than 30 days and
no later than 60 business days from the date such notice is mailed (the "Change
of Control Payment Date"); (3) that any Note not tendered will continue to
accrue interest; (4) that, unless the Issuers default in the payment of the
Change of Control Payment, all Notes 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 any Notes purchased pursuant to
a Change of Control Offer will be required to surrender the Notes, with the form
entitled "Option of Holder to Elect Purchase" on the reverse of the Notes
completed, to the Paying Agent at the address specified in the notice prior to
the close of business on the third Business Day preceding the Change of Control
Payment Date; (6) that Holders will be entitled to withdraw their election if
the Paying Agent receives, not later than the close of business on the second
Business Day preceding the Change of Control Payment Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of Notes delivered for purchase, and a statement that such
Holder is withdrawing his election to have the Notes purchased; and (7) that
Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered,
which unpurchased portion must be equal to $1,000 in principal amount or an
integral multiple thereof. The Issuers shall comply with the requirements of
Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of Notes in connection with a Change of Control.

           (b) On the Change of Control Payment Date, the Issuers shall, to the
extent lawful, (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered and (3) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the
Issuers. The Paying Agent shall promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each new Note will be in a
principal amount of $1,000 or an integral multiple of $1,000.

           (c) Prior to complying with any of the provisions of this Section
4.15, but in any event within 90 days following a Change of Control, the Issuers
shall either repay all outstanding Senior Debt or obtain the requisite consents,
if any, under all agreements governing outstanding Senior Debt to permit the
repurchase of Notes required by this Section 4.15. The Issuers shall publicly
announce the result of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date.

           (d) Notwithstanding anything to the contrary in this Section 4.15,
the Issuers shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Section 4.15 and Section 3.09 hereof and all other provisions of this
Indenture applicable to a Change of Control Offer made by the Issuers and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

                                       47
<PAGE>
Section 4.16.        No Senior Subordinated Debt.

           No Issuer shall incur any Indebtedness that is subordinate or junior
in right of payment to any Senior Debt of such Issuer and senior in any respect
in right of payment to the Notes. No Guarantor shall incur any Indebtedness that
is subordinate or junior in right of payment to the Senior Debt of such
Guarantor and senior in any respect in right of payment to the Guarantee of such
Guarantor.

Section 4.17.        Additional Note Guarantees.

           If the Issuers or any of their Subsidiaries acquires or creates
another Domestic Subsidiary after the Closing Date, then that newly acquired or
created Domestic Subsidiary shall become a Guarantor and execute a supplemental
indenture and deliver an Opinion of Counsel to the Trustee within 20 Business
Days of the date on which it was acquired or created; provided that this Section
4.17 will not apply to any Subsidiary that has properly been designated as an
Unrestricted Subsidiary in accordance with this Indenture for so long as it
continues to constitute an Unrestricted Subsidiary.

Section 4.18.        Payments for Consent.

           The Issuers shall not, and shall not permit any of their Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.19.        Designation of Restricted and Unrestricted Subsidiaries.

           The Board of Directors may designate any Restricted Subsidiary to be
an Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
fair market value at the time of the designation of all outstanding Investments
owned by the Issuers and their Restricted Subsidiaries in the Subsidiary
properly designated shall be deemed to be an Investment made as of the time of
the designation and shall reduce the amount available for Restricted Payments
under the first paragraph of Section 4.07 or Permitted Investments, as
determined by the Issuers. That designation shall only be permitted if the
Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. The Board of
Directors may redesignate any Unrestricted Subsidiary to be a Restricted
Subsidiary if the redesignation would not cause a Default.

Section 4.20.        Changes in Covenants When Notes Rated Investment Grade.

           Following the first date upon which, but only for so long as (1) the
Notes are rated Baa3 or better by Moody's Investors Services, Inc. and BBB- or
better by Standard & Poor's Ratings Services (or, in either case, if such Person
ceases to rate the Notes for reasons outside of the control of the Issuers, the
equivalent investment grade credit rating from any other "nationally recognized
statistical rating organization" (within the meaning of Rule 15c3-1 (c) (2) (vi)
(F) under the Exchange Act) selected by the Issuers as a replacement agency);
(2) neither Moody's Investors Services, Inc. nor Standard & Poor's Ratings
Services has attached any "negative outlook" to such rating of the Notes; and
(3) no Default or Event of Default has occurred and is continuing, the covenants
listed under Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13 and 4.19 shall no
longer be applicable to the Notes, all Unrestricted Subsidiaries shall become
Restricted Subsidiaries, and any then-existing Indebtedness of Unrestricted
Subsidiaries shall constitute Existing Indebtedness.


                                       48
<PAGE>
Section 4.21.        Escrow Account.

           On the Closing Date, the Issuers shall place the net proceeds of the
offering of the Initial Notes into the Escrow Account and pledge such account to
the Trustee as security for the benefit of the Holders in accordance with the
Escrow Agreement. Pursuant to the terms of the Escrow Account, the assets in the
Escrow Account shall only be used to redeem or otherwise retire the outstanding
2002 Notes. Pending such use, the assets in the Escrow Account may only be
invested in The Wilmington U.S. Government Portfolio/ Service Class Shares or,
if such fund is no longer in existence, Cash Equivalents and Government
Securities, and the Issuers shall grant a security interest in the Escrow
Account to the Trustee for the benefit of the Holders. Following retirement of
the 2002 Notes, any remaining assets in the Escrow Account shall be released to
the Issuers.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01.        Merger, Consolidation, or Sale of Assets.

           No Issuer shall, directly or indirectly, consolidate or merge with or
into another Person (whether or not such Issuer is the surviving corporation) or
sell, assign, transfer, convey or otherwise dispose of all or substantially all
of the properties or assets of such Issuer and its Restricted Subsidiaries taken
as a whole, in one or more related transactions, to another Person unless: (i)
either: (a) such Issuer is the surviving corporation or (b) the Person formed by
or surviving any such consolidation or merger (if other than such Issuer) or to
which such sale, assignment, transfer, conveyance or other disposition has been
made is a corporation organized or existing under the laws of the United States,
any state of the United States or the District of Columbia; (ii) the Person
formed by or surviving any such consolidation or merger (if other than an
Issuer) or the Person to which such sale, assignment, transfer, conveyance or
other disposition has been made (if other than another Issuer) assumes all the
obligations of such Issuer under the Notes, this Indenture and the Registration
Rights Agreement pursuant to a supplemental indenture reasonably satisfactory to
the Trustee; (iii) immediately after such transaction no Default or Event of
Default exists; and (iv) except in the case of consolidation or merger between
or among the Issuers and the Guarantors, such Issuer or the Person formed by or
surviving any such consolidation or merger (if other than such Issuer), or to
which such sale, assignment, transfer, conveyance or other disposition has been
made (A) shall have Consolidated Net Worth immediately after the transaction
equal to or greater than the Consolidated Net Worth of such Issuer immediately
preceding the transaction and (B) shall, on the date of such transaction after
giving pro forma effect thereto and any related financing transactions as if the
same had occurred at the beginning of the applicable four-quarter period, be
permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test set forth in the first paragraph of Section
4.09 hereof. In addition, no Issuer shall, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. The provisions of this Section 5.01 shall not
be applicable to a sale, assignment, transfer, conveyance or other disposition
of assets between or among the Issuers and the Guarantors.

Section 5.02.        Successor Corporation Substituted.

           Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of an Issuer in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the such predecessor Issuer
is merged or to which such sale, assignment, transfer, lease, conveyance or
other disposition is made shall succeed to, and be substituted for (so that from
and after the date of such consolidation, merger, sale, lease, conveyance or
other disposition, the provisions of this Indenture referring to the "Issuers"
or an "Issuer" shall refer instead to the successor corporation and not to such
predecessor Issuer), and may exercise every right and power of an Issuer under


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<PAGE>
this Indenture with the same effect as if such successor Person had been named
as an Issuer herein; provided, however, that the predecessor Issuer shall not be
relieved from the obligation to pay the principal of and interest on the Notes
except in the case of a sale, assignment, transfer, conveyance or other
disposition of all of the predecessor Issuer's assets that meets the
requirements of Section 5.01 hereof.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01.        Events of Default.

           An "Event of Default" occurs if:

           (a) the Issuers default in the payment when due of interest on, or
Liquidated Damages with respect to, the Notes (whether or not prohibited by
Article 10 hereof) and such default continues for a period of 30 days;

           (b) the Issuers default in the payment when due of principal of or
premium, if any, on the Notes (whether or not prohibited by Article 10 hereof)
when the same becomes due and payable at maturity, upon redemption (including in
connection with an offer to purchase) or otherwise;

           (c) the Issuers fail to comply with any of the provisions of Section
4.10, 4.15 or 5.01 hereof, unless such provisions are not at the time applicable
as set forth under Section 4.20 hereof;

           (d) the Issuers fail to comply with any of the provisions of Section
4.07 or 4.09 hereof, unless such provisions are not at the time applicable as
set forth under Section 4.20 hereof, and such failure continues for a period of
30 days;

           (e) the Issuers fail to observe or perform any other covenant,
representation, warranty or other agreement in this Indenture or the Notes for
60 days after notice to the Issuers by the Trustee or the Holders of at least
25% in aggregate principal amount of the Notes (including Additional Notes, if
any) then outstanding voting as a single class;

           (f) a default occurs under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by any Issuer or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by any Issuer or any of its
Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or
is created after the date of this Indenture, which default

         (i) is caused by a failure to pay principal of or interest or premium,
         if any, on such Indebtedness (after giving effect to any applicable
         grace period provided in such Indebtedness on the date of such default)
         (a "Payment Default"); or

         (ii) results in the acceleration of such Indebtedness prior to its
         express maturity

         and, in each case, the principal amount of any such Indebtedness,
         together with the principal amount of any other such Indebtedness the
         maturity of which has been a Payment Default or the maturity of which
         has been so accelerated, aggregates $15.0 million or more;

           (g) a final judgment or final judgments for the payment of money are
entered by a court or courts of competent jurisdiction against an Issuer or any
of its Restricted Subsidiaries and such judgment or judgments remain


                                       50
<PAGE>
undischarged for a period (during which execution shall not be effectively
stayed) of 60 days, provided that the aggregate of all such undischarged
judgments exceeds $15.0 million;

           (h) an Issuer or any of its Restricted Subsidiaries:

         (i) commences a voluntary case,

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

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

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

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

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

         (i) is for relief against an Issuer or any of its Restricted
         Subsidiaries in an involuntary case;

         (ii) appoints a custodian of an Issuer or any of its Restricted
         Subsidiaries or for all or substantially all of the property of an
         Issuer or any of its Restricted Subsidiaries; or

         (iii) orders the liquidation of an Issuer or any of its Restricted
         Subsidiaries;

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

           (j) except as permitted by this Indenture, any Note Guarantee is held
in any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor, or any Person acting on
behalf of any Guarantor, shall deny or disaffirm its obligations under such
Guarantor's Note Guarantee; or

           (k) the Issuers fail to place the amount contemplated in Section 4.21
hereof into the Escrow Account on the Closing Date; or ISP fails to retire the
2002 Notes on or prior to February 15, 2002.

Section 6.02.        Acceleration.

           If any Event of Default (other than an Event of Default specified in
clause (h) or (i) of Section 6.01 hereof with respect to an Issuer, any
Restricted Subsidiary that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the then outstanding Notes may declare all the Notes to
be due and payable immediately. Upon any such declaration, the Notes shall
become due and payable immediately. Notwithstanding the foregoing, if an Event
of Default specified in clause (h) or (i) of Section 6.01 hereof occurs with
respect to an Issuer, any Restricted Subsidiary that is a Significant Subsidiary
or any group of Restricted Subsidiaries that, taken as a whole, would constitute
a Significant Subsidiary, all outstanding Notes shall be due and payable
immediately without further action or notice. The Holders of a majority in
aggregate principal amount of the then outstanding Notes by written notice to


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<PAGE>
the Trustee may on behalf of all of the Holders rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal, interest
or premium that has become due solely because of the acceleration) have been
cured or waived.

           If an Event of Default occurs on or after July 1, 2006 by reason of
any willful action (or inaction) taken (or not taken) by or on behalf of any
Issuer with the intention of avoiding payment of the premium that the Issuers
would have had to pay if the Issuers then had elected to redeem the Notes
pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an
equivalent premium shall also become and be immediately due and payable, to the
extent permitted by law, anything in this Indenture or in the Notes to the
contrary notwithstanding. If an Event of Default occurs prior to July 1, 2006 by
reason of any willful action (or inaction) taken (or not taken) by or on behalf
of any Issuer with the intention of avoiding the prohibition on redemption of
the Notes prior to such date, then, upon acceleration of the Notes, an
additional premium shall also become and be immediately due and payable in an
amount, for each of the years beginning on July 1 of the years set forth below,
as set forth below (expressed as a percentage of the principal amount of the
Notes on the date of payment that would otherwise be due but for the provisions
of this sentence):

         YEAR                                                  PERCENTAGE
         ----                                                  ----------

         2001................................................    10.250%
         2002................................................     8.969%
         2003................................................     7.688%
         2004................................................     6.406%
         2005................................................     5.125%

Section 6.03.        Other Remedies.

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

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

Section 6.04.        Waiver of Past Defaults.

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


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<PAGE>
Section 6.05.        Control by Majority.

           Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

Section 6.06.        Limitation on Suits.

           A Holder of a Note may pursue a remedy with respect to this Indenture
or the Notes only if:

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

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

           (c) such Holder of a Note or Holders of Notes offer and, if
requested, provide to the Trustee indemnity satisfactory to the Trustee against
any loss, liability or expense;

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

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

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

Section 6.07.        Rights of Holders of Notes to Receive Payment.

           Notwithstanding any other provision of this Indenture (other than
Article 10), the right of any Holder of a Note to receive payment of principal,
premium and Liquidated Damages, if any, and interest on the Note, on or after
the respective due dates expressed in the Note (including in connection with an
offer to purchase), or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.

Section 6.08.        Collection Suit by Trustee.

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

Section 6.09.        Trustee May File Proofs of Claim.

           The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the


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

Section 6.10.        Priorities.

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

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

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

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

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

Section 6.11.        Undertaking for Costs.

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


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<PAGE>
                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01.        Duties of Trustee.

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

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

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

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

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

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

         (ii) the Trustee shall not be liable for any error of judgment made in
         good faith by a Responsible Officer, unless it is proved that the
         Trustee was negligent in ascertaining the pertinent facts; and

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

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

           (e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee shall be under
no obligation to exercise any of its rights and powers under this Indenture at
the request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense, including reasonable attorneys' fees that might be incurred by it in
compliance with such request or direction. .

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


                                       55
<PAGE>
Section 7.02.        Rights of Trustee.

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

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

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

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

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

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

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 Issuers or any
Affiliate of the Issuers with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04.        Trustee's Disclaimer.

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

Section 7.05.        Notice of Defaults.

           If a Default or Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of
the Default or Event of Default within 90 days after it occurs. Except in the
case of a Default or Event of Default in payment of principal of, premium, if
any, or interest on any Note, the Trustee may withhold the notice if and so long


                                       56
<PAGE>
as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.

Section 7.06.        Reports by Trustee to Holders of the Notes.

           Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA ss. 313(a) (but if no event described in
TIA ss. 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA ss.
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA ss. 313(c).

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

Section 7.07.        Compensation and Indemnity.

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

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

           The obligations of the Issuers under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.

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

           When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(g) or (h) hereof occurs, the expenses and


                                       57
<PAGE>
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

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

Section 7.08.        Replacement of Trustee.

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

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

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

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

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

           (d) the Trustee becomes incapable of acting.

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

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

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

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


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Section 7.09.        Successor Trustee by Merger, etc.

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

Section 7.10.        Eligibility; Disqualification.

           There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50 million
as set forth in its most recent published annual report of condition.

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

Section 7.11.        Preferential Collection of Claims Against Issuers.

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


                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.        Option to Effect Legal Defeasance or Covenant Defeasance.

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

Section 8.02.        Legal Defeasance and Discharge.

           Upon the Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Issuers and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
deemed to have been discharged from their respective obligations with respect to
all outstanding Notes and the Note Guarantees on the date the conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
Legal Defeasance means that the Issuers shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes, which
shall thereafter be deemed to be "outstanding" only for the purposes of Section
8.05 hereof and the other Sections of this Indenture referred to in (a) and (b)
below, and to have satisfied all its other obligations under such Notes and this
Indenture (and the Trustee, on demand of and at the expense of the Issuers,
shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.04 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, interest and Liquidated Damages, if any, on such Notes when such payments
are due, (b) the Issuers' obligations with respect to such Notes under Article 2
and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and the Issuers' and the Guarantors' obligations in
connection therewith and (d) this Article 8. Subject to compliance with this


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Article Eight, the Issuers may exercise their option under this Section 8.02
notwithstanding the prior exercise of their option under Section 8.03 hereof.

Section 8.03.        Covenant Defeasance.

           Upon the Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Issuers and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from their obligations under the covenants contained in Sections 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20 hereof
and clause (iv) of Section 5.01 hereof with respect to the outstanding Notes on
and after the date the conditions set forth in Section 8.04 are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Issuers and
the Guarantors may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but,
except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby. In addition, upon the Issuers' exercise under Section
8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(c) through 6.01(g) hereof shall not constitute Events of Default.

Section 8.04.        Conditions to Legal or Covenant Defeasance.

           The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

           In order to exercise either Legal Defeasance or Covenant Defeasance:

           (a) the Issuers must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium and Liquidated Damages, if any,
and interest on the outstanding Notes on the stated date for payment thereof or
on the applicable redemption date, as the case may be, and the Issuers must
specify whether the Notes are being defeased to maturity or to a particular
redemption date;

           (b) in the case of an election under Section 8.02 hereof, each of the
Issuers shall have delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that (A) such Issuer has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;


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

           (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the incurrence of Indebtedness all or a portion of the proceeds
of which will be used to defease the Notes pursuant to this Article 8
concurrently with such incurrence) or insofar as Sections 6.01(g) or 6.01(h)
hereof is concerned, at any time in the period ending on the 91st day after the
date of deposit;

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

           (f) each of the Issuers shall have delivered to the Trustee an
Officers' Certificate stating that the deposit was not made by such Issuer with
the intent of preferring the Holders over any other creditors of such Issuer or
with the intent of defeating, hindering, delaying or defrauding any other
creditors of such Issuer; and

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

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

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

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

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

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Section 8.06.        Repayment to Issuers.

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

Section 8.07.        Reinstatement.

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


                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.        Without Consent of Holders of Notes.

           Notwithstanding Section 9.02 of this Indenture, the Issuers, the
Guarantors and the Trustee may amend or supplement this Indenture, the Note
Guarantees, the Notes or the Escrow Agreement without the consent of any Holder
of a Note:

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

           (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not materially adversely affect any
Holder;

           (c) to provide for the assumption of an Issuer's or a Guarantor's
obligations to the Holders of the Notes by a successor to an Issuer pursuant to
Article 5 or Article 11 hereof;

           (d) to make any change that would provide any additional rights or
benefits to the Holders of the Notes (including the provision of any Liens for
the benefit of Holders as contemplated by Section 4.12) or that does not
adversely affect the legal rights hereunder of any Holder of the Note;


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

           (f) to provide for the issuance of Additional Notes in accordance
with the limitations set forth in this Indenture as of the date hereof; or

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

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

Section 9.02.        With Consent of Holders of Notes.

           Except as provided below in this Section 9.02, the Issuers and the
Trustee may amend or supplement this Indenture (including Section 3.09, 4.10 and
4.15 hereof), the Note Guarantees, the Notes and the Escrow Agreement with the
consent of the Holders of at least a majority in principal amount of the Notes
(including Additional Notes, if any) then outstanding voting as a single class
(including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof,
any existing Default or Event of Default (other than a Default or Event of
Default in the payment of the principal of, premium, if any, or interest on the
Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture, the Note
Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes (including Additional
Notes, if any) voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes). In addition, without the consent of at least 75% in aggregate principal
amount of the Notes then outstanding (including consents obtained in connection
with a tender offer or exchange offer for, or purchase of, such Notes), no
waiver or amendment to this Indenture may make any change in the provisions of
Article 10 hereof that adversely affects the rights of any Holder of Notes.
Section 2.08 hereof shall determine which Notes are considered to be
"outstanding" for purposes of this Section 9.02.

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

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

           After an amendment, supplement or waiver under this Section becomes
effective, the Issuers shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of


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the Issuers to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes (including Additional Notes,
if any) then outstanding voting as a single class may waive compliance in a
particular instance by the Issuers with any provision of this Indenture or the
Notes. However, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

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

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

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

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

           (e) make any Note payable in money other than that stated in the
Notes;

           (f) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive payments
of principal of or interest or premium or Liquidated Damages, if any, on the
Notes;

           (g) waive a redemption payment with respect to any Note (other than a
payment required by Section 4.10 or 4.15);

           (h) make any change in Section 6.04 or 6.07 hereof or in the
foregoing amendment and waiver provisions; or

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

Section 9.03.        Compliance with Trust Indenture Act.

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

Section 9.04.        Revocation and Effect of Consents.

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


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notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05.        Notation on or Exchange of Notes.

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

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

Section 9.06.        Trustee to Sign Amendments, etc.

           The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Issuers may not sign an amendment or supplemental indenture until the Board
of Directors approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon, in addition to the documents required
by Section 13.04 hereof, an Officers' Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture and that such amendment or supplement
is the legal, valid and binding obligation of the Issuers and any Guarantor,
enforceable against each of them in accordance with their terms, subject to
customary exceptions, and complies with the provisions hereof (including Section
9.03).

                                  ARTICLE 10.
                                 SUBORDINATION

Section 10.01.       Agreement to Subordinate.

           Each of the Issuers agrees, and each Holder by accepting a Note
agrees, that the Indebtedness evidenced by the Notes is subordinated in right of
payment, to the extent and in the manner provided in this Article 10, to the
prior payment in full in cash of all Senior Debt (whether outstanding on the
date hereof or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Debt.

Section 10.02.       Certain Definitions.

           "Designated Senior Debt" means (i) all Indebtedness and other
Obligations of the Issuers and the Guarantors under the Credit Agreement; and
(ii) after payment in full in cash of all Obligations under the Credit
Agreement, any other Senior Debt permitted by this Indenture to be incurred the
principal amount of which is $25.0 million or more and that has been designated
by any Issuer as "Designated Senior Debt."

           "Permitted Junior Securities" means (i) Equity Interests in any
Issuer or any Guarantor; or (ii) debt securities of any Issuer or any Guarantor
that are subordinated to all Senior Debt and any debt securities issued in
exchange for Senior Debt, in each case, to substantially the same extent as, or
to a greater extent than, the notes and the Guarantees are subordinated to
Senior Debt under this Indenture.


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<PAGE>
           "Representative" means the indenture trustee or other trustee, agent
or representative for any Senior Debt.

           "Senior Debt" means (i) all Indebtedness and other Obligations of the
Issuers and the Guarantors under the Credit Agreement; (ii) any other
Indebtedness of any Issuer or any Guarantor permitted to be incurred under the
terms of this Indenture, unless the instrument under which such Indebtedness is
incurred expressly provides that it is on a parity with or subordinated in right
of payment to the notes or any Guarantee, or that it is subordinated in right of
payment to any Senior Debt; and (iii) all Obligations with respect to the items
listed in the preceding clauses (i) and (ii). Notwithstanding anything to the
contrary in the preceding, Senior Debt will not include (w) any liability for
federal, state, local or other taxes owed or owing by any Issuer or any
Guarantor; (x) any intercompany Indebtedness of any Issuer or any of its
Subsidiaries to any Issuer or any of its Affiliates; (y) trade payables and
other Indebtedness incurred in connection with obtaining goods or services; or
(z) the portion of any Indebtedness that is incurred in violation of this
Indenture.

Section 10.03.       Liquidation; Dissolution; Bankruptcy.

           Upon any distribution to creditors of an Issuer in a liquidation or
dissolution of an Issuer or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to an Issuer or its property, in an
assignment for the benefit of creditors or any marshaling of an Issuer's assets
and liabilities:

         (i) holders of Senior Debt shall be entitled to receive payment in full
         of all Obligations due in respect of such Senior Debt (including
         interest after the commencement of any such proceeding at the rate
         specified in the applicable Senior Debt) before Holders of the Notes
         shall be entitled to receive any payment with respect to the Notes
         (except that Holders may receive (A) Permitted Junior Securities and
         (B) payments and other distributions made from any defeasance trust
         created pursuant to Section 8.01 hereof); and

         (ii) until all Obligations with respect to Senior Debt (as provided in
         clause (i) above) are paid in full, any distribution to which Holders
         would be entitled but for this Article 10 shall be made to holders of
         Senior Debt (except that Holders of Notes may receive (A) Permitted
         Junior Securities and (B) payments and other distributions made from
         any defeasance trust created pursuant to Section 8.01 hereof), as their
         interests may appear.

Section 10.04.       Default on Designated Senior Debt.

           (a) The Issuers may not make any payment or distribution to the
Trustee or any Holder in respect of Obligations with respect to the Notes and
may not acquire from the Trustee or any Holder any Notes for cash or property
(other than (A) Permitted Junior Securities and (B) payments and other
distributions made from any defeasance trust created pursuant to Section 8.01
hereof) until all principal and other Obligations with respect to the Senior
Debt have been paid in full if:

         (i) a default in the payment of any principal or other Obligations with
         respect to Designated Senior Debt occurs and is continuing beyond any
         applicable grace period in the agreement, indenture or other document
         governing such Designated Senior Debt; or

         (ii) a default, other than a payment default, on Designated Senior Debt
         occurs and is continuing that then permits holders of the Designated
         Senior Debt to accelerate its maturity and the Trustee receives a
         notice of the default (a "Payment Blockage Notice") from a Person who
         may give it pursuant to Section 10.12 hereof. If the Trustee receives
         any such Payment Blockage Notice, no subsequent Payment Blockage Notice


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         shall be effective for purposes of this Section unless and until at
         least 360 days shall have elapsed since the effectiveness of the
         immediately prior Payment Blockage Notice. No nonpayment default that
         existed or was continuing on the date of delivery of any Payment
         Blockage Notice to the Trustee shall be, or be made, the basis for a
         subsequent Payment Blockage Notice unless such default shall have been
         cured or waived for a period of not less than 180 days.

           (b) The Issuers may and shall resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:

         (i) the date upon which the default is cured or waived, or

         (ii) in the case of a default referred to in clause (ii) of Section
         10.04(a) hereof, 179 days pass after notice is received if the maturity
         of such Designated Senior Debt has not been accelerated, or

         (iii) in the case of a default referred to in clause (ii) of Section
         10.04(a) hereof, the date on which the Trustee receives notice from the
         holder of such Designated Senior Debt rescinding such Payment Blockage
         Notice,

if this Article 10 otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

Section 10.05.       Acceleration of Notes.

           If payment of the Notes is accelerated because of an Event of
Default, the Issuers shall promptly notify holders of Senior Debt of the
acceleration.

Section 10.06.       When Distribution Must Be Paid Over.

           In the event that the Trustee or any Holder receives any payment of
any Obligations with respect to the Notes at a time when the Trustee or such
Holder, as applicable, has actual knowledge that such payment is prohibited by
Section 10.04 hereof, such payment shall be held by the Trustee or such Holder,
in trust for the benefit of, and shall be paid forthwith over and delivered,
upon written request, to, the holders of Senior Debt as their interests may
appear or their Representative under the indenture or other agreement (if any)
pursuant to which Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of all Obligations with
respect to Senior Debt remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt.

           With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 10, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or any Issuer or
any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.


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Section 10.07.       Notice by Issuers.

           Each Issuer shall promptly notify the Trustee and the Paying Agent of
any facts known to such Issuer that would cause a payment of any Obligations
with respect to the Notes to violate this Article 10, but failure to give such
notice shall not affect the subordination of the Notes to the Senior Debt as
provided in this Article 10.

Section 10.08.       Subrogation.

           After all Senior Debt is paid in full and until the Notes are paid in
full, Holders shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders have been applied to the payment
of Senior Debt. A distribution made under this Article 10 to holders of Senior
Debt that otherwise would have been made to Holders is not, as between the
Issuers and Holders, a payment by the Issuers on the Notes.

Section 10.09.       Relative Rights.

           This Article 10 defines the relative rights of Holders and holders of
Senior Debt. Nothing in this Indenture shall:

         (i) impair, as between the Issuers and Holders, the obligation of the
         Issuers, which is absolute and unconditional, to pay principal of,
         premium and Liquidated Damages, if any, and interest on the Notes in
         accordance with their terms;

         (ii) affect the relative rights of Holders and creditors of the Issuers
         other than their rights in relation to holders of Senior Debt; or

         (iii) prevent the Trustee or any Holder from exercising its available
         remedies upon a Default or Event of Default, subject to the rights of
         holders and owners of Senior Debt to receive distributions and payments
         otherwise payable to Holders.

           If the Issuers fail because of this Article 10 to pay principal of,
premium and Liquidated Damages, if any, or interest on a Note on the due date,
the failure is still a Default or Event of Default.

Section 10.10.       Subordination May Not Be Impaired by Issuers.

           No right of any holder of Senior Debt to enforce the subordination of
the Indebtedness evidenced by the Notes shall be impaired by any act or failure
to act by any Issuer or any Holder or by the failure of any Issuer or any Holder
to comply with this Indenture.

Section 10.11.       Distribution or Notice to Representative.

           Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

           Upon any payment or distribution of assets of the Issuers referred to
in this Article 10, the Trustee and the Holders shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt and other Indebtedness of the


                                       68
<PAGE>
Issuers, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

Section 10.12.       Rights of Trustee and Paying Agent.

           Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article 10. Only an Issuer or a
Representative may give the notice. Nothing in this Article 10 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

           The Trustee in its individual or any other capacity may hold Senior
Debt with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights.

Section 10.13.       Authorization to Effect Subordination.

           Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

Section 10.14.       Amendments.

           The provisions of this Article 10 shall not be amended or modified
without the written consent of the holders of all Senior Debt.


                                  ARTICLE 11.
                                NOTE GUARANTEES

Section 11.01.       Guarantee.

           Subject to this Article 11, each of the Guarantors hereby, jointly
and severally, unconditionally guarantees to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Issuers hereunder or thereunder, that: (a) the principal
of and interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Issuers to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.


                                       69
<PAGE>
           The Guarantors hereby agree that their 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, the recovery of any judgment against the Issuers, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of any of the Issuers, any right to
require a proceeding first against an Issuer, protest, notice and all demands
whatsoever and covenant that this Note Guarantee shall not be discharged except
by complete performance of the obligations contained in the Notes and this
Indenture.

           If any Holder or the Trustee is required by any court or otherwise to
return to the Issuers, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Issuers or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

           Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Note Guarantee. The Guarantors shall have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Guarantee.

Section 11.02.       Subordination of Note Guarantee.

           The Obligations of each Guarantor under its Note Guarantee pursuant
to this Article 11 shall be junior and subordinated to the Senior Debt of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior
Debt of the Issuers. For the purposes of the foregoing sentence, the Trustee and
the Holders shall have the right to receive and/or retain payments by any of the
Guarantors only at such times as they may receive and/or retain payments in
respect of the Notes pursuant to this Indenture, including Article 10 hereof.

Section 11.03.       Limitation on Guarantor Liability.

           Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article 10, result
in the obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.


                                       70
<PAGE>
Section 11.04.       Execution and Delivery of Note Guarantee.

           To evidence its Note Guarantee set forth in Section 11.01, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form included in Exhibit E shall be endorsed by an Officer of such Guarantor
on each Note authenticated and delivered by the Trustee and that this Indenture
shall be executed on behalf of such Guarantor by its President or one of its
Vice Presidents.

           Each Guarantor hereby agrees that its Note 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 Note Guarantee.

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

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

           In the event that any Issuer creates or acquires any new Subsidiaries
subsequent to the date of this Indenture, if required by Section 4.24 hereof,
such Issuer shall cause such Subsidiaries to execute supplemental indentures to
this Indenture and Note Guarantees in accordance with Section 4.24 hereof and
this Article 11, to the extent applicable.

Section 11.05.       Guarantors May Consolidate, etc., on Certain Terms.

           Except as otherwise provided in Section 11.06, no Guarantor may
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person whether or not affiliated with such Guarantor
unless:

           (a) subject to Section 11.06 hereof, the Person formed by or
surviving any such consolidation or merger (if other than a Guarantor or an
Issuer) unconditionally assumes all the obligations of such Guarantor, pursuant
to a supplemental indenture in form and substance reasonably satisfactory to the
Trustee, under the Notes, the Indenture, the Registration Rights Agreement and
the Note Guarantee on the terms set forth herein or therein; and

           (b) immediately after giving effect to such transaction, no Default
or Event of Default exists.

           In case of any such consolidation, merger, sale or conveyance and
upon the assumption by the successor Person, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the
Note Guarantee endorsed upon the Notes and the due and punctual performance of
all of the covenants and conditions of this Indenture to be performed by the
Guarantor, such successor Person shall succeed to and be substituted for the
Guarantor with the same effect as if it had been named herein as a Guarantor.
Such successor Person thereupon may cause to be signed any or all of the Note
Guarantees to be endorsed upon all of the Notes issuable hereunder which
theretofore shall not have been signed by the Issuers and delivered to the
Trustee. All the Note Guarantees so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Note Guarantees theretofore
and thereafter issued in accordance with the terms of this Indenture as though
all of such Note Guarantees had been issued at the date of the execution hereof.

           Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Notes shall prevent any consolidation or merger of a Guarantor with or into any


                                       71
<PAGE>
Issuer 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 any
Issuer or another Guarantor.

Section 11.06.       Releases Following Sale of Assets.

           In the event of a sale or other disposition of all of the assets of
any Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all to the capital stock of any Guarantor, in each case to a
Person that is not (either before or after giving effect to such transactions) a
Subsidiary of an Issuer, then such Guarantor (in the event of a sale or other
disposition, by way of merger, consolidation or otherwise, of all of the capital
stock of such Guarantor) or the corporation acquiring the property (in the event
of a sale or other disposition of all or substantially all of the assets of such
Guarantor) will be released and relieved of any obligations under its Note
Guarantee; provided that the Net Proceeds of such sale or other disposition are
applied in accordance with the applicable provisions of this Indenture,
including without limitation Section 4.10 hereof. Upon delivery by such Issuer
to the Trustee of an Officers' Certificate and an Opinion of Counsel to the
effect that such sale or other disposition was made by such Issuer in accordance
with the provisions of this Indenture, including without limitation Section 4.10
hereof, the Trustee shall execute any documents reasonably required in order to
evidence the release of any Guarantor from its obligations under its Note
Guarantee.

           Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article 11.


                                  ARTICLE 12.
                           SATISFACTION AND DISCHARGE

Section 12.01.       Satisfaction and Discharge.

           This Indenture will be discharged and will cease to be of further
effect as to all Notes issued hereunder, when:

(1)      either:

         (a)      all Notes that have been authenticated (except lost, stolen or
                  destroyed Notes that have been replaced or paid and Notes for
                  whose payment money has theretofore been deposited in trust
                  and thereafter repaid to the Issuers) have been delivered to
                  the Trustee for cancellation; or

         (b)      all Notes that have not been delivered to the Trustee for
                  cancellation have become due and payable by reason of the
                  mailing of a notice of redemption or otherwise or will become
                  due and payable within one year and any Issuer or any
                  Guarantor has irrevocably deposited or caused to be deposited
                  with the Trustee as trust funds in trust solely for the
                  benefit of the Holders, cash in U.S. dollars, non-callable
                  Government Securities, or a combination thereof, in such
                  amounts as will be sufficient without consideration of any
                  reinvestment of interest, to pay and discharge the entire
                  indebtedness on the Notes not delivered to the Trustee for
                  cancellation for principal, premium and Liquidated Damages, if
                  any, and accrued interest to the date of maturity or
                  redemption;

(2)      no Default or Event of Default shall have occurred and be continuing on
         the date of such deposit or shall occur as a result of such deposit and
         such deposit will not result in a breach or violation of, or constitute


                                       72
<PAGE>
         a default under, any other instrument to which any Issuer or any
         Guarantor is a party or by which any Issuer or any Guarantor is bound;

(3)      any Issuer or any Guarantor has paid or caused to be paid all sums
         payable by it under this Indenture; and

(4)      any Issuer has delivered irrevocable instructions to the Trustee under
         this Indenture to apply the deposited money toward the payment of the
         Notes at maturity or the redemption date, as the case may be.

In addition, each of the Issuers must deliver an Officers' Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

           Notwithstanding the satisfaction and discharge of this Indenture, if
money shall have been deposited with the Trustee pursuant to subclause (b) of
clause (1) of this Section, the provisions of Section 12.02 and Section 8.06
shall survive.

Section 12.02.       Application of Trust Money.

           Subject to the provisions of Section 8.06, all money deposited with
the Trustee pursuant to Section 12.01 shall be held in trust and applied by it,
in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including an Issuer acting
as its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest for whose payment
such money has been deposited with the Trustee; but such money need not be
segregated from other funds except to the extent required by law.

           If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 12.01 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, any
Issuer's and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 12.01; provided that if the Issuers have made any payment of principal
of, premium, if any, or interest on any Notes because of the reinstatement of
their obligations, the Issuers shall be subrogated to the rights of the Holders
of such Notes to receive such payment from the money or Government Securities
held by the Trustee or Paying Agent.

                                  ARTICLE 13.
                                 MISCELLANEOUS

Section 13.01.       Trust Indenture Act Controls.

           If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by TIA ss.318(c), the imposed duties shall control.

Section 13.02.       Notices.

           Any notice or communication by any Issuer, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telex, telecopier or overnight air courier guaranteeing next day delivery, to
the others' address:

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<PAGE>
           If to any Issuer and/or any Guarantor:

           ISP Chemco Inc.
           c/o ISP Management Company, Inc.
           1361 Alps Road
           Wayne, New Jersey  07470
           Telecopier No.:  (973) 628-3229
           Attention:  General Counsel

           With a copy to:
           Weil, Gotshal & Manges LLP
           767 Fifth Avenue
           New York, New York 10153
           Telecopier No.:  (212) 310-8007
           Attention:  Michael E. Lubowitz

           If to the Trustee:

           Wilmington Trust Company
           Rodney Square North
           1100 North Market Street
           Wilmington, Delaware  19890
           Telecopier No.:  (302) 651-8882
           Attention:  Corporate Trust Division/ISP

           With a copy to:
           Winston & Strawn
           200 Park Avenue
           New York, New York  10166
           Telecopier No.:  (212) 294-4700
           Attention:  Jeffrey H. Elkin

           Any Issuer, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

           All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed (except that notices and communications to the
Trustee shall be effective only upon receipt); when answered back, if telexed;
when receipt acknowledged, if telecopied; and the next Business Day after timely
delivery to the courier, if sent by overnight air courier guaranteeing next day
delivery.

           Any notice or communication to a Holder shall be mailed by first
class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication shall also be so mailed to
any Person described in TIA ss. 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

           If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

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<PAGE>
           If any Issuer mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

Section 13.03.       Communication by Holders of Notes with Other Holders of
                     Notes.

           Holders may communicate pursuant to TIA ss. 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Issuers, the
Trustee, the Registrar and anyone else shall have the protection of TIA ss.
312(c).

Section 13.04.       Certificate and Opinion as to Conditions Precedent.

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

(a) an Officers' Certificate in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 13.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and (b) an Opinion of Counsel in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all
such conditions precedent and covenants have been satisfied.

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 a certificate
provided pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA
ss. 314(e) and shall include:

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

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

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

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

Section 13.06.       Rules by Trustee and Agents.

           The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 13.07.       No Personal Liability of Directors, Officers, Employees
                     and Stockholders.

           No past, present or future director, officer, employee, incorporator
or stockholder of any Issuer or any Guarantor, as such, shall have any liability
for any obligations of such Issuer or such Guarantor under the Notes, the Note
Guarantees, this Indenture or for any claim based on, in respect of, or by


                                       75
<PAGE>
reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

Section 13.08.       Governing Law.

           THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 13.09.       No Adverse Interpretation of Other Agreements.

           This Indenture may not be used to interpret any other indenture, loan
or debt agreement of any Issuer or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 13.10.       Successors.

           All agreements of each Issuer in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors. All agreements of each Guarantor in this Indenture shall bind
its successors, except as otherwise provided in Section 11.06.

Section 13.11.       Severability.

           In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 13.12.       Counterpart Originals.

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

Section 13.13.       Table of Contents, Headings, etc.

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


                         [Signatures on following pages]








                                       76
<PAGE>
                                   SIGNATURES

Dated as of June 27, 2001
                                   ISSUERS:

                                   ISP CHEMCO INC.
                                   ISP CHEMICALS INC.
                                   ISP MINERALS INC.
                                   ISP TECHNOLOGIES INC.

                                   By: /s/ Susan B. Yoss
                                       ----------------------------------------
                                       Name: Susan B. Yoss
                                       Title: Executive Vice President--Finance
                                              & Treasurer


                                   GUARANTORS:

                                   ISP MANAGEMENT COMPANY, INC.
                                   BLUEHALL INCORPORATED
                                   VERONA INC.
                                   ISP REAL ESTATE COMPANY, INC.
                                   ISP FREETOWN FINE CHEMICALS INC.
                                   ISP INTERNATIONAL CORP.
                                   ISP (PUERTO RICO) INC.
                                   ISP ALGINATES INC.
                                   ISP INVESTMENTS INC.
                                   ISP GLOBAL TECHNOLOGIES INC.

                                   By: /s/ Susan B. Yoss
                                       ----------------------------------------
                                       Name: Susan B. Yoss
                                       Title: Executive Vice President--Finance
                                              & Treasurer



                                   ISP MANAGEMENT LLC

                                   By:  ISP Management Company, Inc.,
                                        its Sole Member

                                   By: /s/ Susan B. Yoss
                                       ----------------------------------------
                                       Name: Susan B. Yoss
                                       Title: Executive Vice President--Finance
                                              & Treasurer




                                       77
<PAGE>
                                   ISP MINERALS LLC

                                   By:  ISP Minerals Inc., its Sole Member

                                   By: /s/ Susan B. Yoss
                                       ----------------------------------------
                                       Name: Susan B. Yoss
                                       Title: Executive Vice President--Finance
                                              & Treasurer



                                   ISP CHEMICALS LLC

                                   By:  ISP Chemicals Inc., its Sole Member

                                   By: /s/ Susan B. Yoss
                                       ----------------------------------------
                                       Name: Susan B. Yoss
                                       Title: Executive Vice President--Finance
                                              & Treasurer



                                   ISP TECHNOLOGIES LLC

                                   By:  ISP Technologies Inc., its Sole Member

                                   By: /s/ Susan B. Yoss
                                       ----------------------------------------
                                       Name: Susan B. Yoss
                                       Title: Executive Vice President--Finance
                                              & Treasurer



                                   ISP INVESTMENTS LLC

                                   By:  ISP Investments Inc., its Sole Member

                                   By: /s/ Susan B. Yoss
                                       ----------------------------------------
                                       Name: Susan B. Yoss
                                       Title: Executive Vice President--Finance
                                              & Treasurer



                                       78
<PAGE>
                                   ISP GLOBAL TECHNOLOGIES LLC

                                   By:  ISP Global Technologies Inc.,
                                        its Sole Member

                                   By: /s/ Susan B. Yoss
                                       ----------------------------------------
                                       Name: Susan B. Yoss
                                       Title: Executive Vice President--Finance
                                              & Treasurer



                                   ISP ENVIRONMENTAL SERVICES INC

                                   By: /s/ Richard A. Weinberg
                                       ----------------------------------------
                                       Name: Richard A. Weinberg
                                       Title: Secretary










                                       79
<PAGE>
                                   TRUSTEE:

                                   WILMINGTON TRUST COMPANY

                                   By: /s/ James D. Nesci
                                       ----------------------------------------
                                       Name:
                                       Title:

















                                       80
<PAGE>
                                   SCHEDULE I

                             SCHEDULE OF GUARANTORS

The following schedule lists each Guarantor under the Indenture as of the
Closing Date:


ISP Management Company, Inc.
Bluehall Incorporated
Verona Inc.
ISP Real Estate Company, Inc.
ISP Freetown Fine Chemicals Inc.
ISP International Corp.
ISP (Puerto Rico) Inc.
ISP Alginates Inc.
ISP Environmental Services Inc.
ISP Investments Inc.
ISP Global Technologies Inc.
ISP Chemicals LLC
ISP Management LLC
ISP Minerals LLC
ISP Technologies LLC
ISP Investments LLC
ISP Global Technologies LLC









                                      I-1
<PAGE>
                                                                    EXHIBIT A1

                                 [Face of Note]
--------------------------------------------------------------------------------
                                                       CUSIP/CINS ____________

          __% [Series A] [Series B] Senior Subordinated Notes due 2011

No. ___                                                          $____________

                                 ISP CHEMCO INC.
                               ISP CHEMICALS INC.
                                ISP MINERALS INC.
                              ISP TECHNOLOGIES INC.

promises to pay to
                   ------------------------------------------------------------

or registered assigns,

the principal sum of
                     ----------------------------------------------------------

Dollars on July 1, 2011.

Interest Payment Dates:  January 1 and July 1

Record Dates:  December 15 and June 15

Dated:  _______________, ____

                                           ISP CHEMCO INC.
                                           ISP CHEMICALS INC.
                                           ISP MINERALS INC.
                                           ISP TECHNOLOGIES INC.

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



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

WILMINGTON TRUST COMPANY,
  as Trustee

By:
    -------------------------------------------
             Authorized Signatory


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




                                      A1-1
<PAGE>
                                 [Back of Note]

        10 1/4% [Series A] [Series B] Senior Subordinated Notes due 2011

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

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

           1. INTEREST. Each of ISP Chemco Inc., a Delaware corporation, ISP
Chemicals Inc., a Delaware corporation, ISP Minerals Inc., a Delaware
corporation, and ISP Technologies Inc., a Delaware corporation (the "Issuers"),
promises to pay interest on the principal amount of this Note at 10 1/4% per
annum from June 27, 2001 until maturity and shall pay the Liquidated Damages
payable pursuant to Section 5 of the Registration Rights Agreement referred to
below. The Issuers will pay interest and Liquidated Damages semi-annually in
arrears on January 1 and July 1, of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each, an "Interest Payment
Date"). Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be January 1, 2002. The Issuers shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; they
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

           2. METHOD OF PAYMENT. The Issuers will pay interest on the Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the December 15 or June
15 next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium and Liquidated Damages, if
any, and interest at the office or agency of the Issuers maintained for such
purpose or, at the option of the Issuers, payment of interest and Liquidated
Damages may be made by check mailed to the Holders at their addresses set forth
in the register of Holders; provided that payment by wire transfer of
immediately available funds will be required with respect to principal of and
interest, premium and Liquidated Damages on, all Global Notes and all other
Notes the Holders of which shall have provided wire transfer instructions to the
Issuers or the Paying Agent. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

           3. PAYING AGENT AND REGISTRAR. Initially, Wilmington Trust Company,
the Trustee under the Indenture, will act as Paying Agent and Registrar. The
Issuers may change any Paying Agent or Registrar without notice to any Holder.
The Issuers or any of their Subsidiaries may act in any such capacity.

           4. INDENTURE. The Issuers issued the Notes under an Indenture dated
as of June 27, 2001 (the "Indenture") among the Issuers, the Guarantors party
thereto (the "Guarantors") and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the


                                      A1-2
<PAGE>
Trust Indenture Act of 1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of
the Indenture shall govern and be controlling. The Notes are obligations of each
of the Issuers unlimited in aggregate principal amount.

           5. OPTIONAL REDEMPTION.

           (a) Except as set forth in clause (b) of this Paragraph 5, the
Issuers shall not have the option to redeem the Notes pursuant to this Paragraph
5 prior to July 1, 2006. Thereafter, the Issuers may redeem all or a part of the
notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, on the notes
redeemed, to the applicable redemption date, if redeemed during the twelve-month
period beginning on July 1 of the years indicated below:

         Year                                               Percentage
         ----                                               ----------

         2006............................................     105.125%
         2007............................................     103.416%
         2008............................................     101.708%
         2009 and thereafter.............................     100.000%

           (b) Notwithstanding the provisions of clause (a) of this Paragraph 5,
at any time prior to July 1, 2004, the Issuers may on any one or more occasions
redeem up to 35% of the aggregate principal amount of notes originally issued
under the Indenture at a redemption price of 110.25% of the principal amount,
plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that (1) at least 65% of the aggregate principal amount of notes
originally issued under the Indenture remains outstanding immediately after the
occurrence of such redemption (excluding notes held by the Issuers and its
Affiliates); and (2) notice of the redemption is given within 30 days of the
date of the closing of such Equity Offering.

           6. MANDATORY REDEMPTION.

           Except as set forth in paragraph 7 below, the Issuers shall not be
required to make mandatory redemption or sinking fund payments with respect to
the Notes.

           7. REPURCHASE AT OPTION HOLDER.

           (a) Upon the occurrence of a Change of Control, the Issuers shall be
required to make an offer (a "Change of Control Offer") to each Holder to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
each Holder's Notes (other than Notes previously called for redemption) at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if any, on the Notes
repurchased to the date of purchase (the "Change of Control Payment"). Within 30
days following any Change of Control, the Issuers shall mail a notice to each
Holder setting forth the procedures governing the Change of Control Offer as
required by the Indenture.

           (b) If an Issuer or a Restricted Subsidiary consummates any Asset
Sales, when the aggregate amount of Excess Proceeds exceeds $5 million, the
Issuers shall commence an offer to all Holders of Notes (an "Asset Sale Offer")
pursuant to Section 3.09 of the Indenture to purchase the maximum principal
amount of Notes (including any Additional Notes) that may be purchased out of
the Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated Damages


                                      A1-3
<PAGE>
thereon, if any, to the date fixed for the closing of such offer, in accordance
with the procedures set forth in the Indenture. To the extent that the aggregate
amount of Notes (including any Additional Notes) tendered pursuant to an Asset
Sale Offer is less than the Excess Proceeds, such Issuer (or such Restricted
Subsidiary) may use such deficiency for general corporate purposes. If the
aggregate principal amount of Notes surrendered by Holders thereof exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on
a pro rata basis. Holders of Notes that are the subject of an offer to purchase
will receive an Asset Sale Offer from the Issuers prior to any related purchase
date and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.

           8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest and Liquidated Damages, if any ceases to
accrue on Notes or portions thereof called for redemption.

           9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Issuers may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Issuers need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Issuers
need not exchange or register the transfer of any Notes during a period
beginning at the opening of business 15 days before the day of a selection of
Notes to be redeemed and ending at the close of business on the day of selection
or during the period between a record date and the next succeeding Interest
Payment Date.

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

           11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Note Guarantees or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the then outstanding Notes and Additional Notes, if any, voting as a single
class, and any existing default or compliance with any provision of the
Indenture, the Note Guarantees or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding Notes and
Additional Notes, if any, voting as a single class. Without the consent of any
Holder of a Note, the Indenture, the Note Guarantees or the Notes may be amended
or supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of an Issuer's or Guarantor's obligations to Holders
of the Notes in case of a merger or consolidation, to make any change that would
provide any additional rights or benefits to the Holders of the Notes or that
does not adversely affect the legal rights under the Indenture of any such
Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, to
provide for the issuance of Additional Notes in accordance with the limitations
set forth in the Indenture, or to allow any Guarantor to execute a supplemental
indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

           12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for
30 days in the payment when due of interest or Liquidated Damages on the Notes
whether or not prohibited by Article 10 of the Indenture; (ii) default in


                                      A1-4
<PAGE>
payment when due of principal of or premium, if any, on the Notes whether or not
prohibited by Article 10 of the Indenture when the same becomes due and payable
at maturity, upon redemption (including in connection with an offer to purchase)
or otherwise, (iii) failure by the Issuers to comply with Section 4.10, 4.15 or
5.01 of the Indenture (unless such provisions are not at the time applicable
pursuant to Section 4.20 of the Indenture); (iv) failure for 30 days by the
Issuers to comply with Section 4.07 or 4.09 of the Indenture (unless such
provisions are not at the time applicable pursuant to Section 4.20 of the
Indenture); (v) failure by the Issuers for 60 days after notice to the Issuers
by the Trustee or the Holders of at least 25% in principal amount of the Notes
(including Additional Notes, if any) then outstanding voting as a single class
to comply with certain other agreements in the Indenture or the Notes; (vi)
default under certain other agreements relating to Indebtedness of the Issuers
which default results in the acceleration of such Indebtedness prior to its
express maturity; (vii) certain final judgments for the payment of money that
remain undischarged for a period of 60 days; (viii) certain events of bankruptcy
or insolvency with respect to any Issuer or any of its Restricted Subsidiaries;
(ix) except as permitted by the Indenture, any Note Guarantee shall be held in
any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor or any Person acting on
its behalf shall deny or disaffirm its obligations under such Guarantor's Note
Guarantee; and (x) failure by the Issuers to place the amount contemplated in
Section 4.21 of the Indenture into the Escrow Account on the Closing Date; or
failure by ISP to retire the 2002 Notes on or prior to February 15, 2002. If any
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all the
Notes to be due and payable. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or notice.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest on, or the principal of, the Notes.
The Issuers are required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Issuers are required upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.

           13. SUBORDINATION. Payment of principal, interest and premium and
Liquidated Damages, if any, on the Notes is subordinated to the prior payment of
Senior Debt on the terms provided in the Indenture.

           14. TRUSTEE DEALINGS WITH ISSUERS. The Trustee, in its individual or
any other capacity, may become the owner or pledgee of Notes, and may otherwise
deal with the Issuers or their Affiliates, as if it were not the Trustee.
However, in the event that the Trustee acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee or resign.

           15. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator or stockholder of any of the Issuers or any of
the Guarantors, as such, shall have any liability for any obligations of such
Issuer or such Guarantor under the Notes, the Note Guarantees or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

                                      A1-5
<PAGE>
           16. AUTHENTICATION. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

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

           18. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the A/B Exchange
Registration Rights Agreement dated as of June 27, 2001, among the Issuers, the
Guarantors and the other parties named on the signature pages thereof or, in the
case of Additional Notes, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have the rights set forth in one or more registration
rights agreements, if any, among the Issuers, the Guarantors and the other
parties thereto, relating to rights given by the Issuers to the purchasers of
any Additional Notes (collectively, the "Registration Rights Agreement").

           19. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

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

ISP Chemco Inc.
c/o ISP Management Company, Inc.
1361 Alps Road
Wayne, New Jersey 07470
Attention:  General Counsel



                                      A1-6
<PAGE>
                                 ASSIGNMENT FORM

           To assign this Note, fill in the form below:

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

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

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

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

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

and irrevocably appoint
                        -------------------------------------------------------
to transfer this Note on the books of the Issuers. The agent may substitute
another to act for him.

Date:  _______________

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

Signature Guarantee*:  _________________________

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



                                      A1-7
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

           If you want to elect to have this Note purchased by the Issuers
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

                      - Section 4.10    - Section 4.15

           If you want to elect to have only part of the Note purchased by the
Issuers pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                                           $---------------

Date:  _______________

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

                                    Tax Identification No.:
                                                            -------------------

Signature Guarantee*:  _________________________

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





                                      A1-8
<PAGE>
             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*


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

<TABLE>
<S>                      <C>                        <C>                       <C>
                                                                         Principal Amount of this
                    Amount of decrease in      Amount of increase in       Global Note following     Signature of authorized
                     Principal Amount of        Principal Amount of            such decrease          officer of Trustee or
Date of Exchange      this Global Note            this Global Note             (or increase)                Custodian
----------------      ----------------            ----------------             -------------                ---------


</TABLE>















* This schedule should be included only if the Note is issued in global form.


                                      A1-9
<PAGE>
                                                                   EXHIBIT A2

                  [Face of Regulation S Temporary Global Note]
--------------------------------------------------------------------------------
                                                         CUSIP/CINS __________

         ____% [Series A] [Series B] Senior Subordinated Notes due 2011

No. ___                                                            $__________

                                 ISP CHEMCO INC.
                               ISP CHEMICALS INC.
                                ISP MINERALS INC.
                              ISP TECHNOLOGIES INC.

promises to pay to
                   ------------------------------------------------------------

or registered assigns,

the principal sum of
                     ----------------------------------------------------------

Dollars on July 1, 2011.

Interest Payment Dates:  January 1 and July 1

Record Dates:  December 15 and June 15

Dated:  _______________, ____

                                             ISP CHEMCO INC.
                                             ISP CHEMICALS INC.
                                             ISP MINERALS INC.
                                             ISP TECHNOLOGIES INC.

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



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

WILMINGTON TRUST COMPANY,
  as Trustee


By:
     ----------------------------------------------------
                    Authorized Signatory

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



                                      A2-1
<PAGE>
                  [Back of Regulation S Temporary Global Note]

        10 1/4% [Series A] [Series B] Senior Subordinated Notes due 2011

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

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE ISSUERS OR THEIR
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY
MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED
STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(c) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES
ACT, (d) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501
(a)(1), (2), (3) OR (7) OF THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED
INVESTOR")) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE REGISTRAR A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN
BE OBTAINED FROM THE REGISTRAR) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL
ACCEPTABLE TO THE ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE


                                      A2-2
<PAGE>
ISSUERS SO REQUEST), (2) TO ANY ISSUER OR (3) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
RESTRICTIONS SET FORTH IN (A) ABOVE.

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

           1. INTEREST. Each of ISP Chemco Inc., a Delaware corporation, ISP
Chemicals Inc., a Delaware corporation, ISP Minerals Inc., a Delaware
corporation, and ISP Technologies Inc., a Delaware corporation (the "Issuers"),
promises to pay interest on the principal amount of this Note at 10 1/4% per
annum from June 27, 2001 until maturity and shall pay the Liquidated Damages
payable pursuant to Section 5 of the Registration Rights Agreement referred to
below. The Issuers will pay interest and Liquidated Damages semi-annually in
arrears on January 1 and July 1 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each, an "Interest Payment
Date"). Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be January 1, 2002. The Issuers shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; they
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

           Until this Regulation S Temporary Global Note is exchanged for one or
more Regulation S Permanent Global Notes, the Holder hereof shall not be
entitled to receive payments of interest hereon; until so exchanged in full,
this Regulation S Temporary Global Note shall in all other respects be entitled
to the same benefits as other Notes under the Indenture.

           2. METHOD OF PAYMENT. The Issuers will pay interest on the Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the December 15 or June
15 next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium, interest and Liquidated
Damages, if any, at the office or agency of the Issuers maintained for such
purpose, or, at the option of the Issuers, payment of interest and Liquidated
Damages may be made by check mailed to the Holders at their addresses set forth
in the register of Holders; provided that payment by wire transfer of
immediately available funds will be required with respect to principal of and
interest, premium and Liquidated Damages on, all Global Notes and all other
Notes the Holders of which shall have provided wire transfer instructions to the
Issuers or the Paying Agent. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.


                                      A2-3
<PAGE>
           3. PAYING AGENT AND REGISTRAR. Initially, Wilmington Trust Company,
the Trustee under the Indenture, will act as Paying Agent and Registrar. The
Issuers may change any Paying Agent or Registrar without notice to any Holder.
The Issuers or any of its Subsidiaries may act in any such capacity.

           4. INDENTURE. The Issuers issued the Notes under an Indenture dated
as of June 27, 2001 (the "Indenture") among the Issuers, the Guarantors and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of each of the Issuers unlimited in
aggregate principal amount.

           5. OPTIONAL REDEMPTION.

           (a) Except as set forth in clause (b) of this Paragraph 5, the
Issuers shall not have the option to redeem the Notes pursuant to this Paragraph
5 prior to July 1, 2006. Thereafter, the Issuers may redeem all or a part of the
notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, on the notes
redeemed, to the applicable redemption date, if redeemed during the twelve-month
period beginning on July 1 of the years indicated below:

         Year                                              Percentage
         ----                                              ----------

         2006...........................................     105.125%
         2007...........................................     103.416%
         2008...........................................     101.708%
         2009 and thereafter............................     100.000%

           (b) Notwithstanding the provisions of clause (a) of this Paragraph 5,
at any time prior to July 1, 2004, the Issuers may on any one or more occasions
redeem up to 35% of the aggregate principal amount of notes originally issued
under the Indenture at a redemption price of 110.25% of the principal amount,
plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that (1) at least 65% of the aggregate principal amount of notes
originally issued under the Indenture remains outstanding immediately after the
occurrence of such redemption (excluding notes held by the Issuers and its
Affiliates); and (2) notice of the redemption is given within 30 days of the
date of the closing of such Equity Offering.

           6. MANDATORY REDEMPTION.

           Except as set forth in paragraph 7 below, the Issuers shall not be
required to make mandatory redemption or sinking fund payments with respect to
the Notes.

           7. REPURCHASE AT OPTION OF HOLDER.

           (a) Upon the occurrence of a Change of Control, the Issuers shall be
required to make an offer (a "Change of Control Offer") to each Holder to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
each Holder's Notes (other than Notes previously called for redemption) at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if any, on the Notes
repurchased to the date of purchase (the "Change of Control Payment"). Within 30
days following any Change of Control, the Issuers shall mail a notice to each


                                      A2-4
<PAGE>
Holder setting forth the procedures governing the Change of Control Offer as
required by the Indenture.

           (b) If an Issuer or a Restricted Subsidiary consummates any Asset
Sales, when the aggregate amount of Excess Proceeds exceeds $5 million, the
Issuers shall commence an offer to all Holders of Notes (an "Asset Sale Offer")
pursuant to Section 3.09 of the Indenture to purchase the maximum principal
amount of Notes (including any Additional Notes) that may be purchased out of
the Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date fixed for the closing of such offer, in accordance
with the procedures set forth in the Indenture. To the extent that the aggregate
amount of Notes (including any Additional Notes) tendered pursuant to an Asset
Sale Offer is less than the Excess Proceeds, such Issuer (or such Restricted
Subsidiary) may use such deficiency for general corporate purposes. If the
aggregate principal amount of Notes surrendered by Holders thereof exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on
a pro rata basis. Holders of Notes that are the subject of an offer to purchase
will receive an Asset Sale Offer from the Issuers prior to any related purchase
date and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.

           8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest and Liquidated Damages, if any, ceases to
accrue on Notes or portions thereof called for redemption.

           9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Issuers may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Issuers need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Issuers
need not exchange or register the transfer of any Notes during a period
beginning at the opening of business 15 days before the day of a selection of
Notes to be redeemed and ending at the close of business on the day of selection
or during the period between a record date and the next succeeding Interest
Payment Date.

           This Regulation S Temporary Global Note is exchangeable in whole or
in part for one or more Global Notes only (i) on or after the termination of the
40-day restricted period (as defined in Regulation S) and (ii) upon presentation
of certificates (accompanied by an Opinion of Counsel, if applicable) required
by Article 2 of the Indenture. Upon exchange of this Regulation S Temporary
Global Note for one or more Global Notes, the Trustee shall cancel this
Regulation S Temporary Global Note.

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

           11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Note Guarantees or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the then outstanding Notes and Additional Notes, if any, voting as a single
class, and any existing default or compliance with any provision of the
Indenture, the Note Guarantees or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding Notes and


                                      A2-5
<PAGE>
Additional Notes, if any, voting as a single class. Without the consent of any
Holder of a Note, the Indenture, the Note Guarantees or the Notes may be amended
or supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of an Issuer's or Guarantor's obligations to Holders
of the Notes in case of a merger or consolidation, to make any change that would
provide any additional rights or benefits to the Holders of the Notes or that
does not adversely affect the legal rights under the Indenture of any such
Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, to
provide for the issuance of Additional Notes in accordance with the limitations
set forth in the Indenture, or to allow any Guarantor to execute a supplemental
indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

           12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for
30 days in the payment when due of interest or Liquidated Damages on the Notes
whether or not prohibited by Article 10 of the Indenture; (ii) default in
payment when due of principal of or premium, if any, on the Notes whether or not
prohibited by Article 10 of the Indenture when the same becomes due and payable
at maturity, upon redemption (including in connection with an offer to purchase)
or otherwise, (iii) failure by the Issuers to comply with Section 4.10, 4.15 or
5.01 of the Indenture (unless such provisions are not at the time applicable
pursuant to Section 4.20 of the Indenture); (iv) failure for 30 days by the
Issuers to comply with Section 4.07 or 4.09 of the Indenture (unless such
provisions are not at the time applicable pursuant to Section 4.20 of the
Indenture); (v) failure by the Issuers for 60 days after notice to the Issuers
by the Trustee or the Holders of at least 25% in principal amount of the Notes
(including Additional Notes, if any) then outstanding voting as a single class
to comply with certain other agreements in the Indenture or the Notes; (vi)
default under certain other agreements relating to Indebtedness of the Issuers
which default results in the acceleration of such Indebtedness prior to its
express maturity; (vii) certain final judgments for the payment of money that
remain undischarged for a period of 60 days; (viii) certain events of bankruptcy
or insolvency with respect to any Issuer or any of its Restricted Subsidiaries;
(ix) except as permitted by the Indenture, any Note Guarantee shall be held in
any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor or any Person acting on
its behalf shall deny or disaffirm its obligations under such Guarantor's Note
Guarantee; and (x) failure by the Issuers to place the amount contemplated in
Section 4.21 of the Indenture into the Escrow Account on the Closing Date; or
failure by ISP to retire the 2002 Notes on or prior to February 15, 2002.. If
any Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all the
Notes to be due and payable. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or notice.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest on, or the principal of, the Notes.
The Issuers are required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Issuers are required upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.


                                      A2-6
<PAGE>
           13. SUBORDINATION. Payment of principal, interest and premium and
Liquidated Damages, if any, on the Notes is subordinated to the prior payment of
Senior Debt on the terms provided in the Indenture.

           14. TRUSTEE DEALINGS WITH ISSUERS. The Trustee, in its individual or
any other capacity, may become the owner or pledgee of the Notes and may
otherwise deal with the Issuers or their Affiliates, as if it were not the
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign.

           15. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator or stockholder of any of the Issuers or any of
the Guarantors, as such, shall have any liability for any obligations of such
Issuer or such Guarantor under the Notes, the Note Guarantees or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

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

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

           18. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the A/B Exchange
Registration Rights Agreement dated as of June 27, 2001, among the Issuers, the
Guarantors and the other parties named on the signature pages thereof or, in the
case of Additional Notes, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have the rights set forth in one or more registration
rights agreements, if any, among the Issuers, the Guarantors and the other
parties thereto, relating to rights given by the Issuers to the purchasers of
any Additional Notes (collectively, the "Registration Rights Agreement").

           19. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

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

ISP Chemco Inc.
c/o ISP Management Company, Inc.
1361 Alps Road
Wayne, New Jersey 07470
Attention:  General Counsel


                                      A2-7
<PAGE>
                                 ASSIGNMENT FORM

           To assign this Note, fill in the form below:

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

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

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

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

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


and irrevocably appoint
                        -------------------------------------------------------
to transfer this Note on the books of the Issuers. The agent may substitute
another to act for him.

Date:  _______________

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

Signature Guarantee*:  _________________________

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


                                      A2-8
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

           If you want to elect to have this Note purchased by the Issuers
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

                       - Section 4.10    - Section 4.15

           If you want to elect to have only part of the Note purchased by the
Issuers pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                $---------------

Date:  _______________

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

                                   Tax Identification No.:
                                                           --------------------

Signature Guarantee*:  _________________________

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








                                      A2-9
<PAGE>
           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE


           The following exchanges of a part of this Regulation S Temporary
Global Note for an interest in another Global Note, or of other Restricted
Global Notes for an interest in this Regulation S Temporary Global Note, have
been made:

<TABLE>
<S>                      <C>                         <C>                       <C>
                                                                          Principal Amount of this
                     Amount of decrease in      Amount of increase in       Global Note following     Signature of authorized
                      Principal Amount of        Principal Amount of            such decrease          officer of Trustee or
 Date of Exchange      this Global Note            this Global Note             (or increase)                Custodian
 ----------------      ----------------            ----------------             -------------                ---------

</TABLE>
















                                     A2-10
<PAGE>
                                                                     EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

ISP Chemco Inc.
c/o ISP Management Company, Inc.
1361 Alps Road
Wayne, New Jersey 07470
Attention:  General Counsel

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention:  Corporate Trust Division

           Re:  10 1/4% Senior Subordinated Notes due 2011

           Reference is hereby made to the Indenture, dated as of June 27, 2001
(the "Indenture"), among ISP Chemco Inc., ISP Chemicals Inc., ISP Minerals Inc.
and ISP Technologies Inc., as issuers (the "Issuers"), the Guarantors listed on
Schedule I thereto, as guarantors (the "Guarantors") and Wilmington Trust
Company, as trustee. Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.

           ___________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

           1. CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

           2. CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE TEMPORARY REGULATION S GLOBAL NOTE, THE REGULATION S GLOBAL NOTE OR A
DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a Person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities


                                      B-1
<PAGE>
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note, the
Temporary Regulation S Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

           3. CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                  (a) such Transfer is being effected pursuant to and in
                  accordance with Rule 144 under the Securities Act;

                                       or

                  (b) such Transfer is being effected to an Issuer or a
                  subsidiary thereof;

                                       or

                  (c) such Transfer is being effected pursuant to an effective
                  registration statement under the Securities Act and in
                  compliance with the prospectus delivery requirements of the
                  Securities Act;

                                       or

                  (d) such Transfer is being effected to an Institutional
                  Accredited Investor and pursuant to an exemption from the
                  registration requirements of the Securities Act other than
                  Rule 144A, Rule 144 or Rule 904, and the Transferor hereby
                  further certifies that it has not engaged in any general
                  solicitation within the meaning of Regulation D under the
                  Securities Act and the Transfer complies with the transfer
                  restrictions applicable to beneficial interests in a
                  Restricted Global Note or Restricted Definitive Notes and the
                  requirements of the exemption claimed, which certification is
                  supported by (1) a certificate executed by the Transferee in
                  the form of Exhibit D to the Indenture and (2) if such
                  Transfer is in respect of a principal amount of Notes at the
                  time of transfer of less than $250,000, an Opinion of Counsel
                  provided by the Transferor or the Transferee (a copy of which
                  the Transferor has attached to this certification), to the
                  effect that such Transfer is in compliance with the Securities
                  Act. Upon consummation of the proposed transfer in accordance
                  with the terms of the Indenture, the transferred beneficial
                  interest or Definitive Note will be subject to the
                  restrictions on transfer enumerated in the Private Placement
                  Legend printed on the IAI Global Note and/or the Definitive
                  Notes and in the Indenture and the Securities Act.

           4. CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.


                                      B-2
<PAGE>
           (a) CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

           (b) CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

           (c) CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

           This certificate and the statements contained herein are made for
your benefit and the benefit of the Issuers.

                                                   ---------------------------
                                                   [Insert Name of Transferor]


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

           Dated:  _______________________



                                      B-3
<PAGE>
                       ANNEX A TO CERTIFICATE OF TRANSFER

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

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

                  (a) a beneficial interest in the:

                           (i)      144A Global Note (CUSIP _________), or

                           (ii)     Regulation S Global Note (CUSIP _________),
                                    or

                           (iii)    IAI Global Note (CUSIP _________); or

                  (b)      a Restricted Definitive Note.


         2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                  (a)      a beneficial interest in the:

                           (i)      144A Global Note (CUSIP _________), or

                           (ii)     Regulation S Global Note (CUSIP _________),
                                    or

                           (iii)    IAI Global Note (CUSIP _________); or

                           (iv)     Unrestricted Global Note (CUSIP _________);
                                    or

                  (b)      a Restricted Definitive Note; or

                  (c)      an Unrestricted Definitive Note,

                           in accordance with the terms of the Indenture.




                                      B-4
<PAGE>
                                                                     EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

ISP Chemco Inc.
c/o ISP Management Company, Inc..
1361 Alps Road
Wayne, New Jersey 07470
Attention:  General Counsel

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention:  Corporate Trust Division

           Re:  10 1/4% Senior Subordinated Notes due 2011

                              (CUSIP ____________)

Reference is hereby made to the Indenture, dated as of June 27, 2001 (the
"Indenture"), among ISP Chemco Inc., ISP Chemicals Inc., ISP Minerals Inc. and
ISP Technologies Inc., as issuers (the "Issuers"), the Guarantors listed on
Schedule I thereto, as guarantors (the "Guarantors") and Wilmington Trust
Company, as trustee. Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.

           __________________________, (the "Owner") owns and proposes to
exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount of $____________ in such Note[s] or interests (the "Exchange").
In connection with the Exchange, the Owner hereby certifies that:

           1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

           (a) CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

           (b) CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the


                                      C-1
<PAGE>
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

           (c) CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

           (d) CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

           2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

           (a) CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

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

           This certificate and the statements contained herein are made for
your benefit and the benefit of the Issuers.


                                      C-2
<PAGE>
                                                   ---------------------------
                                                   [Insert Name of Transferor]


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

Dated:  ______________________



















                                      C-3
<PAGE>
                                                                     EXHIBIT D
                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

ISP Chemco Inc.
c/o ISP Management Company, Inc.
1361 Alps Road
Wayne, New Jersey 07470
Attention:  General Counsel

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware  19890
Attention: Corporate Trust Division

           Re:  10 1/4% Senior Subordinated Notes due 2011

Reference is hereby made to the Indenture, dated as of June 27, 2001 (the
"Indenture"), among ISP Chemco Inc., ISP Chemicals Inc., ISP Minerals Inc. and
ISP Technologies Inc., as issuers (the "Issuers"), the Guarantors listed on
Schedule I thereto, as guarantors (the "Guarantors") and Wilmington Trust
Company, as trustee. Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture

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

         (a)      a beneficial interest in a Global Note, or

         (b)      a Definitive Note,

           we confirm that:

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

           2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Issuers or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Issuers a signed letter
substantially in the form of this letter and , if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Issuers to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or


                                      D-1
<PAGE>
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any Person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

           3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Issuers such certifications, legal opinions and other information as you and the
Issuers may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

           4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

           5. We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

           You and the Issuers are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                          ------------------------------------
                                          [Insert Name of Accredited Investor]


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

Dated:  _______________________










                                      D-2
<PAGE>
                                                                     EXHIBIT E

                         [FORM OF NOTATION OF GUARANTEE]

           For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of June 27, 2001 (the "Indenture") among
ISP Chemco Inc., ISP Chemicals Inc., ISP Minerals Inc. and ISP Technologies
Inc., as issuers (the "Issuers"), the Guarantors listed on Schedule I thereto
and Wilmington Trust Company, as trustee (the "Trustee"), (a) the due and
punctual payment of the principal of, premium, if any, and interest on the Notes
(as defined in the Indenture), whether at maturity, by acceleration, redemption
or otherwise, the due and punctual payment of interest on overdue principal and
premium, if any, and, to the extent permitted by law, interest, and the due and
punctual performance of all other obligations of the Issuers to the Holders or
the Trustee all in accordance with the terms of the Indenture and (b) in case of
any extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Note Guarantee and the
Indenture are expressly set forth in Article 11 of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Note Guarantee. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to this Note Guarantee and the Indenture are junior and subordinated in
right of payment in the manner and to the extent set forth in the Indenture to
the prior payment in full of all of the Guarantors' Senior Debt. This Note
Guarantee is subject to release as and to the extent set forth in Sections 11.05
and 11.06 of the Indenture. Each Holder of a Note, by accepting the same, (a)
agrees to and shall be bound by such provisions, (b) authorizes and directs the
Trustee, on behalf of such Holder, to take such action as may be necessary or
appropriate to effectuate the subordination as provided in the Indenture and (c)
appoints the Trustee attorney-in-fact of such Holder for such purpose; provided,
however, that the Indebtedness evidenced by this Note Guarantee shall cease to
be so subordinated and subject in right of payment upon any defeasance of this
Note in accordance with the provisions of the Indenture.



                                     [NAME OF GUARANTOR(S)]

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


                                      E-1
<PAGE>
                                                                     EXHIBIT F

                         [FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

           SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of ISP Chemco Inc. (or its permitted successor), a Delaware
corporation (the "Company"), the Company, ISP Chemicals Inc., ISP Minerals Inc.,
ISP Technologies Inc. (collectively with the Company, the "Issuers"), the other
Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust
Company, as trustee under the indenture referred to below (the "Trustee").

                               W I T N E S S E T H

           WHEREAS, the Issuers have heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of June 27, 2001 providing for
the issuance of 10 1/4% Senior Subordinated Notes due 2011 (the "Notes");

           WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Issuers' Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

           WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

           NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

           1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

           2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees
as follows:

                     (a) Along with all Guarantors named in the Indenture, to
           jointly and severally Guarantee to each Holder of a Note
           authenticated and delivered by the Trustee and to the Trustee and its
           successors and assigns, the Notes or the obligations of the Issuers
           hereunder or thereunder, that:

                               (i) the principal of and interest on the Notes
                    will be promptly paid in full when due, whether at maturity,
                    by acceleration, redemption or otherwise, and interest on
                    the overdue principal of and interest on the Notes, if any,
                    if lawful, and all other obligations of the Issuers to the
                    Holders or the Trustee hereunder or thereunder will be
                    promptly paid in full or performed, all in accordance with
                    the terms hereof and thereof; and

                               (ii) in case of any extension of time of payment
                    or renewal of any Notes or any of such other obligations,
                    that same will be promptly paid in full when due or
                    performed in accordance with the terms of the extension or
                    renewal, whether at stated maturity, by acceleration or
                    otherwise. Failing payment when due of any amount so


                                      F-1
<PAGE>
                    guaranteed or any performance so guaranteed for whatever
                    reason, the Guarantors shall be jointly and severally
                    obligated to pay the same immediately.

                     (b) The obligations hereunder shall be unconditional,
           irrespective of the validity, regularity or enforceability of the
           Notes or the Indenture, the absence of any action to enforce the
           same, any waiver or consent by any Holder of the Notes with respect
           to any provisions hereof or thereof, the recovery of any judgment
           against the Issuers, any action to enforce the same or any other
           circumstance which might otherwise constitute a legal or equitable
           discharge or defense of a guarantor.

                     (c) The following is hereby waived: diligence presentment,
           demand of payment, filing of claims with a court in the event of
           insolvency or bankruptcy of any Issuer, any right to require a
           proceeding first against an Issuer, protest, notice and all demands
           whatsoever.

                     (d) This Note Guarantee shall not be discharged except by
           complete performance of the obligations contained in the Notes and
           the Indenture, and the Guaranteeing Subsidiary accepts all
           obligations of a Guarantor under the Indenture.

                     (e) If any Holder or the Trustee is required by any court
           or otherwise to return to the Issuers, the Guarantors, or any
           Custodian, Trustee, liquidator or other similar official acting in
           relation to either the Issuers or the Guarantors, any amount paid by
           either to the Trustee or such Holder, this Note Guarantee, to the
           extent theretofore discharged, shall be reinstated in full force and
           effect.

                     (f) The Guaranteeing Subsidiary shall not be entitled to
           any right of subrogation in relation to the Holders in respect of any
           obligations guaranteed hereby until payment in full of all
           obligations guaranteed hereby.

                     (g) As between the Guarantors, on the one hand, and the
           Holders and the Trustee, on the other hand, (x) the maturity of the
           obligations guaranteed hereby may be accelerated as provided in
           Article 6 of the Indenture for the purposes of this Note Guarantee,
           notwithstanding any stay, injunction or other prohibition preventing
           such acceleration in respect of the obligations guaranteed hereby,
           and (y) in the event of any declaration of acceleration of such
           obligations as provided in Article 6 of the Indenture, such
           obligations (whether or not due and payable) shall forthwith become
           due and payable by the Guarantors for the purpose of this Note
           Guarantee.

                     (h) The Guarantors shall have the right to seek
           contribution from any non-paying Guarantor so long as the exercise of
           such right does not impair the rights of the Holders under the
           Guarantee.

                     (i) Pursuant to Section 10.02 of the Indenture, after
           giving effect to any maximum amount and any other contingent and
           fixed liabilities that are relevant under any applicable Bankruptcy
           or fraudulent conveyance laws, and after giving effect to any
           collections from, rights to receive contribution from or payments
           made by or on behalf of any other Guarantor in respect of the
           obligations of such other Guarantor under Article 10 of the
           Indenture, this new Note Guarantee shall be limited to the maximum
           amount permissible such that the obligations of such Guarantor under
           this Note Guarantee will not constitute a fraudulent transfer or
           conveyance.

           3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that
the Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.


                                      F-2
<PAGE>
           4. GUARANTEEING SUBSIDIARY mAY CONSOLIDATE, eTC. ON CERTAIN TERMS.

                     (a) The Guaranteeing Subsidiary may not consolidate with or
           merge with or into (whether or not such Guarantor is the surviving
           Person) another corporation, Person or entity whether or not
           affiliated with such Guarantor unless:

                               (i) subject to Sections 10.04 and 10.05 of the
                    Indenture, the Person formed by or surviving any such
                    consolidation or merger (if other than a Guarantor or an
                    Issuer) unconditionally assumes all the obligations of such
                    Guarantor, pursuant to a supplemental indenture in form and
                    substance reasonably satisfactory to the Trustee, under the
                    Notes, the Indenture and the Note Guarantee on the terms set
                    forth herein or therein; and

                               (ii) immediately after giving effect to such
                    transaction, no Default or Event of Default exists.

                     (b) In case of any such consolidation, merger, sale or
           conveyance and upon the assumption by the successor corporation, by
           supplemental indenture, executed and delivered to the Trustee and
           satisfactory in form to the Trustee, of the Note Guarantee endorsed
           upon the Notes and the due and punctual performance of all of the
           covenants and conditions of the Indenture to be performed by the
           Guarantor, such successor corporation shall succeed to and be
           substituted for the Guarantor with the same effect as if it had been
           named herein as a Guarantor. Such successor corporation thereupon may
           cause to be signed any or all of the Note Guarantees to be endorsed
           upon all of the Notes issuable hereunder which theretofore shall not
           have been signed by the Issuers and delivered to the Trustee. All the
           Note Guarantees so issued shall in all respects have the same legal
           rank and benefit under the Indenture as the Note Guarantees
           theretofore and thereafter issued in accordance with the terms of the
           Indenture as though all of such Note Guarantees had been issued at
           the date of the execution hereof.

                     (c) Except as set forth in Articles 4 and 5 and Section
           11.06 of Article 11 of the Indenture, and notwithstanding clauses (a)
           and (b) above, nothing contained in the Indenture or in any of the
           Notes shall prevent any consolidation or merger of a Guarantor with
           or into an Issuer 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 an Issuer or another Guarantor.

           5. RELEASES.

                     (a) In the event of a sale or other disposition of all of
           the assets of any Guarantor, by way of merger, consolidation or
           otherwise, or a sale or other disposition of all to the capital stock
           of any Guarantor, in each case to a Person that is not (either before
           or after giving effect to such transaction) a Restricted Subsidiary
           of an Issuer, then such Guarantor (in the event of a sale or other
           disposition, by way of merger, consolidation or otherwise, of all of
           the capital stock of such Guarantor) or the corporation acquiring the
           property (in the event of a sale or other disposition of all or
           substantially all of the assets of such Guarantor) will be released
           and relieved of any obligations under its Note Guarantee; provided
           that the Net Proceeds of such sale or other disposition are applied
           in accordance with the applicable provisions of the Indenture,
           including without limitation Section 4.10 of the Indenture. Upon
           delivery by the Issuers to the Trustee of an Officers' Certificate
           and an Opinion of Counsel to the effect that such sale or other
           disposition was made by such Issuer in accordance with the provisions
           of the Indenture, including without limitation Section 4.10 of the
           Indenture, the Trustee shall execute any documents reasonably
           required in order to evidence the release of any Guarantor from its
           obligations under its Note Guarantee.


                                      F-3
<PAGE>
                     (b) Any Guarantor not released from its obligations under
           its Note Guarantee shall remain liable for the full amount of
           principal of and interest on the Notes and for the other obligations
           of any Guarantor under the Indenture as provided in Article 11 of the
           Indenture.

           6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of any Issuer
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

           7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

           9. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.

           10. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Issuers.











                                      F-4
<PAGE>
           IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

           Dated:  _______________, ____

                                   [GUARANTEEING SUBSIDIARY]

                                   By:  _______________________________
                                          Name:
                                          Title:

                                   ISP CHEMCO INC.
                                   ISP CHEMICALS INC.
                                   ISP MINERALS INC.
                                   ISP TECHNOLOGIES INC.


                                   By:  _______________________________
                                          Name:
                                          Title:

                                   [EXISTING GUARANTORS]

                                   By:  _______________________________
                                          Name:
                                          Title:

                                   WILMINGTON TRUST COMPANY,
                                   as Trustee

                                   By:  _______________________________
                                          Authorized Signatory





                                      F-5