Exhibit 4.1


 


EXECUTION
VERSION


 


 






 


INDENTURE


 


Dated as of September 24, 2010


 


Among


 


HUNTSMAN INTERNATIONAL LLC, as Issuer,


 


each of the Guarantors named herein


 


and


 


Wells Fargo Bank, National Association, as Trustee


 






 


$350,000,000


 


85/8% Senior Subordinated Notes
due 2021


 






 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS
  AND INCORPORATION BY REFERENCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definitions

  	
  1

  
	
  Section 1.02

  	
  Incorporation by Reference of TIA

  	
  29

  
	
  Section 1.03

  	
  Rules of Construction

  	
  29

  
	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  
	
  THE NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Form and Dating

  	
  30

  
	
  Section 2.02

  	
  Execution and Authentication; Aggregate Principal Amount

  	
  31

  
	
  Section 2.03

  	
  Registrar and Paying Agent

  	
  32

  
	
  Section 2.04

  	
  Paying Agent To Hold Assets in Trust

  	
  32

  
	
  Section 2.05

  	
  Holder Lists

  	
  32

  
	
  Section 2.06

  	
  Transfer and Exchange

  	
  33

  
	
  Section 2.07

  	
  Replacement Notes

  	
  33

  
	
  Section 2.08

  	
  Outstanding Notes

  	
  33

  
	
  Section 2.09

  	
  Treasury Notes

  	
  34

  
	
  Section 2.10

  	
  [Intentionally Omitted]

  	
  34

  
	
  Section 2.11

  	
  Cancellation

  	
  34

  
	
  Section 2.12

  	
  Defaulted Interest

  	
  35

  
	
  Section 2.13

  	
  CUSIP Numbers

  	
  35

  
	
  Section 2.14

  	
  Deposit of Moneys

  	
  35

  
	
  Section 2.15

  	
  Book-Entry Provisions for Global Securities

  	
  36

  
	
  Section 2.16

  	
  Transfer and Exchange of Securities

  	
  36

  
	
  Section 2.17

  	
  Special Transfer Provisions

  	
  40

  
	
  Section 2.18

  	
  Issuance of Additional Notes

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  
	
  REDEMPTION

  	
   

  
	
  Section 3.01

  	
  Redemption

  	
  41

  
	
  Section 3.02

  	
  Selection of Notes To Be Redeemed

  	
  42

  
	
  Section 3.03

  	
  Notice of Redemption

  	
  42

  
	
  Section 3.04

  	
  Effect of Notice of Redemption

  	
  43

  
	
  Section 3.05

  	
  Deposit of Redemption Price

  	
  43

  
	
  Section 3.06

  	
  Notes Redeemed in Part

  	
  43

  



 


i

















 


	
  ARTICLE IV

  	
   

  
	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Payment of Notes

  	
  44

  
	
  Section 4.02

  	
  Maintenance of Office or Agency

  	
  44

  
	
  Section 4.03

  	
  Limitation on Restricted Payments

  	
  44

  
	
  Section 4.04

  	
  Corporate Existence

  	
  46

  
	
  Section 4.05

  	
  Payment of Taxes and Other Claims

  	
  46

  
	
  Section 4.06

  	
  Maintenance of Properties and Insurance

  	
  46

  
	
  Section 4.07

  	
  Compliance Certificate; Notice of Default

  	
  47

  
	
  Section 4.08

  	
  Compliance with Laws

  	
  47

  
	
  Section 4.09

  	
  Reports to Holders

  	
  47

  
	
  Section 4.10

  	
  Waiver of Stay, Extension or Usury Laws

  	
  49

  
	
  Section 4.11

  	
  Limitations on Transactions with Affiliates

  	
  49

  
	
  Section 4.12

  	
  Limitation on Incurrence of Additional Indebtedness

  	
  50

  
	
  Section 4.13

  	
  Limitation on Dividend and Other Payment Restrictions
  Affecting Subsidiaries

  	
  50

  
	
  Section 4.14

  	
  Change of Control

  	
  51

  
	
  Section 4.15

  	
  Limitation on Asset Sales

  	
  53

  
	
  Section 4.16

  	
  Prohibition on Incurrence of Senior Subordinated Debt

  	
  57

  
	
  Section 4.17

  	
  Limitation on Preferred Stock of Restricted Subsidiaries

  	
  57

  
	
  Section 4.18

  	
  Limitation on Liens

  	
  58

  
	
  Section 4.19

  	
  Limitation of Guarantees by Restricted Subsidiaries

  	
  58

  
	
  Section 4.20

  	
  Conduct of Business

  	
  58

  
	
  Section 4.21

  	
  Covenant Termination

  	
  59

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  	
   

  
	
  SUCCESSOR
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Merger, Consolidation and Sale of Assets

  	
  59

  
	
  Section 5.02

  	
  Successor Corporation Substituted

  	
  60

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFAULT
  AND REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Events of Default

  	
  60

  
	
  Section 6.02

  	
  Acceleration

  	
  62

  
	
  Section 6.03

  	
  Other Remedies

  	
  63

  
	
  Section 6.04

  	
  Waiver of Past Defaults

  	
  63

  
	
  Section 6.05

  	
  Control by Majority

  	
  63

  
	
  Section 6.06

  	
  Limitation on Suits

  	
  64

  
	
  Section 6.07

  	
  Rights of Holders To Receive Payment

  	
  64

  
	
  Section 6.08

  	
  Collection Suit by Trustee

  	
  64

  
	
  Section 6.09

  	
  Trustee May File Proofs of Claim

  	
  65

  



 


ii

















 


	
  Section 6.10

  	
  Priorities

  	
  65

  
	
  Section 6.11

  	
  Undertaking for Costs

  	
  65

  
	
  Section 6.12

  	
  Expenses and Services After an Event of Default

  	
  66

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
   

  	
   

  	
   

  
	
  TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Duties of Trustee

  	
  66

  
	
  Section 7.02

  	
  Rights of Trustee

  	
  67

  
	
  Section 7.03

  	
  Individual Rights of Trustee

  	
  69

  
	
  Section 7.04

  	
  Trustee’s Disclaimer

  	
  69

  
	
  Section 7.05

  	
  Notice of Default

  	
  69

  
	
  Section 7.06

  	
  Reports by Trustee to Holders

  	
  69

  
	
  Section 7.07

  	
  Compensation and Indemnity

  	
  70

  
	
  Section 7.08

  	
  Replacement of Trustee

  	
  71

  
	
  Section 7.09

  	
  Successor Trustee by Merger, Etc.

  	
  72

  
	
  Section 7.10

  	
  Eligibility; Disqualification

  	
  72

  
	
  Section 7.11

  	
  Preferential Collection of Claims Against the Company

  	
  72

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  	
   

  
	
  DISCHARGE
  OF INDENTURE; DEFEASANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
  Termination of the Company’s Obligations

  	
  72

  
	
  Section 8.02

  	
  Acknowledgment of Discharge by Trustee

  	
  75

  
	
  Section 8.03

  	
  Application of Trust Money

  	
  75

  
	
  Section 8.04

  	
  Repayment to the Company

  	
  75

  
	
  Section 8.05

  	
  Reinstatement

  	
  75

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
   

  	
   

  	
   

  
	
  AMENDMENTS,
  SUPPLEMENTS AND WAIVERS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
  Without Consent of Holders

  	
  76

  
	
  Section 9.02

  	
  With Consent of Holders

  	
  76

  
	
  Section 9.03

  	
  Compliance with TIA

  	
  78

  
	
  Section 9.04

  	
  Revocation and Effect of Consents

  	
  78

  
	
  Section 9.05

  	
  Notation on or Exchange of Notes

  	
  78

  
	
  Section 9.06

  	
  Trustee To Sign Amendments, Etc.

  	
  78

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBORDINATION
  OF NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
  Notes Subordinated to Senior Debt

  	
  79

  
	
  Section 10.02

  	
  Suspension of Payment When Senior Debt Is in Default

  	
  79

  



 


iii

















 


	
  Section 10.03

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

  	
  81

  
	
  Section 10.04

  	
  Holders To Be Subrogated to
  Rights of Holders of Senior Debt

  	
  82

  
	
  Section 10.05

  	
  Obligations of the Company
  Unconditional

  	
  83

  
	
  Section 10.06

  	
  Trustee Entitled To Assume
  Payments Not Prohibited in Absence of Notice

  	
  83

  
	
  Section 10.07

  	
  Application by Trustee of Assets
  Deposited with It

  	
  84

  
	
  Section 10.08

  	
  No Waiver of Subordination
  Provisions

  	
  84

  
	
  Section 10.09

  	
  Holders Authorize Trustee To
  Effectuate Subordination of Notes

  	
  84

  
	
  Section 10.10

  	
  Right of Trustee To Hold Senior
  Debt

  	
  85

  
	
  Section 10.11

  	
  No Suspension of Remedies

  	
  85

  
	
  Section 10.12

  	
  No Fiduciary Duty of Trustee to
  Holders of Senior Debt

  	
  85

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTEE
  OF NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01

  	
  Unconditional Guarantee

  	
  86

  
	
  Section 11.02

  	
  Limitations on Guarantees

  	
  87

  
	
  Section 11.03

  	
  Execution and Delivery of Guarantee

  	
  87

  
	
  Section 11.04

  	
  Release of a Guarantor

  	
  88

  
	
  Section 11.05

  	
  Waiver of Subrogation

  	
  89

  
	
  Section 11.06

  	
  Immediate Payment

  	
  89

  
	
  Section 11.07

  	
  No Set-Off

  	
  89

  
	
  Section 11.08

  	
  Obligations Absolute

  	
  89

  
	
  Section 11.09

  	
  Obligations Continuing

  	
  90

  
	
  Section 11.10

  	
  Obligations Not Reduced

  	
  90

  
	
  Section 11.11

  	
  Obligations Reinstated

  	
  90

  
	
  Section 11.12

  	
  Obligations Not Affected

  	
  90

  
	
  Section 11.13

  	
  Waiver

  	
  91

  
	
  Section 11.14

  	
  No Obligation To Take Action Against the Company

  	
  91

  
	
  Section 11.15

  	
  Dealing with the Company and Others

  	
  92

  
	
  Section 11.16

  	
  Default and Enforcement

  	
  92

  
	
  Section 11.17

  	
  Amendment, Etc.

  	
  92

  
	
  Section 11.18

  	
  Acknowledgment

  	
  92

  
	
  Section 11.19

  	
  Costs and Expenses

  	
  93

  
	
  Section 11.20

  	
  No Waiver; Cumulative Remedies

  	
  93

  
	
  Section 11.21

  	
  Guarantee in Addition to Other Obligations

  	
  93

  
	
  Section 11.22

  	
  Severability

  	
  93

  
	
  Section 11.23

  	
  Successors and Assigns

  	
  93

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBORDINATION
  OF GUARANTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 12.01

  	
  Guarantee Obligations Subordinated to Guarantor Senior Debt

  	
  93

  



 


iv

















 


	
  Section 12.02

  	
  Suspension of Guarantee
  Obligations When Guarantor Senior Debt Is in Default

  	
  94

  
	
  Section 12.03

  	
  Guarantee Obligations
  Subordinated to Prior Payment of All Guarantor Senior Debt on Dissolution,
  Liquidation or Reorganization of Such Subsidiary Guarantor

  	
  95

  
	
  Section 12.04

  	
  Holders of Guarantee Obligations
  To Be Subrogated to Rights of Holders of Guarantor Senior Debt

  	
  97

  
	
  Section 12.05

  	
  Obligations of the Guarantors
  Unconditional

  	
  97

  
	
  Section 12.06

  	
  Trustee Entitled To Assume
  Payments Not Prohibited in Absence of Notice

  	
  98

  
	
  Section 12.07

  	
  Application by Trustee of Assets
  Deposited with It

  	
  98

  
	
  Section 12.08

  	
  No Waiver of Subordination
  Provisions

  	
  99

  
	
  Section 12.09

  	
  Holders Authorize Trustee To
  Effectuate Subordination of Guarantee Obligations

  	
  99

  
	
  Section 12.10

  	
  Right of Trustee To Hold
  Guarantor Senior Indebtedness

  	
  100

  
	
  Section 12.11

  	
  No Suspension of Remedies

  	
  100

  
	
  Section 12.12

  	
  No Fiduciary Duty of Trustee to
  Holders of Guarantor Senior Debt

  	
  100

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 13.01

  	
  TIA Controls

  	
  101

  
	
  Section 13.02

  	
  Notices

  	
  101

  
	
  Section 13.03

  	
  Communications by Holders with Other Holders

  	
  102

  
	
  Section 13.04

  	
  Certificate and Opinion as to Conditions Precedent

  	
  102

  
	
  Section 13.05

  	
  Statements Required in Certificate or Opinion

  	
  102

  
	
  Section 13.06

  	
  Rules by Trustee, Paying Agent, Registrar

  	
  103

  
	
  Section 13.07

  	
  Legal Holidays

  	
  103

  
	
  Section 13.08

  	
  Governing Law

  	
  103

  
	
  Section 13.09

  	
  No Adverse Interpretation of Other Agreements

  	
  103

  
	
  Section 13.10

  	
  No Recourse Against Others

  	
  103

  
	
  Section 13.11

  	
  Successors

  	
  103

  
	
  Section 13.12

  	
  Duplicate Originals

  	
  103

  
	
  Section 13.13

  	
  Severability

  	
  104

  
	
  Section 13.14

  	
  Independence of Covenants

  	
  104

  
	
   

  	
   

  	
   

  
	
  SIGNATURES

  	
  1

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  –

  	
  Form of
  Note

  	
   

  
	
  Exhibit B

  	
  –

  	
  Form of
  Legend for Global Notes

  	
   

  
	
  Exhibit C

  	
  –

  	
  Form of
  Transfer Certificates

  	
   

  
	
  Exhibit D

  	
  –

  	
  Form of
  IAI Transfer Certificate

  	
   

  
	
  Exhibit E

  	
  –

  	
  Form of
  Guarantee

  	
   

  
					



 


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


 


v
















 


INDENTURE,
dated as of September 24, 2010, among HUNTSMAN INTERNATIONAL LLC, a
Delaware limited liability company (the “Company”), each of the Guarantors
named herein, as guarantors, and Wells Fargo Bank, National Association, a
national banking association, as trustee (the “Trustee”).


 


The
Company has duly authorized the creation of an issue of 85/8% Senior Subordinated Notes
due 2021 (the “Notes”).  All things
necessary to make the Notes, when duly issued and executed by the Company and
authenticated and delivered hereunder, the valid and binding obligations of the
Company and to make this Indenture a valid and binding agreement of the Company
have been done.


 


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


 


ARTICLE I


 


DEFINITIONS AND INCORPORATION BY
REFERENCE


 


Section 1.01           Definitions.


 


“Acceleration
Notice” has the meaning provided in Section 6.02(a).


 


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


 


“Additional
Notes” means Notes (other than the Initial Notes and other than Exchange Notes
issued pursuant to an exchange offer for such Initial Notes under this
Indenture or issuances under Section 2.07 or 2.16) issued under this
Indenture from time to time in accordance with Sections 2.01, 2.02, 2.18 and
4.12 hereof.


 


“Adjusted
Treasury Rate” means with respect to any redemption date, the rate per annum
equal to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date, plus 0.50%.


 


“Affiliate”
means, with respect to any specified Person, any other Person who directly or
indirectly through one or more intermediaries controls, or is controlled by, or
is under common control with, such specified Person.  The term “control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative of the foregoing; provided, however,


 

















 


that
none of the Initial Purchasers or their Affiliates shall be deemed to be an
Affiliate of the Company.


 


“Affiliate
Transaction” has the meaning provided in Section 4.11(a).


 


“Agent”
means any Registrar, Paying Agent or Co-Registrar.


 


“Agent
Member” means any member of, or participant in, the Depositary.


 


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


 


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


 


“Asset
Sale” means any direct or indirect sale, issuance, conveyance, transfer, lease
(other than operating leases entered into in the ordinary course of business),
assignment or other transfer for value by the Company or any of its Restricted
Subsidiaries (including any Sale and Leaseback Transaction) to any Person other
than the Company or a Restricted Subsidiary of the Company of (a) any
Capital Stock of any Restricted Subsidiary of the Company; or (b) any
other property or assets of the Company or any Restricted Subsidiary of the
Company other than in the ordinary course of business; provided, however,
that Asset Sales shall not include (i) a transaction or series of related
transactions for which the Company or its Restricted Subsidiaries receive
aggregate consideration of less than $50 million, (ii) sales, pledges,
conveyances or other transfers of accounts receivable or participations or
other interests therein and related assets (including contract rights) of the
type specified in the definition of “Qualified Securitization Transaction”
directly or indirectly to a Securitization Entity for the Fair Market Value
thereof, (iii) sales or grants of licenses to use the patents, trade
secrets, know-how and other intellectual property of the Company or any of its
Restricted Subsidiaries to the extent that such license does not prohibit the
Company or any of its Restricted Subsidiaries from using the technologies
licensed or require the Company or any of its Restricted Subsidiaries to pay any
fees for any such use, (iv) the sale, lease, conveyance, disposition or
other transfer (A) of all or substantially all of the assets of the
Company as permitted under Section 5.01, (B) of any Capital Stock or
other ownership interest in or assets or property of an Unrestricted Subsidiary
or a Person which is not a Subsidiary, (C) pursuant to any foreclosure of
assets or other remedy provided by applicable law to a creditor of the Company
or any Subsidiary of the Company with a Lien on such assets, which Lien is
permitted under this Indenture; provided that such foreclosure or other
remedy is conducted in a commercially reasonable manner or in accordance with
any bankruptcy law, (D) involving only Cash Equivalents, Foreign Cash
Equivalents or inventory in the ordinary course of business or obsolete or worn
out property or property that is no longer useful in the conduct of the
business of the Company or its Restricted Subsidiaries in the ordinary course
of business consistent with past practices of the Company or such Restricted
Subsidiaries or (E) including 


 


2

















 


only
the lease or sublease of any real or personal property in the ordinary course
of business, (v) the consummation of any transaction in accordance with
the terms of Sections 4.03 and 5.01 hereof and (vi) Permitted Investments.


 


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


 


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


 


“Board
Resolution” means, with respect to any Person, a copy of a resolution certified
by the Secretary or an Assistant Secretary of such Person to have been duly
adopted by the Board of Managers of such Person and to be in full force and
effect on the date of such certification, and delivered to the Trustee.


 


“Business
Day” means a day that is not a Saturday or Sunday or a day on which banking
institutions in New York, New York or place of payment are not required by law
to be open.


 


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


 


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


 


“Cash
Equivalents” means (i) a marketable obligation, maturing within two years
after issuance thereof, issued or guaranteed by the United States of America or
an instrumentality or agency thereof, (ii) a certificate of deposit or
banker’s acceptance, maturing within one year after issuance thereof, issued by
any lender under any Credit Facility, or a national or state bank or trust
company or a European, Canadian or Japanese bank, in each case having capital,
surplus and undivided profits of at least $100,000,000 and whose long-term
unsecured debt has a rating of “A” or better by S&P or A2 or better by
Moody’s or the equivalent rating by any other nationally recognized rating
agency (provided that the aggregate face amount of all Investments in
certificates of deposit or bankers’ acceptances issued by the principal offices
of or branches of such European or Japanese banks located outside the United
States of America shall not at any time exceed 33 1/3% of all Investments
described in this definition), (iii) open market commercial paper,
maturing within 270 days after issuance thereof, which has a rating of A1 or
better by S&P or P1 or better by Moody’s or the equivalent rating by any
other nationally recognized rating agency, (iv) repurchase agreements and
reverse repurchase agreements with a term not in excess of one year with any
financial institution which has been elected as a primary government securities
dealer by the Federal Reserve Board or whose securities are rated AA- or better
by 


 


3

















 


S&P
or Aa3 or better by Moody’s or the equivalent rating by any other nationally
recognized rating agency relating to marketable direct obligations issued or
unconditionally guaranteed by the United States of America or any agency or
instrumentality thereof and backed by the full faith and credit of the United
States of America, (v) “Money Market” preferred stock maturing within six
months after issuance thereof or municipal bonds issued by a corporation
organized under the laws of any state of the United States of America, which
has a rating of “A” or better by S&P or Moody’s or the equivalent rating by
any other nationally recognized rating agency, (vi) tax exempt floating
rate option tender bonds backed by letters of credit issued by a national or
state bank whose long-term unsecured debt has a rating of AA or better by
S&P or Aa2 or better by Moody’s or the equivalent rating by any other
nationally recognized rating agency, and (vii) shares of any money market
mutual fund rated at least AAA or the equivalent thereof by S&P or at least
Aaa or the equivalent thereof by Moody’s or any other mutual fund holding
assets consisting (except for de minimis amounts) of the type specified in
clauses (i) through (vi) above.


 


“Change
of Control” means (a) any “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), other than Mr. Jon
M. Huntsman, his spouse, direct descendants, an entity controlled by any of the
foregoing and/or by a trust of the type described hereafter, and/or a trust for
the benefit of any of the foregoing (the “Huntsman Group”) or GOP, is or becomes
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a Person shall be deemed to have “beneficial
ownership” of all securities that such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of 35% or more of the then outstanding voting capital
stock of the Company other than in a transaction having the approval of the
Board of Managers of the Company at least a majority of which members are
Continuing Managers; or (b) Continuing Managers shall cease to constitute
at least a majority of the persons constituting the Board of Managers of the
Company.


 


“Change
of Control Date” has the meaning provided in Section 4.14(c).


 


“Change
of Control Offer” has the meaning provided in Section 4.14(a).


 


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


 


“Clearing
Agency” has meaning provided in Section 2.15.


 


“Clearstream”
shall mean Clearstream Banking S.A.


 


“Commission”
or “SEC” means the Securities and Exchange Commission.


 


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


 


4

















 


“Common
Stock” of any Person means any and all shares, interests or other
participations in, and other equivalents (however designated and whether voting
or non-voting) of such Person’s common stock, whether outstanding on the Issue
Date or issued after the Issue Date, and includes, without limitation, all
series and classes of such common stock.


 


“Company”
means the party named as such in this Indenture until a successor replaces it
pursuant to this Indenture and thereafter means such successor.


 


“Company
Order” means any written order signed in the name of the Company by two of its
Officers.


 


“Comparable
Treasury Issue” means the United States Treasury Security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term of the notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of such notes.


 


“Comparable
Treasury Price” means, with respect to any redemption date, (1) the
average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S.
Government Securities” or (2) if such release (or any successor release)
is not published or does not contain such prices on such Business Day, (A) the
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if
the trustee obtains fewer than three such Reference Treasury Dealer Quotations,
the average of all such Quotations.


 


“Consolidated
EBITDA” means, with respect to any Person, for any period, the sum (without
duplication) of (i) Consolidated Net Income and (ii) to the extent
Consolidated Net Income has been reduced thereby, (A) all income taxes of
such Person and its Restricted Subsidiaries paid or accrued in accordance with
GAAP for such period (other than income taxes attributable to extraordinary,
unusual or nonrecurring gains or losses or taxes attributable to sales or
dispositions outside the ordinary course of business) and Permitted Tax
Distributions paid during such period, (B) Consolidated Interest Expense, (C) Consolidated
Non-cash Charges less any non-cash items increasing Consolidated Net Income for
such period and (D) the amount of net loss resulting from the payment of
any premiums or similar amounts that are required to be paid under the express
terms of the instrument(s) governing any Indebtedness of the Company upon
the repayment or other extinguishment of such Indebtedness by the Company in
accordance with the express terms of such Indebtedness, all as determined on a
consolidated basis for such Person and its Restricted Subsidiaries in
accordance with GAAP.


 


“Consolidated
Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of
Consolidated EBITDA of such Person during the four full fiscal quarters for
which financial statements are available as provided pursuant to Section 4.09
(the “Four Quarter Period”) ending on or prior to the date of the transaction
giving rise to the need to calculate the Consolidated Fixed Charge Coverage
Ratio (the “Transaction Date”) to Consolidated Fixed 


 


5

















 


Charges
of such Person for the Four Quarter Period. 
For purposes of this definition, “Consolidated EBITDA” and “Consolidated
Fixed Charges” shall be calculated after giving effect on a pro forma basis for
the period of such calculation to (i) the incurrence or repayment or other
reduction or discharge of any Indebtedness of such Person or any of its
Restricted Subsidiaries (and the application of the proceeds thereof) giving
rise to the need to make such calculation and any incurrence or repayment of other
Indebtedness (and the application of the proceeds thereof), other than the
incurrence or repayment of Indebtedness in the ordinary course of business for
working capital purposes pursuant to working capital facilities, occurring
during the Four Quarter Period or at any time subsequent to the last day of the
Four Quarter Period and prior to the Transaction Date, as if such incurrence or
repayment, as the case may be (and the application of the proceeds thereof),
occurred on the first day of the Four Quarter Period and (ii) any asset
sales (other than asset sales (A) in the ordinary course of business or (B) involving
a nominal amount of gross assets of less than $25 million) or Asset
Acquisitions (including any Asset Acquisition giving rise to the need to make
such calculation) occurring during the Four Quarter Period or at any time
subsequent to the last day of the Four Quarter Period and on or prior to the
Transaction Date, as if such Asset Sale or Asset Acquisition (including the
incurrence, assumption or liability for any such Acquired Indebtedness)
occurred on the first day of the Four Quarter Period.  If such Person or any of its Restricted
Subsidiaries directly or indirectly guarantees Indebtedness of a Person other
than the Company or a Restricted Subsidiary, the preceding sentence shall give
effect to the incurrence of such guaranteed Indebtedness as if such Person or
any Restricted Subsidiary of such Person had directly incurred or otherwise
assumed such guaranteed Indebtedness. 
Furthermore, in calculating “Consolidated Fixed Charges” for purposes of
determining the denominator (but not the numerator) of this “Consolidated Fixed
Charge Coverage Ratio,” (1) interest on outstanding Indebtedness
determined on a fluctuating basis as of the Transaction Date and which will
continue to be so determined thereafter shall be deemed to have accrued at a
fixed rate per annum equal to the rate of interest on such Indebtedness in
effect on the Transaction Date; (2) if interest on any Indebtedness
actually incurred on the Transaction Date may optionally be determined at an
interest rate based upon a factor of a prime or similar rate, a eurocurrency
interbank offered rate, or other rates, then the interest rate in effect on the
Transaction Date will be deemed to have been in effect during the Four Quarter
Period; and (3) notwithstanding clause (1) above, interest on
Indebtedness determined on a fluctuating basis, to the extent such interest is
covered by agreements relating to Interest Swap Obligations, shall be deemed to
accrue at the rate per annum resulting after giving effect to the operation of
such agreements.


 


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


 


“Consolidated
Interest Expense” means, with respect to any Person for any period, the sum of,
without duplication:  (i) the
aggregate of the interest expense of such Person and its Restricted
Subsidiaries for such period determined on a consolidated basis in accordance 


 


6

















 


with
GAAP, including without limitation, (a) any amortization of debt discount
and amortization or write-off of deferred financing costs, excluding such costs
relating to early retirement of debt, (b) the net costs under Interest
Swap Obligations, (c) all capitalized interest and (d) the interest
portion of any deferred payment obligation; and (ii) the interest
component of Capitalized Lease Obligations paid, accrued and/or scheduled to be
paid or accrued by such Person and its Restricted Subsidiaries during such
period as determined on a consolidated basis in accordance with GAAP.


 


“Consolidated
Leverage Ratio” means, for any Person, the ratio of (i) Indebtedness of
such Person, and its Restricted Subsidiary to (ii) Consolidated EBITDA of
such Person calculated as set forth in the definition of Consolidated Fixed
Charge Coverage Ratio.


 


“Consolidated
Net Income” means, with respect to any Person, for any period, the sum of:  (x) the aggregate net income (or loss)
of such Person and its Restricted Subsidiaries for such period on a
consolidated basis, determined in accordance with GAAP plus (y) cash
dividends or distributions paid to such Person or a Restricted Subsidiary of
such Person by any other Person (the “Payor”) other than a Restricted
Subsidiary of the referent Person, to the extent not otherwise included in
Consolidated Net Income, which have been derived from operating cash flow of
the Payor; provided that there shall be excluded therefrom (a) after-tax
gains and losses from Asset Sales or abandonments or reserves relating thereto,
(b) after-tax items classified as extraordinary or nonrecurring gains, (c) the
net income (but not loss) of any Restricted Subsidiary of the Person to the
extent that the declaration of dividends or similar distributions by that
Restricted Subsidiary of that income is restricted; provided, however,
that the net income of Foreign Subsidiaries shall only be excluded in any
calculation of Consolidated Net Income of the Company as a result of
application of this clause (c) if the restriction on dividends or similar
distributions results from consensual restrictions, (d) the net income or
loss of any Person, other than a Restricted Subsidiary of the Person, except to
the extent of cash dividends or distributions paid to the Person or to a Wholly
Owned Restricted Subsidiary of the Person by such Person, (e) any
restoration to income of any contingency reserve, except to the extent that
provision for such reserve was made out of Consolidated Net Income accrued at
any time following June 30, 1999, (f) income or loss attributable to
discontinued operations (including, without limitation, operations disposed of
during such period whether or not such operations were classified as
discontinued), (g) in the case of a successor to the referent Person by
consolidation or merger or as a transferee of the referent Person’s assets, any
earnings of the successor corporation prior to such consolidation, merger or
transfer of assets, (h) non-cash charges relating to asset impairments,
which charges do not require an accrual of or a Reserve for cash charges for
any future period, (i) all gains or losses from the cumulative effect of
any change in accounting principles and (j) the net amount of all
Permitted Tax Distributions made during such period.


 


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


 


7

















 


“Continuing
Managers” means, as of any date, the collective reference to (i) all
members of the Board of Managers of the Company who have held office
continuously since the Issue Date, and (ii) all members of the Board of
Managers of the Company who assumed office after such date and whose
appointment or nomination for election by the holders of the Company’s Capital
Stock was approved by a vote of at least 50% of the Continuing Managers in
office immediately prior to such appointment or nomination or by the Huntsman
Group.


 


“Corporate
Trust Office” means the principal office of the Trustee at which at any time
its corporate trust business shall be administered, or such other address as
the Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust office of any successor Trustee (or
such other address as a successor Trustee may designate from time to time by
notice to the Holders and the Company).


 


“Covenant
Defeasance” has the meaning provided in Section 8.01.


 


“Credit
Agreement” means the senior secured Credit Agreement, dated as of August 16,
2005, as amended, among the Company and the financial institutions party
thereto, together with the related documents thereto (including, without
limitation, any guarantee agreements and security documents), in each case as
such agreements may be amended, supplemented, extended or otherwise modified
from time to time, and any one or more debt facilities, indentures or other
agreements that refinances, replaces or otherwise restructures (including
increasing the amount of available borrowings thereunder in accordance with Section 4.12
or making Restricted Subsidiaries of the Company a borrower or guarantor
thereunder) all or any portion of the Indebtedness under such agreement or any
successor or replacement agreement and whether including any additional
obligors or with the same or any other agent, lender, investor or group of
lenders or investors or with other financial institutions, lenders or
investors.


 


“Credit
Facilities” means any one or more debt facilities, indentures or other agreements
governing Indebtedness, including the Credit Agreement.


 


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


 


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


 


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


 


“Depositary”
means DTC.


 


“Designated
Senior Debt” means (i) Indebtedness under or in respect of the Credit
Agreement and (ii) any other Indebtedness constituting Senior Debt which,
at the time of determination, has an aggregate principal amount of at least
$100,000,000 and is specifically designated in the instrument evidencing such
Senior Debt as “Designated Senior Debt” by the Company.


 


8

















 


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


 


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


 


“Dollar”
or “$” means the lawful currency of the United States of America.


 


“Domestic
Subsidiary” means any Subsidiary other than a Foreign Subsidiary.


 


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


 


“Equity
Offering” means any sale of Qualified Capital Stock of the Company or any capital
contribution to the equity of the Company from any person other than a
Subsidiary of the Company.


 


“Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear System.


 


“Event
of Default” has the meaning provided in Section 6.01.


 


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


 


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


 


“Fair
Market Value” means, with respect to any asset or property, the price which
could be negotiated in an arm’s-length, free market transaction, for cash,
between a willing seller and a willing and able buyer, neither of whom is under
undue pressure or compulsion to complete the transaction.  Fair market value (i) with respect to a
determination of value in excess of $100 million shall be determined by the
Board of Managers of the Company acting reasonably and in good faith and shall
be evidenced by a Board Resolution delivered to the Trustee or (ii) in all
other cases, by an Officers’ Certificate delivered to the Trustee.


 


9

















 


“Foreign
Cash Equivalents” means (i) debt securities with a maturity of 365 days or
less issued by any member nation of the European Union, Switzerland or any
other country whose debt securities are rated by S&P and Moody’s A-1 or
P-1, or the equivalent thereof (if a short-term debt rating is provided by
either) or at least AA or AA2, or the equivalent thereof (if a long- term
unsecured debt rating is provided by either) (each such jurisdiction, an “Approved
Jurisdiction”) or any agency or instrumentality of an Approved Jurisdiction, provided
that the full faith and credit of the Approved Jurisdiction is pledged in
support of such debt securities or such debt securities constitute a general
obligation of the Approved Jurisdiction and (ii) debt securities in an
aggregate principal amount not to exceed $25 million with a maturity of 365
days or less issued by any nation in which the Company or its Restricted
Subsidiaries has cash which is the subject of restrictions on export or any
agency or instrumentality of such nation, provided that the full faith
and credit of such nation is pledged in support of such debt securities or such
debt securities constitute a general obligation of such nation.


 


“Foreign
Subsidiary” means any Subsidiary of the Company (other than a Guarantor)
organized under the laws of, and conducting a substantial portion of its
business in, any jurisdiction other than the United States of America or any
state thereof or the District of Columbia.


 


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


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
may be approved by a significant segment of the accounting profession of the
United States of America, which were in effect as of the Issue Date.


 


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


 


“GOP”
means MatlinPatterson Global Opportunities Partners L.P. and any other entity
managed by its investment advisor, MatlinPatterson Global Advisers LLC.


 


“Guarantee”
means the guarantee by a Guarantor of the obligations of the Company under this
Indenture and the Notes contemplated by Article Eleven of this Indenture.


 


“Guarantee
Obligations” has the meaning provided in Section 12.01.


 


“Guarantor”
means (i) each of the Company’s Restricted Subsidiaries that executes this
Indenture as a Guarantor and (ii) each of the Company’s Restricted
Subsidiaries that in the future executes a supplemental indenture in which such
Restricted Subsidiary agrees to be bound by the terms of this Indenture as a
Guarantor; provided that any Person constituting a Guarantor as
described above shall cease to constitute a Guarantor when its respective
Guarantee is released in accordance with the terms of this Indenture.


 


10
















 


“Guarantor
Payment Blockage Period” has the meaning provided in Section 12.02(b).


 


“Guarantor
Senior Debt” means with respect to any Guarantor, (i) the principal of,
premium, if any, and interest (including any interest accruing subsequent to
the filing of a petition of bankruptcy at the rate provided for in the
documentation with respect thereto, whether or not such interest is an allowed
claim under applicable law) on any Indebtedness of a Guarantor, whether
outstanding on the Issue Date or thereafter created, incurred or assumed,
except for any such Indebtedness that is expressly subordinated or equal in
right of payment to the Guarantee of such Guarantor.  Without limiting the generality of the
foregoing, “Guarantor Senior Debt” also includes the principal of, premium, if
any, interest (including any interest accruing subsequent to the filing of a
petition of bankruptcy at the rate provided for in the documentation with
respect thereto, whether or not such interest is an allowed claim under
applicable law) on, and all other amounts owing in respect of, (w) all
monetary obligations of every nature of a Guarantor in respect of the Credit
Agreement, including obligations to pay principal and interest, reimbursement
obligations under letters of credit, fees, expenses and indemnities, (x) all
monetary obligations of every nature of a Guarantor evidenced by a promissory
note and which is, directly or indirectly, pledged as security for the
obligations of the Company under the Credit Agreement, (y) all Interest Swap
Obligations and (z) all obligations under Currency Agreements, in each
case whether outstanding on the Issue Date or thereafter incurred.  Notwithstanding the foregoing, “Guarantor
Senior Debt” shall not include (i) any Indebtedness of such Guarantor to
its Restricted Subsidiaries or Affiliates or any of such Affiliate’s
Subsidiaries other than as described in clause (x) above,
(ii) Indebtedness to, or guaranteed on behalf of, any shareholder,
director, officer or employee of such Guarantor or any of its Restricted
Subsidiaries, (iii) Indebtedness to trade creditors and other amounts
incurred in connection with obtaining goods, materials or services, (iv) Indebtedness
represented by Disqualified Capital Stock, (v) any liability for federal,
state, local or other taxes owed or owing by such Guarantor, (vi) Indebtedness
incurred in violation of Section 4.12, (vii) Indebtedness which, when
incurred and without respect to any election under Section 1111(b) of
Title 11, United States Code, is without recourse to the Company and (viii) any
Indebtedness that is expressly subordinated in right of payment to any other
Indebtedness of such Guarantor.


 


“Holder”
or “Noteholder” means the Person in whose name a Note is registered on the
Registrar’s books.


 


“Holdings
U.K.” means Huntsman (Holdings) UK, a private unlimited company incorporated
under the laws of England and Wales.


 


“Huntsman
Affiliate” means the Company or any of its Affiliates (other than the Company
and its Subsidiaries).


 


“Huntsman
Corporation” means Huntsman Corporation, a Delaware corporation.


 


“Huntsman
Parent Company” means Huntsman Corporation or any entity of which the Company
is a direct or indirect Wholly Owned Subsidiary.


 


11

















 


“Huntsman
Public Parent” means any Huntsman Parent Company that has completed an Initial
Public Equity Offering including Huntsman Corporation.


 


“Indebtedness”
means with respect to any Person, without duplication, (i) all Obligations
of such Person for borrowed money, (ii) all Obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments, (iii) all
Capitalized Lease Obligations of such Person, (iv) all Obligations of such
Person issued or assumed as the deferred purchase price of property that is due
more than six months after taking delivery of such property, all conditional
sale obligations and all Obligations under any title retention agreement (but
excluding trade accounts payable and other accrued liabilities arising in the
ordinary course of business that are not overdue by 90 days or more or are
being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted), (v) all Obligations for the reimbursement of
any obligor on any letter of credit, banker’s acceptance or similar credit
transaction, (vi) guarantees in respect of Indebtedness referred to in
clauses (i) through (v) above and clause (viii) below, (vii) all
Obligations of any other Person of the type referred to in clauses (i) through
(vi) which are secured by any lien on any property or asset of such
Person, the amount of such Obligation being deemed to be the lesser of the Fair
Market Value of such property or asset or the amount of the Obligation so
secured, (viii) all Obligations under Currency Agreements and Interest
Swap Agreements of such Person and (ix) all Disqualified Capital Stock
issued by such Person with the amount of Indebtedness represented by such
Disqualified Capital Stock being equal to the greater of its voluntary or
involuntary liquidation preference and its maximum fixed repurchase price, but
excluding accrued dividends, if any.  For
purposes hereof, the “maximum fixed repurchase price” of any Disqualified
Capital Stock which does not have a fixed repurchase price shall be calculated
in accordance with the terms of such Disqualified Capital Stock as if such
Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such
price is based upon, or measured by, the Fair Market Value of such Disqualified
Capital Stock, such Fair Market Value shall be determined reasonably and in
good faith by the Board of Managers of the issuer of such Disqualified Capital
Stock; provided, however, that notwithstanding the foregoing, “Indebtedness”
shall not include (i) advances paid by customers in the ordinary course of
business for services or products to be provided or delivered in the future, (ii) deferred
taxes or (iii) unsecured indebtedness of the Company and/or its Restricted
Subsidiaries incurred to finance insurance premiums in a principal amount not
in excess of the insurance premiums to be paid by the Company and/or its
Restricted Subsidiaries for a three year period beginning on the date of any
incurrence of such indebtedness.


 


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


 


“Independent
Financial Advisor” means a firm which, in the judgment of the Board of Managers
of the Company, is independent and qualified to perform the task for which it
is to be engaged.


 


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


 


“Initial
Notes” means the $350,000,000 in aggregate principal amount of 85/8% Senior
Subordinated Notes due 2021 of the Company that are issued on the Issue Date.


 


12

















 


“Initial
Public Equity Offering” means a firm commitment underwritten offering of shares
of Capital Stock of the applicable Person registered on Form S-1 under the
Securities Act.


 


“Initial
Purchasers” means Goldman, Sachs & Co., Banc of America Securities
LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse
Securities (USA) LLC, HSBC Securities (USA) Inc. and J.P. Morgan Securities
LLC.


 


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


 


“Interest
Payment Date” means, with respect to each Note, the stated maturity of an
installment of interest on the Notes specified therein.


 


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


 


“Investment”
means, with respect to any Person, any direct or indirect loan or other
extension of credit (including, without limitation, a guarantee) or capital
contribution to (by means of any transfer of cash or other property to others
or any payment for property or services for the account or use of others), or
any purchase or acquisition by such Person of any Capital Stock, bonds, notes,
debentures or other securities or evidences of Indebtedness issued by, any
other Person.  “Investment” excludes
extensions of trade credit by the Company and its Restricted Subsidiaries on
commercially reasonable terms in accordance with normal trade practices of the
Company or such Restricted Subsidiary, as the case may be.  For the purposes of Section 4.03 hereof,
(i) “Investment” shall include and be valued at the Fair Market Value of
the net assets of any Restricted Subsidiary at the time that such Restricted
Subsidiary is designated an Unrestricted Subsidiary after the Issue Date and
shall exclude the Fair Market Value of the net assets of any Unrestricted
Subsidiary at the time that such Unrestricted Subsidiary is designated a
Restricted Subsidiary and (ii) the amount of any Investment is the
original cost of such Investment plus the cost of all additional Investments by
the Company or any of its Restricted Subsidiaries, without any adjustments for
increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investment, reduced by the payment of dividends or
distributions in connection with such Investment or any other amounts received
in respect of such Investment; provided that no such payment of
dividends or distributions or receipt of any such other amounts shall reduce
the amount of any Investment if such payment of dividends or distributions or
receipt of any such amounts would be included in Consolidated Net Income.  If the Company or any Restricted Subsidiary
of the Company sells or otherwise disposes of any Common Stock of any direct or
indirect Restricted Subsidiary of the Company such that, after giving effect to
any such sale or disposition, the Company no longer owns, directly or
indirectly, greater than 50% of the outstanding Common Stock of such Restricted
Subsidiary, the Company shall be deemed to have made an Investment on the date
of any such sale or disposition equal to the Fair Market Value of the Common
Stock of such Restricted Subsidiary not sold or disposed of.


 


13

















 


“Investment
Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent)
by Moody’s and BBB- (or the equivalent) by S&P.


 


“Issue
Date” means the date on which Notes are first issued under this Indenture.


 


“Legal
Defeasance” has the meaning provided in Section 8.01.


 


“Lien”
means any lien, mortgage, deed of trust, pledge, security interest, charge or
encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof and any agreement to give
any security interest), but not including any interests in accounts receivable
and related assets conveyed by the Company or any of its Subsidiaries or other
entities formed as necessary or customary under the laws of the relevant
jurisdiction in connection with any Qualified Securitization Transaction.


 


“Maturity
Date” means March 15, 2021.


 


“Moody’s”
means Moody’s Investors Service, Inc. and its successors.


 


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


 


“Net
Proceeds Offer” has the meaning provided in Section 4.15(c).


 


“Net
Proceeds Offer Amount” has the meaning provided in Section 4.15(c).


 


“Net
Proceeds Offer Payment Date” has the meaning provided in Section 4.15(c).


 


“Net
Proceeds Offer Trigger Date” has the meaning provided in Section 4.15(c).


 


“Noon
Buying Rate” has the meaning provided in Section 2.02.


 


“Non-payment
Default” has the meaning provided in Section 10.02(b).


 


14

















 


“Non-U.S.
Person” means a person who is not a U.S. Person within the meaning assigned to
such term in Regulation S.


 


“Notes”
means, the Initial Notes (including, without limitation, any Additional Notes)
and the Exchange Notes.


 


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


 


“Officer”
means, with respect to any Person, the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President, the Chief Financial
Officer, the Treasurer, the Assistant Treasurer, the Financial Director, or the
Secretary or the Assistant Secretary of such Person (or, with respect to a
Person that is a limited partnership, the General Partner of such Person), or
any other officer designated by the Board of Managers serving in a similar
capacity.


 


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


 


“Opinion
of Counsel” means a written opinion from legal counsel who is reasonably
acceptable to the Trustee complying with the requirements of Sections 13.04 and
13.05, as they relate to the giving of an Opinion of Counsel, and delivered to
the Trustee.  Counsel giving any Opinion
of Counsel shall be entitled to rely on an Officer’s Certificate as to any
factual matters relevant to such opinion.


 


“Pari
Passu Indebtedness” means, in the case of the Notes, any Indebtedness of the
Company that ranks equally in right of payment with the Notes and, in the case
of the Guarantees, any Indebtedness of the applicable Guarantor that ranks
equally in right of payment to the Guarantee of such Guarantor.


 


“Participants”
means institutions that have accounts with DTC or its nominee.


 


“Paying
Agent” means any Person (other than the Company and any of its Affiliates)
authorized by the Company to pay the principal of (and premium, if any) or
interest on any notes on behalf of the Company and perform all the other
obligations and duties of a “Paying Agent” described herein.


 


“Payment
Blockage Notice” has the meaning provided in 10.02(b).


 


“Payment
Blockage Period” has the meaning provided in Section 10.02(b).


 


“Payment
Default” has the meaning provided in Section 10.02(a).


 


“Permitted
Indebtedness” means, without duplication, each of the following:


 


(i)            Indebtedness under the Notes, this Indenture and the
Guarantees;


 


15

















 


(ii)           Indebtedness incurred under Credit Facilities pursuant to
this clause (ii) in an aggregate principal amount not exceeding the
greater of $3.3 billion or 30% of Total Assets of the Company at any one time
outstanding;


 


(iii)          other Indebtedness of the Company and its Restricted
Subsidiaries outstanding on the Issue Date reduced by the amount of any
prepayments with Net Cash Proceeds of any Asset Sale (which are accompanied by
a corresponding permanent commitment reduction) pursuant to clause (c) of Section 4.15;


 


(iv)          Interest Swap Obligations of the Company relating to
Indebtedness of the Company or any of its Restricted Subsidiaries (or
Indebtedness that the Company or any of its Restricted Subsidiaries reasonably
intends to incur within six months) and Interest Swap Obligations of any
Restricted Subsidiary of the Company relating to Indebtedness of such
Restricted Subsidiary (or Indebtedness that such Restricted Subsidiary
reasonably intends to incur within six months); provided, however,
that any such Interest Swap Obligations will constitute “Permitted Indebtedness”
only if they are entered into to protect the Company and its Restricted
Subsidiaries from fluctuations in interest rates on Indebtedness permitted
under this Indenture to the extent the notional principal amount of such
Interest Swap Obligations, when incurred, does not exceed the principal amount
of the Indebtedness to which such Interest Swap Obligations relate;


 


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


 


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


 


(vii)         Indebtedness of the Company to a Restricted Subsidiary for
so long as such Indebtedness is held by a Restricted Subsidiary, in each case
subject to no Lien (other than Liens securing intercompany notes pledged under
any Credit Facility); provided that (a) any Indebtedness of the
Company to any Restricted Subsidiary (other than pursuant to notes pledged
under any Credit Facility) is unsecured and subordinated, pursuant to a written
agreement, to the Company’s obligations under this Indenture and the Notes and (b) if
as of any date any Person other than a Restricted Subsidiary owns or holds any
such Indebtedness or any Person holds a Lien in respect of such Indebtedness


 


16

















 


(other than pledges securing
any Credit Facility), such date shall be deemed the incurrence of Indebtedness
not constituting Permitted Indebtedness by the Company;


 


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


 


(ix)           Indebtedness of the Company or any of its Restricted
Subsidiaries represented by letters of credit for the account of the Company or
such Restricted Subsidiary, as the case may be, in order to provide security
for workers’ compensation claims, payment obligations in connection with
self-insurance or similar requirements in the ordinary course of business;


 


(x)            Refinancing Indebtedness;


 


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


 


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


 


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


 


(xiv)        Indebtedness of the Company or any Subsidiary (A) representing
Capitalized Lease Obligations not to exceed $150 million outstanding at any
time or (B) constituting purchase money Indebtedness incurred to finance
property or assets of the Company or any Restricted Subsidiary of the Company
acquired in the ordinary course of business; provided, however,
that such purchase money Indebtedness shall not exceed the cost of such
property or assets and shall not be secured by any property or assets of the
Company or any Restricted Subsidiary of the Company other than the property and
assets so acquired;


 


(xv)         Indebtedness of Foreign Subsidiaries that are Restricted
Subsidiaries to the extent that the aggregate outstanding amount of
Indebtedness incurred by such Foreign Subsidiaries under this clause (xv) does
not exceed at any one time an amount 


 


17

















 


equal to the sum of (A) 80%
of the consolidated book value of the accounts receivable of all Foreign
Subsidiaries and (B) 60% of the consolidated book value of the inventory
of all Foreign Subsidiaries; provided, however, that notwithstanding
the foregoing limitation, Foreign Subsidiaries may incur in the aggregate up to
$150 million of Indebtedness outstanding at any one time;


 


(xvi)        Indebtedness of the Company and its Domestic Subsidiaries
pursuant to over draft lines or similar extensions of credit in an aggregate
amount not to exceed $30 million at any one time outstanding and Indebtedness
of Foreign Subsidiaries pursuant to over draft lines or similar extensions of
credit in an aggregate principal amount not to exceed $60 million at any one
time outstanding;


 


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


 


(xviii)      Indebtedness of the Company to a Huntsman
Affiliate constituting Subordinated Indebtedness;


 


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


 


(xx)          Indebtedness of the Company to any of its Subsidiaries or
other entities formed as necessary or customary under the laws of the relevant
jurisdiction incurred in connection with the sale, pledge or other conveyance
of accounts receivable or participations or any interests therein and related
assets directly or indirectly to the Company by any such Subsidiary which
assets or interests are subsequently conveyed, pledged or otherwise
transferred, directly or indirectly, by the Company to a Securitization Entity
in a Qualified Securitization Transaction;


 


(xxi)         additional Indebtedness of the Company and its Restricted
Subsidiaries in an aggregate principal amount not to exceed the greater of
$500 million or 2% of Total Assets of the Company at any one time
outstanding; and


 


(xxii)        (A) guarantees (“Upstream
Guarantees”) issued by the Company or any guarantor of Indebtedness of a
Huntsman Public Parent (“Parent Debt”), provided that:


 


1.     such Upstream Guarantee may guarantee only Parent Debt that was
incurred, and the proceeds of which are used, to Refinance Indebtedness of the
Company;


 


2.     the aggregate amount of Parent Debt that is guaranteed by the
Upstream Guarantee shall not exceed the sum of (x) the aggregate amount of
Indebtedness of the Company that is Refinanced with the proceeds of such Parent
Debt (“HI Refinanced Debt”), and (y) the amount of any premiums required
to be paid under the terms of the instrument governing such HI Refinanced Debt
and the 


 


18

















 


amount of reasonable expenses incurred by the Company, in each case in
connection with the Refinancing of such HI Refinanced Debt;


 


3.     the HI Refinanced Debt is not incurred in connection with or in
anticipation or contemplation of the Refinancing of such HI Refinanced Debt;
and


 


4.     both immediately before and after the issuance of any Upstream
Guarantee there shall be existing no Default or Event of Default.


 


For
purposes of the foregoing provisions, any Upstream Guarantee given with respect
to Parent Debt under a revolving or undrawn credit facility shall be deemed
entered into only when such Upstream Guarantee is initially entered into with
respect to the full commitment of revolving or undrawn credit facility,


 


or


 


(B)           guarantees by the Company or any guarantor, as the case
may be (“Replacement Guarantees”), that replace any Upstream Guarantee (a “Previous
Guarantee”) that (a) was previously issued by such person pursuant to
paragraph (A) of this clause (xxii) or (b) was a Replacement
Guarantee previously issued by such person pursuant to this paragraph (B),


 


provided that:


 


1.     the
Replacement Guarantee may guarantee only Parent Debt (“Replacement Debt”) that
was incurred, and the proceeds of which are used, to Refinance the Parent Debt
that was guaranteed by the Previous Guarantee being so replaced (“Previous Debt”);


 


2.     the
aggregate amount of Replacement Debt that is guaranteed by the Replacement
Guarantee shall not exceed the sum of (x) the aggregate amount of Previous
Debt guaranteed by the Previous Guarantee being so replaced, (y) the
amount of any premiums required to be paid under the terms of the instrument
governing such Previous Debt with respect to the amount of Previous Debt
guaranteed by the Previous Guarantee being so replaced, and (z) and the
pro rata portion of the amount of reasonable expenses incurred by the Huntsman
Public Parent, in each case in connection with the Refinancing of such Previous
Debt; and


 


3.     both
immediately before and after the issuance of any Replacement Guarantee there
shall be existing no Default or Event of Default.


 


For
purposes of determining compliance with Section 4.12, in the event that an
item of Indebtedness meets the criteria of more than one of the categories of
Permitted Indebtedness described in clauses (i) through (xxii) above
or is entitled to be incurred pursuant to the Consolidated Fixed Charge
Coverage Ratio provisions of Section 4.12, the Company shall, in its sole
discretion, classify (or later reclassify) such item of Indebtedness in any
manner that complies with Section 4.12; provided that $1.4 billion of Indebtedness outstanding
under the Credit Agreement on the 


 


19

















 


Issue
Date (and any refinancings thereof) shall be deemed to have been incurred
pursuant to clause (ii) above. Accrual of interest, 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 Capital Stock in the form of
additional shares of the same class of Disqualified Capital Stock will not be
deemed to be an incurrence of Indebtedness or an issuance of Disqualified
Capital Stock for purposes of Section 4.12.


 


“Permitted
Investments” means (i) Investments by the Company or any Restricted
Subsidiary of the Company in any Person that is or will become immediately
after such Investment a Restricted Subsidiary of the Company or that will merge
or consolidate into the Company or a Restricted Subsidiary of the Company; (ii) Investments
in the Company by any Restricted Subsidiary of the Company; provided
that any Indebtedness evidencing such Investment is unsecured and subordinated
(other than pursuant to intercompany notes pledged under any Credit Facility),
pursuant to a written agreement, to the Company’s obligations under the Notes
and this Indenture; (iii) investments in cash and Cash Equivalents; (iv) loans
and advances to employees and officers of the Company and its Restricted
Subsidiaries in the ordinary course of business for travel, relocation and
related expenses; (v) Investments in Unrestricted Subsidiaries or joint
ventures not to exceed the greater of $300 million or 3% of Total Assets of the
Company, plus (A) the aggregate net after-tax amount returned in cash on
or with respect to any Investments made in Unrestricted Subsidiaries and joint
ventures whether through interest payments, principal payments, dividends or
other distributions or payments, (B) the net after-tax cash proceeds
received by the Company or any Restricted Subsidiary from the disposition of
all or any portion of such Investments (other than to a Restricted Subsidiary
of the Company), (C) upon redesignation of an Unrestricted Subsidiary as a
Restricted Subsidiary, the Fair Market Value of such Subsidiary and (D) the
net cash proceeds received by the Company from the issuance of Specified
Venture Capital Stock; (vi) Investments in securities received pursuant to
any plan of reorganization or similar arrangement upon the bankruptcy or insolvency
of any debtors of the Company or its Restricted Subsidiaries; (vii) Investments
made by the Company or its Restricted Subsidiaries as a result of consideration
received in connection with an Asset Sale made in compliance with Section 4.15;
(viii) Investments existing on the Issue Date; (ix) any Investment by
the Company or a Wholly Owned Subsidiary of the Company or by Tioxide Group or
Holdings U.K., in a Securitization Entity or any Investment by a Securitization
Entity in any other Person in connection with a Qualified Securitization
Transaction; provided that any Investment in a Securitization Entity is
in the form of a Purchase Money Note or an equity interest; (x) Investments
by the Company in Rubicon, Inc. and Louisiana Pigment Company (each a “Joint
Venture”), so long as: (A) such Joint Venture does not have any
Indebtedness for borrowed money at any time on or after the date of such
Investment (other than Indebtedness owing to the equity holders of such Joint
Ventures), (B) the documentation governing such Joint Venture does not
contain a restriction on distributions to the Company, and (C) such Joint
Venture is engaged only in the business of manufacturing product used or
marketed by the Company and its Restricted Subsidiaries and/or the joint
venture partner, and business reasonably related thereto; (xi) Investments
by Foreign Subsidiaries in Foreign Cash Equivalents; (xii) loans to any
Huntsman Parent Company for the purposes described in clause (7) of the
second paragraph of Section 4.03 which, when aggregated with the payment
made under such clause, will not exceed $10 million in any fiscal year; (xiii) any
Indebtedness of the Company to any of its Subsidiaries or other entities formed
as necessary or customary under the laws of the relevant jurisdiction incurred
in connection with the conveyance,


 


20
















 


pledge or other transfer of accounts
receivable or participations or interests therein and related assets directly
or indirectly to the Company by any such Subsidiary which assets are
subsequently conveyed, pledged or otherwise transferred, directly or indirectly,
by the Company to a Securitization Entity in a Qualified Securitization
Transaction; (xiv) Investments by the Company or any of its Restricted
Subsidiaries in a Permitted Joint Venture, so long as:  (A) such Permitted Joint Venture does
not have any Indebtedness for borrowed money which would be required to be
reflected on a balance sheet as debt under GAAP at any time on or after the
date of such Investment (other than Indebtedness owing to the equity holders of
such Permitted Joint Venture, the Company or any Restricted Subsidiary);
(B) the documentation governing such Permitted Joint Venture does not
contain a restriction on distributions to the Company or its Restricted
Subsidiaries; and (C) after giving pro  forma effect to such
Investment, the Company would be permitted to incur $1.00 of additional
Indebtedness other than Permitted Indebtedness under Section 4.12; (xv) additional
Investments in an aggregate amount not exceeding $150 million at any one time
outstanding; and (xvi) the incurrence of Guarantees permitted by clause (xxii) of
the definition of Permitted Indebtedness.


 


“Permitted Joint Venture” means, with
respect to any Person:


 


1.             any corporation,
association, or other business entity (other than a partnership) of which 50%
or more of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time of determination owned
or controlled, directly or indirectly, by such Person or one or more of the
Restricted Subsidiaries of that Person or a combination thereof; and


 


2.             any partnership,
joint venture, limited liability company or similar entity of which


 


(a)           50% or more of the
capital accounts, distribution rights, total equity and voting interests or
general or limited partnership interests, as applicable, are owned or
controlled, directly or indirectly, by such Person or one or more of the other
Restricted Subsidiaries of that Person or a combination thereof whether in the
form of membership, general, special or limited partnership interests or
otherwise; and


 


(b)           either such Person
or any Restricted Subsidiary of such Person is a controlling general partner or
no other Person controls such entity.


 


“Permitted
Junior Securities” means: (1) Capital Stock in the Company or any
Guarantor; or (2) debt securities of the Company or any Guarantor that (A) are
subordinated to all Senior Debt and any debt securities issued in exchange for
Senior Debt to substantially the same extent as, or to a greater extent than,
the Notes and the related Guarantees are subordinated to Senior Debt pursuant
to the terms of this Indenture and (B) have a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of the
Notes.


 


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


 


21

















 


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


 


“Physical
Notes” shall have the meaning provided in Section 2.01(c).


 


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


 


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


 


“Private
Placement Legend” means the legend initially to be set forth on Restricted
Securities in the form set forth on the face of Exhibit A.


 


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


 


“Purchase
Agreement” means the Purchase Agreement, dated September 14, 2010,
relating to the issue and sale of the Initial Notes to be issued on the Issue
Date.


 


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


 


“Qualified
Capital Stock” means any Capital Stock that is not Disqualified Capital Stock.


 


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


 


“Qualified
Securitization Transaction” means any transaction or series of transactions
that may be entered into by the Company or any of its Subsidiaries pursuant to
which the Company or any of its Subsidiaries may sell, convey or otherwise
transfer pursuant to terms necessary or customary in the relevant jurisdiction,
directly or indirectly, to (a) a Securitization Entity or to the Company
which subsequently transfers to a Securitization Entity (in the case of a
transfer by the Company or any of its Subsidiaries) and (b) any other
Person (in the case of transfer by a Securitization Entity), or may grant a
security interest in any accounts receivable or any participations or other
interests therein (whether now existing or arising or acquired in the future)
of the Company or any of its Subsidiaries or other entities formed as necessary
or customary under the laws of the relevant jurisdiction, and any assets
related thereto including, without limitation, all collateral securing such
accounts receivable, all contracts and contract rights and all guarantees or
other obligations in respect of such accounts receivable, proceeds of such
accounts receivable and other assets (including contract rights) which are
necessarily or customarily transferred


 


22

















 


in
the relevant jurisdiction or in respect of which security interests are
necessarily or customarily granted in the relevant jurisdiction in connection
with asset securitization transactions involving accounts receivable.


 


Following
the Initial Public Equity Offering of a Huntsman Public Parent, references in
the foregoing definition of the “Company” shall be deemed also to refer to such
Huntsman Public Parent.


 


“Rating
Agencies” means Moody’s and S&P.


 


“Record
Date” means with respect to each Note, each applicable record date specified
therein.


 


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


 


“Redemption
Price” has the meaning provided in Section 3.03.


 


“Reference
Date” has the meaning provided in Section 4.03.


 


“Reference
Treasury Dealer” means any four of Goldman, Sachs & Co., Banc of
America Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc.,
Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc. and J.P. Morgan
Securities LLC, and their respective successors; provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government securities dealer
in New York City (a “Primary Treasury Dealer”), the Company shall substitute
therefor another Reference Treasury Dealer.


 


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


 


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


 


“Refinancing
Indebtedness” means any Refinancing by the Company or any Restricted Subsidiary
of the Company of Indebtedness incurred in accordance with the Fixed Charge
Coverage Ratio test set forth in Section 4.12 or Indebtedness described in
clauses (i), (iii), (x), (xiv)(B) or (xv) of the definition of “Permitted
Indebtedness,” in each case that does not (1) result in an increase in the
aggregate principal amount of Indebtedness of such Person as of the date of
such proposed Refinancing (plus the amount of any premium required to be paid
under the terms of the instrument governing such Indebtedness and plus the
amount of reasonable expenses incurred by the Company in connection with such
Refinancing) or (2) create Indebtedness


 


23

















 


with
(A) a Weighted Average Life to Maturity that is less than the Weighted
Average Life to Maturity of the Indebtedness being Refinanced or (B) a
final maturity earlier than the final maturity of the Indebtedness being
Refinanced; provided that (x) if such Indebtedness being Refinanced
is Indebtedness solely of the Company, then such Refinancing Indebtedness shall
be Indebtedness solely of the Company and (y) if such Indebtedness being
Refinanced is subordinate or junior to the Notes, then such Refinancing
Indebtedness shall be subordinate to the Notes at least to the same extent and
in the same manner as the Indebtedness being Refinanced.


 


“Registrar”
has the meaning provided in Section 2.03.


 


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


 


“Regulation
S” means Regulation S under the Securities Act.


 


“Regulation
S Global Security” has the meaning provided in Section 2.01(b)(i).


 


“Replacement
Assets” has the meaning provided in Section 4.15(c).


 


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


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer within the
corporate trust department of the Trustee, including any vice president,
assistant vice president, assistant secretary, assistant treasurer, trust
officer or any other officer of the Trustee who customarily performs functions
similar to those performed by the Persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of such Person’s knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.


 


“Restricted
Global Security” has the meaning provided in Section 2.01(a)(i).


 


“Restricted
Payment” means to


 


1.             declare or pay any dividend or make
any distribution, other than dividends or distributions payable in Qualified
Capital Stock of the Company, on or in respect of shares of the Company’s
Capital Stock to holders of such Capital Stock,


 


2.             purchase, redeem or otherwise
acquire or retire for value any Capital Stock of the Company or any warrants,
rights or options to purchase or acquire shares of any class of such Capital
Stock,


 


24

















 


3.             make any principal payment on,
purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for
value, prior to any scheduled final maturity, scheduled repayment or scheduled
sinking fund payment, any Indebtedness of the Company that is subordinate or
junior in right of payment to the Notes or


 


4.             make any Investment other than
Permitted Investments.


 


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


 


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


 


“S&P”
means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc. and its successors.


 


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


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.


 


“Securitization
Entity” means a Wholly Owned Subsidiary of the Company (or Tioxide Group or
Holdings U.K. or another Person in which the Company or any Subsidiary of the
Company makes an Investment and to which the Company or any Subsidiary of the
Company transfers, directly or indirectly, accounts receivable or
participations or interests therein or related assets) which engages in no
activities other than in connection with the financing of accounts receivable
and which is designated by the Board of Managers of the Company (as provided
below) as a Securitization Entity (a) no portion of the Indebtedness or
any other Obligations (contingent or otherwise) of which (i) is guaranteed
by the Company or any Subsidiary of the Company (other than the Securitization
Entity)(excluding guarantees of Obligations (other than the principal of, and
interest on, Indebtedness)) pursuant to Standard Securitization
Undertakings, (ii) is recourse to or obligates the Company or any
Subsidiary of the Company (other than the Securitization Entity) in any way
other than pursuant to Standard Securitization Undertakings or (iii) subjects
any property or asset of the Company or any Subsidiary of the Company (other
than the Securitization Entity), directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings and other than any interest in the accounts
receivable and related assets being financed (whether in the form of any equity
interest in such assets or subordinated indebtedness payable primarily from
such financed assets) retained or acquired by the Company or any Subsidiary of
the Company, (b) with which neither the Company nor any Subsidiary of the
Company has any material contract, agreement, 


 


25

















 


arrangement
or understanding other than on terms no less favorable to the Company or such
Subsidiary than those that might be obtained at the time from Persons that are
not Affiliates of the Company, other than fees payable in the ordinary course
of business in connection with servicing receivables of such entity, and (c) to
which neither the Company nor any Subsidiary of the Company has any obligation
to maintain or preserve such entity’s financial condition or cause such entity
to achieve certain levels of operating results. 
Any such designation by the Board of Managers of the Company shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the
Board Resolution of the Board of Managers of the Company giving effect to such
designation and an officers’ certificate certifying that such designation
complied with the foregoing conditions; provided that Huntsman
Receivables Finance LLC and Huntsman Receivables Finance II LLC shall be deemed
to be a Securitization Entity as of the Issue Date.  Following the Initial Public Equity Offering
of a Huntsman Public Parent, references in the foregoing definition to the “Company”
shall be deemed also to refer to such Huntsman Public Parent.


 


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


 


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


 


26

















 


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


 


“Standard
Securitization Undertakings” means obligations, representations, warranties,
covenants and indemnities entered into by the Company or any Securitization
Entity or any Subsidiary of the Company which are customary or necessary in the
relevant jurisdiction in an accounts receivable securitization
transaction.  Following the Initial
Public Equity Offering of a Huntsman Public Parent, references in the foregoing
definition to the “Company” shall be deemed also to refer to such Huntsman
Public Parent.


 


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


 


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


 


“Surviving
Entity” has the meaning provided in Section 5.01(a)(i).


 


“Tax
Sharing Agreement” means the Tax Sharing Agreement dated as of August 16,
2005 between the Company and Huntsman Corporation as in existence on the Issue
Date or any amendment thereto or replacement thereof so long as any such
amendment or replacement provisions are not more disadvantageous to the Holders
of Notes in any material respect than the provisions of the agreement being
amended or replaced.


 


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


 


“Total Assets of Huntsman International”
means, as of any determination dates, the total assets of the Company and its
consolidated subsidiaries, as determined in accordance with GAAP at the end of
the most recent fiscal quarter for which financial statements are available
under Section 4.09.


 


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


 


“Unrestricted
Global Security” means one or more securities in definitive, fully registered
form without interest coupons, with the legend provided in Exhibit B
hereto, without the Private Placements Legend.


 


27

















 


“Unrestricted
Notes” means Notes are not Restricted Securities including, without limitation,
the Exchange Notes issued pursuant to a registered exchange offer in accordance
with the Registration Rights Agreement.


 


“Unrestricted
Subsidiary” of any Person means (i) any Subsidiary of such Person that at
the time of determination shall be or continue to be designated an Unrestricted
Subsidiary, and (ii) any Subsidiary of an Unrestricted Subsidiary.  Huntsman China Investments B.V., Huntsman
Distribution Corporation, Huntsman SA Investment Corporation, Huntsman
Styrenics Investments Holdings LLC, Huntsman Verwaltungs GmbH, Huntsman
Pigments LLC and their respective subsidiaries shall each be Unrestricted
Subsidiaries as of the date of this Indenture without further action by the
Company or compliance with requirements in this Indenture applicable to such
designation.  The Board of Managers of
the Company may, after the Issue Date, designate any Subsidiary (including any
newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary if
such Subsidiary does not own any Capital Stock of, or does not own or hold any
Lien on any property of, the Company or any other Subsidiary of the Company
that is not a Subsidiary of the Subsidiary to be so designated; the Company
certifies to the Trustee that such designation complies with Section 4.03
and each Subsidiary to be designated as an Unrestricted Subsidiary and each of
its Subsidiaries has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness under which the lender has
recourse to any of the assets of the Company or any of its Restricted
Subsidiaries.  The Board of Managers of
the Company may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary only if (x) immediately after giving effect to such
designation, the Company is able to incur at least $1.00 of additional
Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12
and (y) immediately before and immediately after giving effect to such
designation, no Default or Event of Default shall have occurred and be
continuing.  Any such designation by the
Board of Managers of the Company shall be evidenced to the Trustee by promptly
filing with the Trustee a copy of the Board Resolution approving the
designation and an officers’ certificate certifying that the designation
complied with this Indenture.


 


“U.S.
Government Obligations” means direct obligations (or certificates representing
an ownership interest in such obligations) of the United States of America
(including any agency or instrumentality thereof) for the payment of which the
full faith and credit of the United States of America is pledged and which are
not callable or redeemable at the issuer’s option.


 


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


 


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


 


28

















 


“Wholly
Owned Subsidiary” of any Person means any Subsidiary of such Person to the
extent all of the outstanding Capital Stock or other ownership interests of
which (other than in the case of a Foreign Subsidiary, directors’ qualifying
shares or an immaterial amount of shares owned by other Persons pursuant to
applicable law) are owned by such Person or any Wholly Owned Subsidiary of such
Person; provided, however, that each of Tioxide Group and
Holdings U.K. shall be deemed to Wholly Owned Subsidiaries.


 


“Wholly
Owned Restricted Subsidiary” means a Restricted Subsidiary that is a Wholly
Owned Subsidiary.


 


Section 1.02           Incorporation by Reference of TIA.  Whenever this Indenture refers to a provision
of the TIA, that portion of such provision that is required to be incorporated
for this Indenture to be qualified under the TIA is incorporated by reference
in, and made a part of, this Indenture. 
The following TIA terms used in this Indenture have the following
meanings:


 


“indenture
securities” means the Notes.


 


“indenture
to be qualified” means this Indenture.


 


“indenture
trustee” or “institutional trustee” means the Trustee.


 


“obligor”
on the Indenture securities means the Company or any other obligor on the
Notes.


 


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


 


Section 1.03           Rules of Construction.  Unless the context otherwise requires:


 


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


 


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


 


(3)           “or” is not exclusive;


 


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


 


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


 


29

















 


ARTICLE II


 


THE NOTES


 


Section 2.01           Form and Dating.


 


The
Notes and the certificate of authentication relating thereto shall be
substantially in the form of Exhibit A. 
The Notes may have notations, legends or endorsements required by law,
stock exchange rule or usage.  Notes
that are Restricted Securities (including the Initial Notes) shall bear the
Private Placement Legend.  Each Note
shall be dated the date of issuance and shall show the date of its
authentication.  Each Note shall have an
executed Guarantee from each of the Guarantors endorsed thereon substantially
in the form of Exhibit E hereto.


 


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


 


(a)           Restricted Global Securities.


 


(i)      Notes that are Restricted Securities shall be issued in the
form of one or more global securities (each, a “Restricted Global Security”) in
definitive, fully registered form without interest coupons, with the legend
provided for in Exhibit B hereto, except as otherwise permitted herein.


 


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


 


(b)           Regulation S Global Securities.


 


(i)      Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued in the form of one or more Restricted Global
Securities (the “Regulation S Global Security”) deposited with the custodian
for the Depositary, and registered in the name of the Depositary or its
nominee, duly executed by the Company and authenticated by the Trustee as
hereinafter provided.  Any resale or
transfer of beneficial interests in the Regulation S Global Security shall be
made only pursuant to Rule 144A or Regulation S or another exemption from
the Registration requirements of the Securities Act, after delivery to the
Company by the transferor, if required by the Company, of the opinions,
certification or other information described in Section 2.17.  The aggregate principal amount of the
Regulation S Global Security as may from time to time be


 


30
















 


increased or decreased by
adjustments made in the records of the Trustee, as custodian for the Depositary
or its nominee, as herein provided.


 


(c)                                  Physical Notes.  Notes issued in exchange for interests in a
Global Note pursuant to Section 2.15 may be issued in the form of
permanent certificated Notes in registered form in substantially the form set
forth in Exhibit A (the “Physical Notes”).


 


Section 2.02                                Execution and
Authentication; Aggregate Principal Amount.


 


A
duly authorized Officer of the Company shall execute the Notes for the Company,
and a duly authorized officer of each Guarantor shall sign the Guarantees for
the Guarantors, in each case by manual or facsimile signature.


 


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


 


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


 


On
the Issue Date, upon Company Order the Trustee shall authenticate and deliver
Notes for original issue in an aggregate principal amount not to exceed
$350,000,000.  In addition, at any time,
from time to time, the Trustee shall authenticate and deliver Exchange Notes in
the form of Unrestricted Notes, upon a Company Order for original issuance in
the aggregate principal amount specified in such order for original issue in
the aggregate principal amount, provided that Exchange Notes shall be issuable
only upon the valid surrender for cancellation of Global Securities or other
Notes of a like aggregate principal amount. 
Additional Notes may be issued in accordance with Sections 2.01 and
2.18.  Any such Company Order may specify
the amount of the Notes to be authenticated and the date on which the original
issue of Notes is to be authenticated, whether such Notes are Unrestricted
Notes and whether (subject to Section 2.01) the Notes are to be issued as
Physical Notes or Global Notes and such other information as the Trustee may
reasonably request and, in the case of an issuance of Additional Notes pursuant
to Section 2.18 after the Issue Date, shall certify in an Officers’
Certificate that such issuance will not be prohibited by Section 4.12.


 


The
Trustee may appoint an authenticating agent reasonably acceptable to the
Company to authenticate Notes.  Unless
otherwise provided in the appointment, an authenticating agent may authenticate
Notes whenever the Trustee may do so. 
Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent. 
An authenticating agent has the same rights as an Agent to deal with the
Company and Affiliates of the Company.


 


The
Notes shall be issuable in fully registered form only, without coupons, in
minimum denominations of $2,000 and integral multiples of $1,000 in excess
thereof.


 


31

















 


Section 2.03                                Registrar and Paying Agent.


 


The
Company shall maintain an office or agency, where (a) Notes may be
presented or surrendered for registration of transfer or for exchange (“Registrar”),
(b) Notes may be presented or surrendered for payment and (c) notices
and demands to or upon the Company in respect of the Notes and this Indenture
may be served.  The Paying Agent shall
not be the Company or an Affiliate of the Company.  The Registrar shall keep a register of the
Notes and of their transfer and exchange. 
The Company, upon notice to the Trustee, may have one or more
co-Registrars and one or more additional paying agents reasonably acceptable to
the Trustee.  The term “Paying Agent”
includes any additional paying agent. 
The Company may change the Paying Agent or Registrar without notice to
any Holder.


 


The
Company shall enter into an appropriate agency agreement with any Agent not a
party to this Indenture, which agreement shall incorporate the provisions of
the TIA and implement the provisions of this Indenture that relate to such
Agent.  The Company shall notify the
Trustee, in advance, of the name and address of any such Agent.  If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act
as such.


 


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


 


Section 2.04                                Paying Agent To Hold Assets
in Trust.


 


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


 


Section 2.05                                Holder Lists.


 


The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of the Holders and
shall otherwise comply with TIA §312(a). 
If the Trustee is not the Registrar or Paying Agent, the Company shall
furnish to the Trustee annually on each September 24 and at such other
times as the Trustee may request in writing a list in such form as the Trustee
may reasonably require of the names and addresses of the Holders, which list
may be conclusively relied upon by the Trustee.


 


32

















 


Section 2.06                                Transfer and Exchange.


 


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


 


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


 


Section 2.07                                Replacement Notes.


 


If
a mutilated Note is surrendered to the Trustee or if the Holder of a Note
claims that the Note has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee upon Company Order shall authenticate a replacement
Note and each of the Guarantors shall execute a Guarantee thereon if the Trustee’s
requirements are met.  If required by the
Trustee or the Company, such Holder must provide an indemnity bond or other
indemnity, that is sufficient in the reasonable judgment of (i) the
Trustee to protect the Trustee or any Agent and (ii) the Company and the
Guarantors to protect the Company and the Guarantors from any loss which any of
them may suffer if a Note is replaced. 
The Company and the Trustee may charge such Holder for their reasonable
out-of-pocket expenses in replacing a Note, including reasonable fees and
expenses of counsel.  Every replacement
Note shall constitute an additional obligation of the Company and every
replacement Guarantee shall constitute an additional obligation of the
Guarantors.


 


Section 2.08                                Outstanding Notes.


 


Notes
outstanding at any time are all the Notes that have been authenticated by the
Trustee except those cancelled by it or a Registrar, those delivered to it or a
Registrar for cancellation and those described in this Section as not
outstanding.  Subject to Section 2.09,
a 


 


33

















 


Note
does not cease to be outstanding because the Company or any of its Affiliates
holds the Note.


 


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


 


If
on a Redemption Date or the Maturity Date, the Paying Agent holds immediately
available funds sufficient to pay all of the principal, premium, if any, and
interest due on the Notes payable on that date and is not prohibited from
paying such money to the Holders thereof pursuant to the terms of this
Indenture, then on and after that date such Notes cease to be outstanding and
interest on them ceases to accrue.


 


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


 


Section 2.09                                Treasury Notes.


 


In
determining whether the Holders of the required aggregate principal amount of
Notes have concurred in any direction, waiver, consent or notice, Notes owned
by the Company or an Affiliate shall be considered as though they are not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes which a Responsible Officer of the Trustee actually knows are so owned
shall be so considered.  The Company
shall notify the Trustee, in writing, when it or any of its Affiliates
repurchases or otherwise acquires Notes, of the aggregate principal amount of
such Notes so repurchased or otherwise acquired.


 


Section 2.10                                [Intentionally Omitted].


 


Section 2.11                                Cancellation.


 


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


 


34

















 


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


 


Section 2.12                                Defaulted Interest.


 


The
Company will pay interest on overdue principal from time to time on demand at
the rate of interest then borne by the Notes. 
The Company shall, to the extent lawful, pay interest on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the rate of interest then borne by the Notes.  Interest on the Notes will be computed on the
basis of a 360-day year comprised of twelve 30-day months.


 


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


 


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


 


Section 2.13                                CUSIP Numbers.


 


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


 


Section 2.14                                Deposit of Moneys.


 


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


 


35

















 


Section 2.15                                Book-Entry Provisions for
Global Securities.


 


Except
as indicated below in this Section 2.15, the Notes shall be represented
only by Global Securities.  The Global
Securities shall be deposited with a Depositary for such Notes or its custodian
(initially, the Trustee) (and shall be registered in the name of such
Depositary or its nominee).  The
Depositary for the Notes shall be DTC unless the Company appoints a successor
Depositary by delivery of a Company Order to the Trustee specifying such
successor Depositary.


 


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


 


Unless
and until it is exchanged in whole or in part for Physical Notes, in accordance
with this Section 2.15, a Global Security may not be transferred except as
a whole by the relevant Depositary or nominee thereof to another nominee of the
Depositary or to a successor of Depositary or a nominee of such successor.


 


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


 


Interests
in a Global Security shall be exchangeable or transferable, as the case may be,
for Physical Notes if (i) DTC notifies the Company and the Trustee that it
is unwilling or unable to continue as Depositary for such Global Security, or
DTC ceases to be a “Clearing Agency” registered under the United States
Securities Exchange Act of 1934, and a successor depositary is not appointed by
the Company, or (ii) an Event of Default has occurred and is continuing
with respect thereto and the Depositary requests such exchange or
transfer.  Upon the occurrence of any of
the events described in the preceding sentence, the Company shall cause the
appropriate Physical Notes to be delivered to the owners of beneficial
interests in the Global Securities or the Participants in DTC through which
such owners hold their beneficial interest. 
Physical Notes shall be exchangeable or transferable for interests in
other Physical Notes as described herein.


 


Section 2.16                                Transfer and Exchange of
Securities.


 


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


 


36

















 


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


 


(ii)                             Restricted
Global Security to Regulation S Global Security.  If the Holder of a beneficial interest in a
Restricted Global Security wishes at any time to transfer such interest to a
Person who wishes to take delivery thereof in the form of a beneficial interest
in a Regulation S Global Security, such transfer may be effected, subject to
the rules and procedures of DTC, to the extent applicable (the “Applicable
Procedures”), only in accordance with the provisions of this Section 2.16(a)(ii).  Upon receipt by the Registrar of (A) written
instructions given in accordance with the Applicable Procedures from an Agent
Member directing the Registrar, to credit or cause to be credited to a
specified Agent Member’s account a beneficial interest in a Regulation S Global
Security in a principal amount equal to that of the beneficial interest in a
Restricted Global Security to be so transferred; (B) a written order given
in accordance with the Applicable Procedures containing information regarding
the account of the Agent Member to be credited with, and the account of the
Agent Member to be debited for, such beneficial interest and (C) a
certificate in substantially the form set forth in Exhibit C-1 given by
the Holder of such beneficial interest, the principal amount of a Restricted
Global Security shall be reduced, and the principal amount of a Regulation S
Global Security shall be increased, by the principal amount of the beneficial
interest in a Restricted Global Security to be so transferred, in each case by
means of an appropriate adjustment on the records of the Registrar, and the
Registrar shall instruct DTC or its authorized representative to make a
corresponding adjustment to its records and to credit or cause to be credited
to the account of the Person specified in such instructions a beneficial
interest in a Regulation S Global Security having a principal amount equal to
the amount so transferred.


 


(iii)                          Restricted
Global Security to Unrestricted Global Security.  If the Holder of a beneficial interest in a
Restricted Global Security wishes at any time to transfer such interest to a
Person who wishes to take delivery thereof in the form of a beneficial interest
in an Unrestricted Global Security, such transfer may be effected, subject to
the Applicable Procedures, only in accordance with this Section 2.16(a)(iii).  Upon receipt by the Registrar, of (A) written
instructions given in accordance with the Applicable Procedures from an Agent
Member directing the Registrar to credit or cause to be credited to a specified
Agent Member’s account a beneficial interest in an Unrestricted Global Security
in a principal amount equal to that of the beneficial interest in a Restricted
Global Security to be so transferred, (B) a written order given in
accordance with the Applicable Procedures containing information regarding the
account of the Agent Member to be credited with, and the account of the Agent
Member to be debited for, such beneficial interest and (C) a certificate
in substantially the form set forth in Exhibit 


 


37

















 


C-2 given by the Holder of
such beneficial interest, the principal amount of the Restricted Global
Security shall be reduced, and the principal amount of an Unrestricted Global
Security shall be increased, by the principal amount of the beneficial interest
in a Restricted Global Security to be so transferred, in each case by means of
an appropriate adjustment on the records of the Registrar and the Registrar
shall instruct DTC or its authorized representative to make a corresponding
adjustment to its records and to credit or cause to be credited to the account
of the Person specified in such instructions a beneficial interest in an
Unrestricted Global Security having a principal amount equal to the amount so
transferred.


 


(iv)                         Regulation S
Global Security or Unrestricted Global Security to Restricted Global Security.  If the Holder of a beneficial interest in a
Regulation S Global Security or an Unrestricted Global Security wishes at any
time to transfer such interest to a Person who wishes to take delivery thereof
in the form of a beneficial interest in a Restricted Global Security, such
transfer may be effected, subject to the Applicable Procedures, only in
accordance with this Section 2.16(a)(iv). 
Upon receipt by the Registrar of (A) written instructions given in
accordance with the Applicable Procedures from an Agent Member directing the
Registrar to credit or cause to be credited to a specified Agent Member’s
account a beneficial interest in a Restricted Global Security in a principal
amount equal to that of the beneficial interest in a Regulation S Global
Security or an Unrestricted Global Security to be so transferred, (B) a
written order given in accordance with the Applicable Procedures containing
information regarding the account of the Agent Member to be credited with, and
the account of the Agent Member to be debited for, such beneficial interest and
(C) with respect to a transfer of a beneficial interest in a Regulation S
Global Security (but not an Unrestricted Global Security) to a Person whom the
transferor reasonably believes is a “qualified institutional buyer” within the
meaning of Rule 144A under the Securities Act, a certificate in
substantially the form set forth in Exhibit C-3 given by the Holder of
such beneficial interest, the principal amount of a Restricted Global Security
shall be increased, and the principal amount of a Regulation S Global Security
or an Unrestricted Global Security shall be reduced, by the principal amount of
the beneficial interest in a Restricted Global Security to be so transferred,
in each case by means of an appropriate adjustment on the records of the
Registrar and the Registrar shall instruct DTC or its authorized representative
to make a corresponding adjustment to its records and to credit or cause to be
credited to the account of the Person specified in such instructions a
beneficial interest in the Restricted Global Security having a principal amount
equal to the amount so transferred.


 


(v)                            Exchanges of
Global Security for Non-Global Security.  In the event that a Global Security or any
portion thereof is exchanged for securities other than Global Securities, such
other securities may in turn be exchanged (on transfer or otherwise) for Notes
that are not Global Securities or for beneficial interests in a Global Security
(if any is then outstanding) only in accordance with such procedures, which
shall be substantially consistent with the provisions of clauses (i) through
(iv) above and (vi) below (including the certification requirements
intended to insure that transfers and exchanges of beneficial interests in a
Global Security comply with Rule 144A, Rule 144 or Regulation S, as 


 


38

















 


the case may be) and any
Applicable Procedures, as may be from time to time adopted by the Company and
the Trustee.


 


(vi)                         Beneficial
Interest in Regulation S Dollar Denominated Global Security to be Held Through
Euroclear or Clearstream. 
Until the termination of the applicable restricted period under
Regulation S with respect thereto, interests in a Regulation S Global Security
may be held only through Agent Members acting for and on behalf of Euroclear
and Clearstream, provided that this clause (vi) shall not prohibit
any transfer in accordance with Section 2.16(a)(iv) hereof.


 


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


 


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


 


(ii)                             Transfer to
Persons Other than Depositary.  Notwithstanding any other provision in this
Indenture or the Notes, no Global Security may be exchanged in whole or in part
for Notes registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any person other than the Depositary or a
nominee thereof unless (A) in the case of a Global Security, DTC notifies
the Company that it is unwilling or unable to continue as Depositary for such
Global Security, or DTC ceases to be a Clearing Agency registered under the
United States Securities Exchange Act of 1934, and a successor to DTC is not
appointed by the Company, or (B) in the case of any Global Security, an
Event of Default has occurred and is continuing with respect thereto and the
Depositary requests such exchange or transfer. 
Any Global Security exchanged pursuant to clause (A) above shall be
so exchanged in whole and not in part and any Global Security exchanged
pursuant to clause (B) above may be exchanged in whole or from time to
time in part as directed by DTC.  Any
Security issued in exchange for a Global Security or any portion thereof shall
be a Global Security, provided that any such Security so issued that is
registered in the name of a Person other than the Depositary or a nominee
thereof shall not be a Global Security.


 


(iii)                          Global Security
to Physical Note.  Physical
Notes issued in exchange for a Global Security or any portion thereof pursuant
to clause (ii) above shall be issued in definitive, fully registered form
without interest coupons, shall have an aggregate principal amount equal to
that of such Global Security or portion thereof to be so exchanged, shall be
registered in such names and be in such authorized denominations as the
Depositary shall designate and shall bear any legends required hereunder.  Any Global Security to be exchanged in whole
shall be surrendered by the Depositary to the Registrar.  With regard to any Global Security to be
exchanged in part, either such Global Security shall be so surrendered for
exchange or, in the case of a Global Security, if the Trustee is acting as
custodian for DTC or its nominee with respect to such Global Security or, the
principal amount thereof shall be reduced, by an amount equal to the portion
thereof to be so exchanged, by means of an appropriate adjustment made on the
records of the Trustee, as Registrar. 
Upon any such surrender or adjustment, the Trustee shall authenticate
and deliver 


 


39

















 


the Security issuable on
such exchange to or upon the order of the Depositary or an authorized
representative thereof.


 


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


 


(v)                            No Rights of
Agent Members in Global Security.  No Agent Member of any Depositary nor any
other Persons on whose behalf Agent Members may act shall have any rights under
this Indenture with respect to any Global Security, or under any Global
Security, and each Depositary or its nominee, as the case may be, may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the absolute owner and Holder of such Global Security for all purposes
whatsoever.  Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent
of the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the applicable Depositary or such
nominee, as the case may be, or impair, as between DTC, their respective Agent
Members and any other person on whose behalf an Agent Member may act, the
operation of customary practices of such Persons governing the exercise of the
rights of a Holder of any Note.


 


(vi)                         Notwithstanding
anything to the contrary in this Indenture, all Global Securities shall be
governed by the relevant Applicable Procedures.


 


Section 2.17                                Special Transfer Provisions.


 


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


 


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


 


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


 


The
Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 2.15, 2.16 or this Section 2.17
for a period of two years,


 


40
















 


after
which time such letters, notices and other written communications shall at the
written request of the Company be delivered to the Company.  The Company shall have the right to inspect
and make copies of all such letters, notices or other written communications at
any reasonable time upon the giving of reasonable prior written notice to the
Registrar.


 


The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Note
(including any transfers between or among Agent Members or Beneficial Owners of
interests in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by the terms of, this Indenture,
and to examine the same to determine substantial compliance as to form with the
express requirements hereof.


 


Section 2.18                                Issuance of Additional Notes.


 


The
Company shall be entitled to issue Additional Notes under this Indenture which
shall have substantially identical terms as the Initial Notes, other than with
respect to the date of issuance, issue price, amount of interest payable on the
first Interest Payment Date applicable thereto or upon a registration default
as provided under a registration rights agreement related thereto (and, if such
Additional Notes shall be issued in the form of Exchange Notes, other than with
respect to transfer restrictions); provided that such issuance is not
prohibited by Section 4.12.


 


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


 


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


 


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


 


(3)                                  whether such
Additional Notes shall be Restricted Securities or Unrestricted Notes.


 


ARTICLE III


 


REDEMPTION


 


Section 3.01                                Redemption.


 


The Notes shall be redeemable at the Company’s option as provided
therein.


 


41

















 


Section 3.02                                Selection of Notes To Be
Redeemed.


 


If
less than all the Notes are to be redeemed at any time, selection of such Notes
for redemption will be made by the Trustee in compliance with the requirements
of the principal national securities exchange, if any, on which such Notes are
listed or, if such Notes are not listed on a national securities exchange, on a
pro rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate; provided, however, that no Notes of a principal amount of $2,000
or less shall be redeemed in part.


 


Section 3.03                                Notice of Redemption.


 


At
least 30 days but not more than 60 days before a Redemption Date, the Company
shall send or cause to be sent a notice of redemption electronically or by
first- class mail to each Holder whose Notes are to be redeemed at its
registered address, with a copy to the Trustee, except that redemption notices
may be mailed more than 60 days prior to a redemption date if the notice is
issued in connection with a defeasance of the notes or a satisfaction and
discharge of this Indenture, in each case in accordance with this Indenture.  At the Company’s request, the Trustee shall
give the notice of redemption in the Company’s name and at the Company’s
expense provided, however, that the Company shall deliver to the
Trustee, at least 40 days prior to the Redemption Date (which may be waived by
the Trustee), an Officers’ Certificate requesting that the Trustee give such
notice.  Each notice for redemption shall
identify the Notes to be redeemed and shall state:


 


(1)                                  the Redemption
Date;


 


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


 


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


 


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


 


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


 


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


 


(7)                                  that, if any
Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed;


 


(8)                                  that, if less
than all the Notes are to be redeemed, the identification of the particular
Notes and the aggregate principal amount (or portion thereof) of such 


 


42

















 


Notes to be redeemed, to be redeemed and the
aggregate principal amount of Notes to be outstanding after such partial
redemption; and


 


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


 


If
one or more conditions specified with respect to a redemption are not satisfied
or waived, the Redemption Date shall be deemed not to have occurred for all
purposes of this Indenture and the Company shall give notice of such
non-occurrence to the Holders of the applicable Notes and to the Trustee.


 


The
Company will comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent such
rule, laws and regulations are applicable in connection with the purchase of
Notes.


 


Section 3.04                                Effect of Notice of
Redemption.


 


Once
notice of redemption is sent in accordance with Section 3.03, Notes called
for redemption become due and payable on the Redemption Date and at the
Redemption Price.  Upon surrender to the
Trustee or Paying Agent, such Notes called for redemption shall be paid at the
Redemption Price, but installments of interest, the maturity of which is on or
prior to the Redemption Date, shall be payable to Holders of record at the
close of business on the relevant record dates referred to in the Notes.  Interest shall accrue on or after the
Redemption Date and shall be payable only if the Company defaults in payment of
the Redemption Price.


 


Section 3.05                                Deposit of Redemption Price.


 


Prior
to 11:00am New York City time on the Redemption Date, the Company shall deposit
with the Paying Agent in immediately available funds money sufficient to pay
the Redemption Price, due on such Redemption Date.  The Paying Agent shall promptly return to the
Company any money so deposited that is not required for that purpose, except
with respect to monies owed as obligations to the Trustee pursuant to Article Seven.


 


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


 


Section 3.06                                Notes Redeemed in Part.


 


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


 


43

















 


ARTICLE IV


 


COVENANTS


 


Section 4.01                                Payment of Notes.


 


The
Company shall pay the interest on the Notes on the dates and in the manner
provided in the Notes.  An installment of
principal of or interest on the Notes shall be considered paid on the date it
is due if the Trustee or Paying Agent holds on that date immediately available
funds designated for and sufficient to pay the installment.  Interest on the Notes will be computed on the
basis of a 360- day year comprised of twelve 30-day months.


 


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


 


Section 4.02                                Maintenance of Office or
Agency.


 


The
Company shall maintain the office or agency required under Section 2.03.  The Company shall give prior notice to the
Trustee of the location, and any change in the location, of such office or
agency.  If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the address of the Trustee set forth in Section 13.02.


 


Section 4.03                                Limitation on Restricted
Payments.


 


The
Company shall not, and shall not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, make any Restricted Payment if at the
time of such Restricted Payment or immediately after giving effect thereto, (i) a
Default or an Event of Default shall have occurred and be continuing, (ii) the
Company is not able to incur at least $1.00 of additional Indebtedness other
than Permitted Indebtedness in compliance with Section 4.12, or (iii) the
aggregate amount of Restricted Payments including such proposed Restricted
Payment made after January 1, 2010, including, the Fair Market Value as
determined reasonably and in good faith by the Board of Managers of the
Company) of non-cash amounts constituting Restricted Payments shall exceed the
sum of:  (w) 50% of the cumulative
Consolidated Net Income (or if cumulative Consolidated Net Income shall be a
loss, minus 100% of such loss) of the Company earned from January 1, 2010
through the last day of the last full fiscal quarter immediately preceding the
date the Restricted Payment occurs (the “Reference Date”) (treating such period
as a single accounting period); plus (x) 100% of the aggregate net
proceeds received by the Company from any Person (other than a Subsidiary of
the Company) from the issuance and sale subsequent to January 1, 2010 of
Qualified Capital Stock of the Company (other than Specified Venture Capital
Stock) or debt securities of the Company that are, upon issuance, convertible
into or exchangeable for Qualified Capital Stock of the Company, but only when
and to the extent such debt securities are converted into or exchanged for
Qualified Capital Stock of the Company; plus (y) without duplication of
any amounts included in clause (iii)(x) above, 100% of the aggregate net
proceeds of 


 


44

















 


any
equity contribution received by the Company from a holder of the Company’s
Capital Stock subsequent to January 1, 2010; plus (z) $100 million.


 


Notwithstanding
the foregoing, the provisions set forth in the immediately preceding paragraph
shall not prohibit:  (1) the payment
of any dividend within 60 days after the date of declaration of such dividend
if the dividend would have been permitted on the date of declaration; (2) the
acquisition of any shares of Capital Stock of the Company, either (i) solely
in exchange for shares of Qualified Capital Stock of the Company or (ii) if
no Default or Event of Default shall have occurred and be continuing, through
the application of net cash proceeds of a substantially concurrent Equity
Offering (other than to a Subsidiary of the Company); (3) the acquisition
or repayment of any Indebtedness of the Company that is subordinate or junior
in right of payment to the Notes either (i) solely in exchange for shares
of Qualified Capital Stock of the Company, or (ii) if no Default or Event
of Default shall have occurred and be continuing, through the application of
net cash proceeds of (A) a substantially concurrent Equity Offering or (B) incurrence
for cash of Refinancing Indebtedness, (in the case of (A) or (B), other
than to a Subsidiary of the Company); (4) so long as no Default or Event
of Default shall have occurred and be continuing, repurchases by the Company
of, or dividends to a Huntsman Parent Company to permit repurchases by a Huntsman
Parent Company of, Common Stock of the Company or a Huntsman Parent Company
from employees of the Company or any of its Subsidiaries or their authorized
representatives upon the death, disability or termination of employment of such
employees, in an aggregate amount not to exceed $25 million in any calendar
year; (5) the redemption or repurchase of any Common Stock of the Company
held by a Restricted Subsidiary of the Company which obtained such Common Stock
directly from the Company; (6) distributions to any Huntsman Parent
Company in accordance with the Tax Sharing Agreement; (7) payments to any
Huntsman Parent Company for legal, audit and other expenses directly relating
to the administration of such Huntsman Parent Company not to exceed $10.0
million in any fiscal year; (8) the payment of consideration by a third
party to equity holders of the Company; (9) additional Restricted Payments
in an aggregate amount not to exceed $325 million since the Issue Date; (10) the
payment of dividends or distributions to any Huntsman Parent Company which are
contemporaneously applied to pay dividends on common stock of the Huntsman
Public Parent at a rate not to exceed $0.40 per share per annum (such amount to
be appropriately adjusted to reflect any stock split, reverse stock split,
stock dividend, stock issuance or similar transactions made after the Issue
Date so that the aggregate amount of dividends payable after such transaction
is the same as the amount payable immediately prior to such transaction); (11) payments
of dividends on Disqualified Capital Stock issued in accordance with Section 4.12;
and (12) if the Consolidated Leverage Ratio of the Company, calculated
after giving pro forma effect to
any repurchase under this clause (12), is less than 2.5 to 1.0, then the
Company may repurchase or dividend to a Huntsman Parent Company to repurchase,
up to an aggregate of $250 million of Common Stock of a Huntsman Parent
Company.  In determining the aggregate
amount of Restricted Payments made subsequent to January 1, 2010 in
accordance with clause (iii) of the immediately preceding paragraph, cash
amounts expended pursuant to clauses (1), (2), (3)(ii)(A) and (4) above
shall be included in such calculation and Restricted Payments made pursuant to
the other clauses of this paragraph shall not be so included.


 


Not
later than the date of making any Restricted Payment pursuant to clause (iii) of
the second preceding paragraph or clause (9) of the immediately preceding
paragraph, the 


 


45

















 


Company
shall deliver to the Trustee an Officers’ Certificate stating that such
Restricted Payment complies with this Indenture and setting forth in reasonable
detail the basis upon which the required calculations were computed, which
calculations may be based upon the Company’s quarterly financial statements
last provided to the Trustee pursuant to Section 4.09.


 


Section 4.04                                Corporate Existence.


 


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


 


Section 4.05                                Payment of Taxes and Other
Claims.


 


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


 


Section 4.06                                Maintenance of Properties
and Insurance.


 


(a)                                  The Company
shall, and shall cause each of its Restricted Subsidiaries to, make all
reasonable efforts to maintain its material properties in normal condition
(subject to ordinary wear and tear) and make all reasonably necessary repairs,
renewals or replacements thereto as in the judgment of the Company may be
reasonably necessary to the conduct of the business of the Company and its
Restricted Subsidiaries; except for such noncompliances as are not in the
aggregate reasonably likely to have a material adverse effect on the financial
condition or results of operations of the Company and its Restricted
Subsidiaries taken as a whole.


 


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


 


46

















 


Section 4.07                                Compliance Certificate;
Notice of Default.


 


(a)                                  The Company
shall deliver to the Trustee, within 120 days after the end of each of the
Company’s fiscal years commencing with the fiscal year ending December 31,
2010, an Officers’ Certificate stating that a review of its activities and the
activities of its Restricted Subsidiaries during the preceding fiscal year has
been made under the supervision of the signing Officers with a view to
determining whether it has kept, observed, performed and fulfilled its
obligations under this Indenture and further stating, as to each such officer
signing such certificate, that to the best of his knowledge at the date of such
certificate there is no Default or Event of Default that has occurred and is
continuing or, if such signers do know of such Default or Event of Default, the
certificate shall describe the Default or Event of Default and its status with
particularity.  The Officers’ Certificate
shall also notify the Trustee should the Company elect to change the manner in
which it fixes its fiscal year end.


 


(b)                                 The annual
financial statements delivered to the Trustee pursuant to Section 4.09
shall be accompanied by a written report of the Company’s independent
accountants that in conducting their audit of the financial statements which
are a part of such annual report or such annual financial statements nothing
has come to their attention that would lead them to believe that the Company
has violated any provisions of Article Four or Five insofar as they relate
to accounting matters or, if any such violation has occurred, specifying the
nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.


 


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


 


Section 4.08                                Compliance with Laws.


 


The
Company shall comply, and shall cause each of its Restricted Subsidiaries to
comply, with all applicable statutes, rules, regulations, orders and
restrictions of the United States of America, all states and municipalities
thereof, and of any governmental department, commission, board, regulatory authority,
bureau, agency and instrumentality of the foregoing, in respect of the conduct
of their respective businesses and the ownership of their respective
properties, except for such noncompliances as are not in the aggregate
reasonably likely to have a material adverse effect on the financial condition
or results of operations of the Company and its Restricted Subsidiaries taken
as a whole.


 


Section 4.09                                Reports to Holders.


 


Whether
or not required by the Commission, so long as any Notes are outstanding, the
Company will furnish to the Holders of the Notes and to the Trustee, within the
time periods specified in the Commission’s rules and regulations including
any extension periods available under such rules and regulations and
excluding any requirement and time periods applicable 


 


47

















 


to
“accelerated filers” (as defined in Rule 12b-2 under the Exchange Act)
under such rules and regulations, and make available to securities
analysts and potential investors upon request:


 


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


 


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


 


Notwithstanding
the foregoing, the Company shall not be required to furnish any information or
reports that are separate from information or reports furnished by Huntsman
Corporation, and the requirements specified in this paragraph shall be deemed
to be satisfied upon Huntsman Corporation’s filing of its required reports
within the time periods specified in the Commission’s rules and
regulations including any extension periods available under such rules and
regulations, in each case provided that the assets, liabilities, revenues and
net income of Huntsman Corporation are substantially similar to those of the
Company at the time of such filing.


 


If
the Company has designated as an Unrestricted Subsidiary any of its
Subsidiaries that would constitute a significant subsidiary within the meaning
of Regulation S-X under the Exchange Act, then the quarterly and annual
financial information required by the preceding paragraph shall include a
reasonably detailed presentation, either on the face of the financial
statements or in the footnotes or schedules thereto, or in Narrative Analysis
of Results of Operations, of the financial condition and results of operations
of the Company and its Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the
Company.


 


In
the event that any Huntsman Parent Company becomes a Guarantor of the Notes,
the Company may satisfy its obligations under this Section 4.09 with
respect to financial information relating to the Company by furnishing
financial information relating to such Huntsman Parent Company as provided in Section 3-10
of Regulation S-X under the Exchange Act.


 


The
Trustee shall have no responsibility whatsoever to determine if any such
filings have taken place, provided, however, that the Company
shall promptly notify the Trustee in writing whenever it shall have made such
filings with the Commission.  Delivery of
such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
the information contained therein, including the Company’s compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).


 


48

















 


Section 4.10                                Waiver of Stay, Extension or
Usury Laws.


 


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


 


Section 4.11                                Limitations on Transactions
with Affiliates.


 


(a)                                  The Company
will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, enter into or permit to exist any transaction or series of
related transactions with, or for the benefit of, any of its Affiliates (each
an “Affiliate Transaction”), other than (x) Affiliate Transactions
permitted under paragraph (b) below and (y) Affiliate Transactions on
terms that are no less favorable to the Company or the relevant Restricted
Subsidiary than those terms that might reasonably have been obtained in a
comparable transaction at such time on an arm’s-length basis by the Company or
the relevant Restricted Subsidiary and an unrelated Person.  The Board of Managers of the Company or the
Board of Managers of the relevant Restricted Subsidiary must approve each Affiliate
Transaction to which they are a party that involves aggregate payments or other
property with a Fair Market Value in excess of $25.0 million.  This approval must be evidenced by a Board
Resolution that states that the applicable Board of Managers has determined
that the transaction complies with the foregoing provisions.  If the Company or any Restricted Subsidiary
of the Company enters into an Affiliate Transaction that involves an aggregate
Fair Market Value of more than $50.0 million, then prior to the consummation of
the Affiliate Transaction, the parties to such Affiliate Transaction must
obtain a favorable opinion as to the fairness of such transaction or series of
related transactions to the Company or the relevant Restricted Subsidiary, as
the case may be, from a financial point of view, from an Independent Financial
Advisor and file the same with the Trustee.


 


(b)                                 The
restrictions set forth in clause (a) shall not apply to (i) reasonable
fees and compensation paid to and indemnity provided on behalf of, officers,
directors, manager, employees or consultants of the Company or any Restricted
Subsidiary of the Company as determined in good faith by the Company’s Board of
Managers or senior management; (ii) transactions exclusively between or
among the Company and any of its Restricted Subsidiaries or exclusively between
or among such Restricted Subsidiaries, provided such transactions are not
otherwise prohibited by this Indenture; (iii) any agreement as in effect
as of the Issue Date or any amendment thereto or any transaction contemplated
thereby or in any replacement agreement thereto so long as any such amendment
or replacement agreement is not more disadvantageous to the Holders in any
material respect than the original agreement; (iv) Permitted Investments
and Restricted Payments made in compliance with Section 4.03; (v) transactions
between or among any of the Company, any of its Subsidiaries and any
Securitization Entity in connection with a 


 


49

















 


Qualified Securitization Transaction, in each case provided
that such transactions are not otherwise prohibited by this Indenture; (vi) transactions
with distributors or other purchases or sales of goods or services, in each
case in the ordinary course of business and otherwise in compliance with the
terms of this Indenture which when taken together are fair to the Company or
the Restricted Subsidiaries as applicable, in the reasonable determination of
the Board of Managers of the Company or the senior management thereof, or are
on terms at least as favorable as might reasonably have been obtained at such
time from an unaffiliated party and (vii) Guarantees by the Company or a
Guarantor incurred in accordance with clause (xxii) of the definition of
Permitted Indebtedness.


 


Section 4.12                                Limitation on Incurrence of
Additional Indebtedness.


 


The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, assume, guarantee, acquire, become
liable, contingently or otherwise, with respect to, or otherwise become
responsible for payment of (collectively, “incur”) any Indebtedness (other than
Permitted Indebtedness); provided, however, if no Default or Event of Default
shall have occurred and be continuing at the time of or as a consequence of the
incurrence of any such Indebtedness, the Company and its Restricted
Subsidiaries may incur Indebtedness (including Acquired Indebtedness) in each
case if on the date of the incurrence of such Indebtedness, after giving effect
to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the
Company is greater than 2.0 to 1.0.


 


Section 4.13                                Limitation on Dividend and
Other Payment Restrictions Affecting Subsidiaries.


 


The
Company will not, and will not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or permit to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary of the Company to (a) pay dividends or make any other
distributions on or in respect of its Capital Stock to Huntsman International
or any Restricted Subsidiary; (b) make loans or advances or to pay any
Indebtedness or other obligation owed to the Company or any other Restricted
Subsidiary of the Company; or (c) transfer any of its property or assets
to the Company or any other Restricted Subsidiary of the Company, except for
such encumbrances or restrictions existing under or by reason of:  (1) applicable law, rules, regulations
and/or orders; (2)  this Indenture (including, without limitation, any
Liens permitted hereunder); (3) customary non-assignment provisions of any
contract or any lease governing a leasehold interest of the Company or any
Restricted Subsidiary of the Company; (4) any agreements existing at the
time of any merger or consolidation with any Person, acquisition of any Person
or the properties or assets of such Person (including agreements governing
Acquired Indebtedness), which encumbrance or restriction is not applicable to
any Person, or the properties or assets of any Person, other than the Person or
the properties or assets of the Person merged or consolidated with or so
acquired or any Subsidiary of such Person; (5) agreements existing on the
Issue Date to the extent and in the manner such agreements are in effect on
such date and any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings thereof, provided that
such amendments, modifications, restatements, increases, supplements,
refundings, replacements or refinancings are no more restrictive (as determined
by the Board of Managers of the Company in their reasonable and good


 


50
















 


faith
judgment) in any material respect, taken as a whole, with respect to such
dividend and other payment restrictions than those contained in such agreements
or instruments as in effect on the Issue Date; (6) restrictions imposed by
any agreement to sell assets or Capital Stock permitted under this Indenture to
any Person pending the closing of such sale; (7) any agreement or
instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness
or other contractual requirements of a Securitization Entity in connection with
a Qualified Securitization Transaction; provided that such restrictions apply
only to such Securitization Entity; (9) Liens incurred in accordance with
the covenant described under Section 4.18; (10) restrictions on cash
or other deposits or net worth imposed by customers under contracts entered
into in the ordinary course of business; (11) any Credit Facility; (12) any
restriction under an agreement governing Indebtedness of a Foreign Subsidiary
permitted under Section 4.12; (13) customary restrictions in Capitalized
Lease Obligations, security agreements or mortgages securing Indebtedness of
the Company or a Restricted Subsidiary to the extent such restrictions restrict
the transfer of the property subject to such Capitalized Lease Obligations,
security agreements or mortgages; (14) customary provisions in joint venture
agreements and other similar agreements (in each case relating solely to the
respective joint venture or similar entity or the equity interests therein) entered
into in the ordinary course of business; (15) contracts entered into in the
ordinary course of business, not relating to Indebtedness, and that do not,
individually or in the aggregate, detract from the value of property or assets
of the Company or any Restricted Subsidiary in any manner material to the
Company or any Restricted Subsidiary; and (16) an agreement governing
Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred
pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12)
or (13) above; provided, however, that the provisions relating to such
encumbrance or restriction contained in any such Indebtedness are no less
favorable to the Company in any material respect as determined by the Board of
Managers of the Company in their reasonable and good faith judgment than the
provisions relating to such encumbrance or restriction contained in agreements
referred to in such clause (2), (4), (5), (8), (11), (12) or (13).


 


Section 4.14                                Change of Control.


 


(a)                                  Upon the
occurrence of a Change of Control, each Holder will have the right to require
that the Company purchase all or a portion (equal to $2,000 and integral
multiples of $1,000 in excess thereof) of such Holder’s Notes in cash pursuant
to the offer described below (the “Change of Control Offer”), at a purchase
price equal to 101% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of purchase.


 


(b)                                 Prior to the
sending of the notice referred to below, but in any event within 30 days
following any Change of Control, the Company covenants to (i) repay in
full and terminate all commitments under Indebtedness under the Credit
Agreement and all other Senior Debt the terms of which require repayment upon a
Change of Control or offer to repay in full and terminate all commitments under
all Indebtedness under the Credit Agreement and all other such Senior Debt and
to repay the Indebtedness owed to each lender which has accepted such offer or (ii) obtain
the requisite consents under the Credit Agreement and all other Senior Debt to
permit the repurchase of the Notes as provided below.  The Company shall first comply with the
covenant in the immediately preceding sentence before it shall be required to
repurchase Notes pursuant to the provisions described below.  The Company’s failure to comply with the
covenant 


 


51

















 


described in the immediately preceding sentence
shall be governed by clause (3), and not clause (2), of Section 6.01.


 


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


 


(1)                                  that the Change of Control
Offer is being made pursuant to Section 4.14 of this Indenture and that
all Notes validly tendered and not withdrawn will be accepted for payment;


 


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


 


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


 


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


 


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


 


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


 


(7)                                  that Holders whose Notes are
purchased only in part will be issued new Notes in a principal amount equal to
the unpurchased portion of the Notes surrendered; provided, however,
that each Note purchased and each new Note issued shall be in a principal
amount of $2,000 and integral multiples of $1,000 in excess thereof; and


 


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


 


(d)                                 On or before
the Change of Control Payment Date, the Company shall (i) accept for
payment Notes or portions thereof (equal to $2,000 and integral multiples of
$1,000 in 


 


52

















 


excess thereof) validly tendered pursuant to the
Change of Control Offer, (ii) deposit with the Paying Agent in accordance
with Section 2.14 immediately available funds sufficient to pay the
purchase price plus accrued and unpaid interest, if any, of all Notes to be
purchased and (iii) deliver to the Trustee Notes so accepted together with
an Officers’ Certificate stating the Notes or portions thereof being purchased
by the Company and submitted for cancellation. 
Upon receipt by the Paying Agent of the monies specified in clause (ii) above
and a copy of the Officers’ Certificate specified in clause (iii) above,
the Paying Agent shall promptly pay to the Holders of Notes so accepted payment
in an amount equal to the purchase price plus accrued and unpaid interest, if
any, out of the funds deposited with the Paying Agent in accordance with the preceding
sentence.  The Trustee shall promptly
authenticate and mail or cause to be transferred by book-entry to such Holders
new Notes equal in principal amount to any unpurchased portion of the Notes
surrendered, provided that each such new Note will be in a principal amount of
$2,000 or integral multiples of $1,000 in excess thereof.  Upon the payment of the purchase price for
the Notes accepted for purchase, the Trustee shall cancel such Notes in
accordance with its customary procedures. 
Any monies remaining after the purchase of Notes pursuant to a Change of
Control Offer shall be returned within three Business Days by the Trustee to
the Company except with respect to monies owed as obligations to the Trustee
pursuant to Article Seven.  For
purposes of this Section 4.14, the Trustee shall act as the Paying Agent
for the Notes.


 


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


 


(f)                                    The Company
will 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 Indenture
with respect to a Change of Control Offer made by the Company and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.


 


Section 4.15                                Limitation on Asset Sales.  The Company will not, and will not permit any
of its Restricted Subsidiaries to, consummate an Asset Sale unless


 


(a)                                  the Company or
the applicable Restricted Subsidiary receives consideration at the time of such
Asset Sale at least equal to the Fair Market Value of the assets sold or
otherwise disposed of as determined in good faith by the Company’s Board of
Managers; and


 


(b)                                 at least 75%
(or, in the case of an Asset Sale consisting of assets used or useful in a
business similar or related to the Pigments business of the Company and its
Subsidiaries, 65%) of the consideration received by the Company or the applicable
Restricted Subsidiary from such Asset Sale shall be in the form of cash or Cash
Equivalents, and is received at the time of the Asset Sale (which shall be
deemed to include other consideration converted to cash or Cash Equivalents
within 90 days of such Asset Sale).  For 


 


53

















 


the purposes of this
provision, the amount of any liabilities shown on the most recent applicable
balance sheet of the Company or the applicable Restricted Subsidiary, other
than liabilities that are by their terms subordinated to the Notes, that are
assumed by the transferee of any such assets will be deemed to be cash for
purposes of this provision.


 


(c)                                  Upon the
consummation of an Asset Sale, the Company may apply, or cause such applicable
Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset
Sale within 415 days of having received the Net Cash Proceeds:


 


(i)                                     to prepay any
Senior Debt, Guarantor Senior Debt or Indebtedness of a Restricted Subsidiary
that is not a Guarantor and, in the case of any such Indebtedness under any
revolving credit facility, effect a permanent reduction in the availability
under such revolving credit facility; and/or


 


(ii)                                  to prepay any
Pari Passu Indebtedness of the Company, and, in the case of any such
Indebtedness under any revolving credit facility, effect a permanent reduction
in the availability under such revolving credit facility; and/or to


 


(iii)                               make an
investment in or expenditures for properties and assets (including Capital
Stock of any entity) that replace the properties and assets that were the
subject of the Asset Sale or in properties and assets (including Capital Stock
of any entity) that will be used in the business of the Company and its
Subsidiaries as existing on the Issue Date or in businesses reasonably related
thereto (“Replacement Assets”); and/or


 


(iv)                              make an
acquisition of all of the capital stock or assets of any Person or division
conducting a business reasonably related to that of the Company or its Subsidiaries.


 


On the 416th day after an
Asset Sale or any earlier date, if any, on which the Board of Managers of the
Company or of the applicable Restricted Subsidiary determines not to apply the
Net Cash Proceeds in accordance with the above provisions of this clause (c) (each,
a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash
Proceeds which have not been applied or contractually committed to be applied
(and to the extent not subsequently applied, the Net Proceeds Offer Trigger
Date related thereto shall be deemed to be the date of termination of such
contractual commitment or any earlier date, if any, on which the Board of
Managers of the Company or the board of the applicable Restricted Subsidiary
determines not to apply the Net Cash Proceeds in accordance with such
contractual commitment) on or before such Net Proceeds Offer Trigger Date as
permitted by the above provisions of this clause (c) (the “Net Proceeds
Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to
make an offer to purchase (or repay, prepay or redeem, as the case may be) (the
“Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) that is
not less than 30 nor more than 45 days following the applicable Net Proceeds
Offer Trigger Date, from all Holders and all holders of Indebtedness that is
equal in right of payment with the Notes and contains provisions requiring that
an offer to purchase such other Indebtedness be made with 


 


54

















 


the proceeds of the Asset Sale, on a pro rata basis,
the maximum principal amount of Notes and other Indebtedness that may be
purchased with the Net Proceeds Offer Amount. 
Notwithstanding the foregoing, the obligation to make a Net Proceeds
Offer shall be suspended until such time as the aggregate amount of the Net
Proceeds Offer Amount is equal to or exceeds $75 million.  The offer price in any Net Proceeds Offer
will be equal to 100% of the principal value of the Notes to be purchased, plus
any accrued and unpaid interest to the date of purchase.


 


The following events will be
deemed to constitute an Asset Sale and the Net Cash Proceeds for such Asset
Sale must be applied in accordance with this section 4.15:


 


·             in the event any non-cash
consideration received by the Company or any Restricted Subsidiary of the
Company in connection with any Asset Sale is converted into or sold or
otherwise disposed of for cash (other than interest received with respect to
any such non-cash consideration), or


 


·             in the event of the transfer
of substantially all (but not all) of the property and assets of the Company
and its Restricted Subsidiaries as an entirety to a Person in a transaction
permitted under Section 5.01 and as a result thereof the Company is no
longer an obligor on the Notes, the successor corporation shall be deemed to
have sold the properties and assets of the Company and its Restricted
Subsidiaries not so transferred for purposes of this Section 4.15, and
shall comply with the provisions of this covenant with respect to such deemed
sale as if it were an Asset Sale.  In
addition, the Fair Market Value of such properties and assets of the Company or
its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash
Proceeds for purposes of this Section 4.15.


 


Notwithstanding the
provisions described in the immediately preceding paragraphs, the Company and
its Restricted Subsidiaries may consummate an Asset Sale without complying with
such paragraphs to the extent (i) at least 75% of the consideration for such
Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for
Fair Market Value.  Any consideration
that does not constitute Replacement Assets that is received by the Company or
any of its Restricted Subsidiaries in connection with any Asset Sale permitted
under this paragraph shall constitute Net Cash Proceeds and will be subject to
the provisions described in the preceding paragraphs.


 


Each notice of a Net
Proceeds Offer pursuant to this Section 4.15 shall be sent by the Company
to Holders of Notes at their last registered address not more than 30 days
following the Net Proceeds Offer Trigger Date, with a copy to the Trustee.  The notice shall contain all instructions and
materials necessary to enable such Holders to tender Notes pursuant to the Net
Proceeds Offer and shall state the following terms:


 


(1)                                  that the Net Proceeds Offer
is being made pursuant to Section 4.15 of this Indenture, that all Notes
tendered will be accepted for payment; provided, however, that if
the aggregate principal amount of Notes tendered in a Net 


 


55

















 


Proceeds
Offer plus accrued interest at the expiration of such offer exceeds the
aggregate amount of the Net Proceeds Offer, the Trustee, as Registrar shall
select the Notes to be purchased on a pro rata basis (with such adjustments as
may be deemed appropriate by the Company so that only Notes in denominations of
$2,000 or multiples in excess of $1,000 thereof shall be purchased) and that
the Net Proceeds Offer shall remain open for a period of 20 Business Days or
such longer periods as may be required by law;


 


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


 


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


 


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


 


(5)                                  that Holders electing to
have a Note purchased pursuant to a Net Proceeds Offer will be required to
surrender the Note, with the form entitled “Option of Holder to Elect Purchase”
on the reverse of the Note completed, to the Paying Agent at the address
specified in the notice prior to the close of business on the third Business
Day prior to the Net Proceeds Offer Payment Date; provided, however,
that Holders of Global Securities will be required to surrender such Global
Securities pursuant to Applicable Procedures;


 


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


 


(7)                                  that Holders whose Notes are
purchased only in part will be issued new Notes in a principal amount equal to
the unpurchased portion of the Note surrendered; provided, however,
that each new Note issued shall be in an original principal amount of $1,000; provided,
further, however, that no Note of $2,000 or less may remain
outstanding.


 


On
or before the Net Proceeds Offer Payment Date, the Company shall (i) accept
for payment Notes or portions thereof (in integral multiples of $1,000; provided,
that no Note of $2,000 or less may remain outstanding thereafter) validly
tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying
Agent, in accordance with Section 2.14, immediately available funds
(sufficient to pay the purchase price plus accrued and unpaid interest, if any,
of all Notes to be purchased and (iii) deliver to the Trustee Notes so
accepted together with an Officers’ Certificate 


 


56

















 


stating
the Notes or portions thereof being purchased by the Company.  Upon receipt by the Paying Agent of the
monies specified in clause (ii) above and a copy of the Officers’
Certificate specified in clause (iii) above, the Paying Agent shall
promptly pay to the Holders of Notes so accepted payment in an amount equal to
the purchase price plus accrued and unpaid interest, if any, out of the funds
deposited with the Paying Agent in accordance with the preceding sentence.  The Trustee shall promptly authenticate and
mail to such Holders new Notes equal in principal amount to any unpurchased
portion of the Notes surrendered.  Upon
the payment of the purchase price for the Notes accepted for purchase, the
Trustee shall cancel such Notes pursuant to Section 2.11 of this
Indenture.  Any monies remaining after
the purchase of Notes pursuant to a Net Proceeds Offer shall be returned within
three Business Days by the Trustee to the Company except with respect to monies
owed as obligations to the Trustee pursuant to Article Seven.  For purposes of this Section 4.15, the
Trustee shall act as the Paying Agent for the Notes.


 


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


 


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


 


Section 4.16                                Prohibition on Incurrence of
Senior Subordinated Debt.


 


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


 


For
purposes of the foregoing the phrase “subordinate in right of payment” means
debt subordination only and not lien subordination, and accordingly, (i) unsecured
indebtedness shall not be deemed to be subordinated in right of payment to
secured indebtedness merely by virtue of the fact that it is unsecured and (ii) junior
liens, second liens and other contractual arrangements that provide for
priorities among holders of the same or different issues of indebtedness with
respect to any collateral or the proceeds of collateral shall not constitute
subordination in right of payment.


 


Section 4.17                                Limitation on Preferred Stock
of Restricted Subsidiaries.


 


The
Company will not permit any of its Restricted Subsidiaries to issue any
Preferred Stock (other than to the Company or to another Restricted Subsidiary
of the Company) or permit any Person (other than the Company or a Restricted
Subsidiary of the Company) to own any Preferred Stock of any Restricted
Subsidiary of the Company; provided, however, that any 


 


57

















 


Person
that is not a Restricted Subsidiary of the Company may issue Preferred Stock to
equity holders of such Person in exchange for equity interests if after such
issuance such Person becomes a Restricted Subsidiary of the Company.


 


Section 4.18                                Limitation on Liens.


 


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


 


Section 4.19                                Limitation of Guarantees by
Restricted Subsidiaries.


 


The
Company will not permit any of its Restricted Subsidiaries, directly or
indirectly, by way of the pledge of any intercompany note or otherwise, to
assume, guarantee or in any other manner become liable with respect to any
Indebtedness of the Company or any other Restricted Subsidiary (other than (A) Indebtedness
under Commodity Agreements and Currency Agreements in reliance on clause (v) of
the definition of Permitted Indebtedness, (B) Interest Swap Obligations
incurred in reliance on clause (iv) of the definition of Permitted
Indebtedness, (C) any guarantee by a Foreign Subsidiary of Indebtedness of
another Foreign Subsidiary permitted under Section 4.12), or (D) any
guarantee of Acquired Indebtedness of a person by any Subsidiary of such person
which guarantee constitutes Acquired Indebtedness, unless, in any such case (a) such
Restricted Subsidiary that is not a Guarantor executes and delivers a
supplemental indenture to this Indenture, providing a Guarantee by such
Restricted Subsidiary, (b) if any such assumption, guarantee or other
liability by such Restricted Subsidiary is provided in respect of Pari Passu
Indebtedness, then the guarantee or other instrument provided by such
Restricted Subsidiary in respect of such Pari Passu Indebtedness shall be pari
passu in right of payment with the Guarantees and (c) any such assumption,
guarantee or other liability of such Restricted Subsidiary that is provided in
respect of Indebtedness that is expressly subordinated to the Notes shall be
subordinated to the Guarantees pursuant to subordination provisions no less
favorable in any material respect to the Holders than the subordination
provisions contained in this Indenture.


 


Section 4.20                                Conduct of Business.


 


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


 


58

















 


Section 4.21                                Covenant Termination.


 


After
such time as (i) the Notes have been assigned an Investment Grade Rating
by either Rating Agency (the “Investment Grade Rating Date”) and (ii) no
Default or Event of Default under this Indenture shall have occurred and be
continuing, and notwithstanding that the Notes may later cease to have an
Investment Grade Rating by any Rating Agency, the Company and its Restricted
Subsidiaries shall no longer be subject to the following sections:  Section 4.03, Section 4.11, Section 4.12,
Section 4.13, Section 4.15, Section 4.16, Section 4.17, Section 4.19,
Section 4.20 and Section 5.01(a)(iii) or (c)(iii).  Notice of such covenant termination shall be
provided in writing to the Trustee.


 


ARTICLE V


 


SUCCESSOR CORPORATION


 


Section 5.01                                Merger, Consolidation and
Sale of Assets.


 


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


 


(i)                  either (1) the Company
shall be the surviving or continuing entity or (2) the Person (if other
than the Company) formed by such consolidation or merger shall be an entity
organized and validly existing under the laws of the United States or any State
thereof or the District of Columbia (the “Surviving Entity”)


 


(ii)               the Surviving Entity, if
any, expressly assumes, by supplemental indenture (in form and substance
satisfactory to the Trustee), all rights and obligations of the Company under
the Notes and this Indenture;


 


(iii)            immediately after giving
effect to such transaction either (a) the Company or the Surviving Entity
shall be able to incur at least $1.00 of additional Indebtedness (other than
Permitted Indebtedness) pursuant to Section 4.12 or (b) the
Consolidated Fixed Charge Coverage Ratio of the Company or the Surviving Entity
would be greater than the Consolidated Fixed Charge Coverage Ratio of the
Company determined immediately prior to such transaction;


 


(iv)           immediately before and after
giving effect to such transaction, including the assumption of the Notes, no
Default or Event of Default occurred or exists; and


 


(v)              the Company or the Surviving
Entity shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel stating that all conditions precedent in this Indenture
relating to such transaction have been satisfied.


 


59

















 


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


 


(c)                                  Each Guarantor
(other than any Guarantor whose Guarantee is to be released in accordance with
the terms of the Guarantee and this Indenture in connection with any
transaction complying with the provisions of Section 4.15) will not, and
the Company will not cause or permit any Guarantor to, consolidate with or
merge with or into any Person other than the Company or any other Guarantor
unless: (i) the entity formed by or surviving any such consolidation or
merger (if other than the Guarantor) assumes by supplemental indenture all of
the obligations of the Guarantor on its Guarantee; (ii) immediately after
giving effect to such transaction, no Default or Event of Default shall have
occurred and be continuing; and (iii) immediately after giving effect to such
transaction and the use of any net proceeds therefrom on a pro forma basis, the
Company could satisfy the provisions of Section 5.01(a)(iii).  Any merger or consolidation of a Guarantor
with and into the Company (with the Company being the surviving entity) or
another Guarantor need not comply with clause (a) above.


 


Notwithstanding
anything in this Section 5.01 to the contrary, (a) the Company may
merge with an Affiliate that has no material assets or liabilities and that is
incorporated or organized solely for the purpose of reincorporating or
reorganizing the Company in another state of the United States or the District
of Columbia without complying with Section 5.01(a)(iii) and (b) any
transaction characterized as a merger under applicable state law where each of
the constituent entities survives, shall not be treated as a merger for
purposes of this covenant, but shall instead be treated as (x) an Asset
Sale, if the result of such transaction is the transfer of assets by the
Company or a Restricted Subsidiary, or (y) an Investment, if the result of
such transaction is the acquisition of assets by the Company or a Restricted
Subsidiary.


 


Section 5.02                                Successor Corporation
Substituted.


 


Upon
any consolidation, combination or merger, or any transfer of all or
substantially all of the assets of the Company in accordance with Section 5.01
in which the Company is not the Surviving Entity, the successor Person formed
by such consolidation or into which the Company is merged or to which such
conveyance, lease or transfer is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture and
the Notes with the same effect as if such Surviving Entity had been named as
such.


 


ARTICLE VI


 


DEFAULT AND REMEDIES


 


Section 6.01                                Events of Default.


 


Each
of the following shall be an “Event of Default”:


 


60
















 


(1)                                  the failure to
pay interest any Notes when the same becomes due and payable and such Default
continues for a period of 30 days (whether or not such payment shall be
prohibited by the subordination provisions described under Article Ten);


 


(2)                                  the failure to
pay principal on any Notes, when such principal becomes due and payable, at
maturity, upon redemption or otherwise (including the failure to make a payment
when due to purchase the Notes tendered pursuant to a Change of Control Offer
or a Net Proceeds Offer) (whether or not such payment shall be prohibited by
the subordination provisions described under Article Ten);


 


(3)                                  the failure of
the Company or any Guarantor to comply with any covenant or agreement contained
in this Indenture, which default continues for a period of 60 days after the
Company receives a written notice specifying the default (or 120 days after
such a notice in the event of a Default under Section 4.09) (and demanding
that such default be remedied) from the Trustee or the Holders of at least 25%
of the outstanding principal amount of the Notes (including any Additional
Notes subsequently issued under this Indenture) (except in the case of a
default with respect to Section 5.01, which will constitute an Event of
Default with such notice requirement but without such passage of time
requirement);


 


(4)                                  the occurrence
of any default under any agreement governing Indebtedness of the Company or any
of its Restricted Subsidiaries, if that default:  (A) is caused by the failure to pay at
final maturity the principal amount of any Indebtedness after giving effect to
any applicable grace periods and any extensions of time for payment of such
Indebtedness; or (B) results in
the acceleration of the final stated maturity of any such Indebtedness, and
in each case if the aggregate principal amount of such Indebtedness unpaid or
accelerated aggregates $100.0 million or more at any time and such Indebtedness
has not been discharged in full or such acceleration has not been rescinded or
annulled within 30 days of such final maturity or acceleration;


 


(5)                                  the failure of
the Company or any of the Guarantors to pay or otherwise discharge or stay one
or more judgments in an aggregate amount exceeding $100.0 million (which are
not covered by indemnities or third party insurance as to which the Person
giving such indemnity or such insurer has not disclaimed coverage) for a period
of 60 days after such judgments become final and non-appealable;


 


(6)                                  the Company or
any Restricted Subsidiary which is also a Significant Subsidiary (A) commences
a voluntary case or proceeding under any Bankruptcy Law with respect to itself,
(B) consents to the entry of a judgment, decree or order for relief
against it in an involuntary case or proceeding under any Bankruptcy Law, (C) consents
to the appointment of a custodian of it or for substantially all of its
property, (D) consents to or acquiesces in the institution of a bankruptcy
or an insolvency proceeding against it or (E) makes a general assignment
for the benefit of its creditors;


 


(7)                                  a court of
competent jurisdiction enters a judgment, decree or order for relief in respect
of the Company or any Restricted Subsidiary which is also a Significant 


 


61

















 


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


 


(8)                                  the failure of
any Guarantee of any Significant Subsidiary of the Company to be in full force
and effect (other than as provided in accordance with the terms of such
Guarantee and this Indenture) or any of the Guarantors denies its liability
under its Guarantee.


 


Section 6.02                                Acceleration.


 


(a)                                  If an Event of
Default of the type described in Section 6.01(6) or (7) occurs
with respect to the Company and is continuing, then all unpaid principal of,
and premium, if any, and accrued and unpaid interest on all of the outstanding
Notes (including any Additional Notes subsequently issued under this Indenture)
will become immediately due and payable without further action or notice.  If any other Event of Default occurs and is continuing,
then the Trustee or the Holders of at least 25% in principal amount of
outstanding Notes (including any Additional Notes subsequently issued under
this Indenture) may declare the principal of and accrued interest on all the
Notes to be due and payable by notice in writing (the “Acceleration Notice”) to
the Company and the Trustee, which notice must also specify that it is a “notice
of acceleration.”  In that event, the
Notes will become immediately due and payable unless, if there are any amounts
outstanding under the Designated Senior Debt, then the Notes will become
immediately due and payable only upon the first to occur of (i) an
acceleration under the Designated Senior Debt or (ii) five (5) business
days after receipt by the Company and the Representative under the Designated
Senior Debt of such Acceleration Notice.


 


(b)                                 At any time
after a declaration of acceleration with respect to the Notes as described in Section 6.02(a),
the Holders of a majority in principal amount of the Notes (including any
Additional Notes) may rescind and cancel such declaration and its consequences:


 


(1)                                  if the rescission would not
conflict with any judgment or decree;


 


(2)                                  if all existing Events of
Default have been cured or waived except nonpayment of principal or interest
that has become due solely because of the acceleration;


 


(3)                                  to the extent the payment of
such interest is lawful, interest on overdue installments of interest and
overdue principal, which has become due otherwise than by such declaration of
acceleration, has been paid;


 


(4)                                  if the Company has paid the
Trustee its reasonable compensation and reimbursed the Trustee for its
expenses, disbursements and advances; or


 


62

















 


(5)                                  in the event of the cure or
waiver of an Event of Default of the type described in Section 6.01(6) or
(7), the Trustee shall have received an Officers’ Certificate that such Event
of Default has been cured or waived.


 


No
such rescission shall affect any subsequent Default or impair any right
consequent thereto.


 


Section 6.03                                Other Remedies.


 


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


 


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


 


Section 6.04                                Waiver of Past Defaults.


 


Subject
to Sections 6.07 and 9.02, the Holders of a majority in aggregate principal
amount of the Notes (including the aggregate principal amount of any Additional
Notes subsequently issued under this Indenture) by notice to the Trustee may
waive any existing Default or Event of Default hereunder and its consequences,
except a Default in the payment of the principal of or interest on any Note as
specified in clauses (1) and (2) of Section 6.01; provided
that a Default or Event of Default due to failure to comply with Section 4.09
shall be deemed to be cured upon filing by the Company (or, if applicable,
Huntsman Corporation) of the reports in compliance with Section 4.09.


 


Section 6.05                                Control by Majority.


 


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


 


63

















 


Prior
to taking any action hereunder, the Trustee shall be entitled to
indemnification by the Holders satisfactory to it in its sole discretion
against all losses and expenses caused by taking or not taking such action


 


Section 6.06                                Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 6.07                                Rights of Holders To Receive
Payment.


 


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


 


Section 6.08                                Collection Suit by Trustee.


 


If
an Event of Default in payment of principal or interest specified in clause (1) or
(2) of Section 6.01 occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
or any other obligor on the Notes for the whole amount of principal and accrued
interest remaining unpaid, together with interest on overdue principal and, to
the extent that payment of such interest is lawful, interest on overdue
installments of interest at the rate set forth in the Notes and such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.


 


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Section 6.09                                Trustee May File Proofs
of Claim.


 


The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, taxes, disbursements and
advances of the Trustee, its agents and counsel) and the Holders allowed in any
judicial proceedings relating to the Company or any other obligor upon the
Notes, any of their respective creditors or any of their respective property,
and shall be entitled and empowered to collect and receive any monies or other
property payable or deliverable on any such claims and to distribute the same,
and any custodian in any such judicial proceedings is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses,
taxes, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07.  The Company’s payment obligations under this Section 6.09
shall be secured in accordance with the provisions of Section 7.07.  Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


 


Section 6.10                                Priorities.


 


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


 


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


 


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


 


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


 


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


 


The
Trustee, upon prior notice to the Company, may fix a record date and payment
date for any payment to Holders pursuant to this Section 6.10.


 


Section 6.11                                Undertaking for Costs.


 


In
any suit for the enforcement of any right or remedy under this Indenture or in
any suit against the Trustee for any action taken or omitted by it as Trustee,
a court in its discretion may require the filing by any party litigant in the
suit of an undertaking to pay the costs of 


 


65

















 


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


 


Section 6.12                                Expenses and Services After
an Event of Default.


 


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


 


ARTICLE VII


 


TRUSTEE


 


Section 7.01                                Duties of Trustee.


 


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


 


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


 


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


 


(2)                                  In the absence of bad faith
on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates (including Officers’ Certificates) or opinions (including Opinions
of Counsel) furnished to the Trustee and conforming to the requirements of this
Indenture.  However, as to any
certificates or opinions which are required by any provision of this Indenture
to be delivered or provided to the Trustee, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture but need not confirm or investigate the accuracy
or mathematical calculations or other facts stated therein or otherwise verify
the contents thereof.


 


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


 


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


 


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


 


(3)                                  The Trustee shall not be
liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to Section 6.02, 6.04
or 6.05.


 


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


 


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


 


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


 


Section 7.02                                Rights of Trustee.


 


Subject
to Section 7.01:


 


(a)                                  In the absence
of bad faith, negligence or willful misconduct on the part of the Trustee, the
Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any document believed by it to be genuine and to
have been signed or presented by the proper Person.  The Trustee need not investigate any fact or
matter stated in the document.


 


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


 


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


 


(d)                                 The Trustee
shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate (including any Officers’ Certificate),
statement, instrument, opinion (including any Opinion of Counsel), notice,
request, direction, consent, order, bond, debenture, or other paper or
document.


 


(e)                                  The Trustee
shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request, order or direction of any of the Holders 


 


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of the Notes pursuant to the
provisions of this Indenture, unless such Holders shall have offered to the
Trustee security or indemnity reasonably satisfactory to it against the costs,
expenses and liabilities which may be incurred by it in compliance with such
request, order or direction.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(m)                               In no event
shall the Trustee be responsible or liable for special, indirect, punitive or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action.


 


(n)                                 The Trustee
shall not be responsible for any costs, expenses, damages or other liabilities
arising (directly or indirectly) as a result of (i) any filing of a claim
or 


 


68

















 


proof of debt by holders of
Senior Debt or Guarantor Senior Debt (or their Representative) or (ii) any
right of holders of Senior Debt or Guarantor Senior Debt (or their
Representative) to file any such claim or proof of debt, in any such case in
accordance with the second paragraph of Section 10.09 or Section 12.09.


 


Section 7.03                                Individual Rights of Trustee.


 


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


 


Section 7.04                                Trustee’s Disclaimer.


 


The
Trustee makes no representation as to the validity or adequacy of this
Indenture or the Notes, and it shall not be accountable for the Company’s use
of the proceeds from the Notes, and it shall not be responsible for any
statement of the Company in this Indenture or the Notes other than the
certificate of authentication.


 


Section 7.05                                Notice of Default.


 


If
a Default or an Event of Default occurs and is continuing and if a Responsible
Officer of the Trustee has actual knowledge of such Default or Event of
Default, the Trustee shall send to each Noteholder notice of the uncured
Default or Event of Default on the later of (i) 60 days after such Default
or Event of Default occurs or (ii) 10 days after a Responsible Officer of
the Trustee has actual knowledge of such Default or Event of Default.  Except in the case of a Default or an Event
of Default in the payment of interest or principal of, premium or interest on,
any Note, including an accelerated payment and the failure to make payment on
the Change of Control Payment Date pursuant to a Change of Control Offer or on
a Net Proceeds Offer Payment Date pursuant to a Net Proceeds Offer and, except
in the case of a failure to comply with Article Five, the Trustee may
withhold the notice if and so long as its Responsible Officer(s) in good
faith determines that withholding the notice is in the interest of the
Holders.  The Trustee shall not be deemed
to have knowledge of a Default or Event of Default other than (i) any
Event of Default occurring pursuant to Sections 6.01(1) or 6.01(2); or (ii) any
Default or Event of Default of which a Responsible Officer shall have received
written notification or obtained actual knowledge.  As used herein, the term “actual knowledge”
means the actual fact or statement of knowing, without any duty to make any
investigation with regard thereto. 
During the existence of an Event of Default, the Trustee will exercise
such 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 his own affairs.


 


Section 7.06                                Reports by Trustee to
Holders.


 


Within
60 days after April 15 of each year beginning with April 15, 2011,
the Trustee shall, to the extent that any of the events described in TIA § 313(a) occurred
within the previous twelve months, but not otherwise, mail to each Noteholder a
brief report dated as of 


 


69

















 


such
date that complies with TIA § 313(a). 
The Trustee also shall comply with TIA § 313(b) and 313(c).


 


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


 


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


 


Section 7.07                                Compensation and Indemnity.


 


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


 


The
Company shall indemnify the Trustee and its agents, employees, officers,
stockholders and directors for, and hold them harmless against, any loss,
liability or expense including taxes (other than taxes based on the income of
the Trustee) and reasonable attorneys’ fees and expenses incurred by them
except for such actions to the extent caused by any negligence, bad faith or
willful misconduct on their part, arising out of or in connection with the
acceptance or administration of this trust including the reasonable costs and
expenses of defending themselves against or investigating any claim (whether
asserted by the Company, and Holder or any other Person) or liability in
connection with the exercise or performance of any of the Trustee’s rights,
powers or duties hereunder.  The Trustee
shall notify the Company promptly of any claim asserted against the Trustee or
any of its agents, employees, officers, stockholders and directors for which it
may seek indemnity.  Failure by the
Company to so notify the Trustee shall not relieve the Company of its obligations
hereunder.  The Company shall defend the
claim and the Trustee shall cooperate in the defense at the Company’s
expense.  The Trustee and its agents,
employees, officers, stockholders and directors subject to the claim may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel; provided, however, that the Company will not be
required to pay such fees and expenses if it assumes the Trustee’s defense and
there is no conflict of interest between the Company and the Trustee and its
agents, employees, officers, stockholders and directors subject to the claim in
connection with such defense as reasonably determined by the Trustee; provided,
further, that, unless the Company otherwise agrees in writing, the
Company shall not be liable to pay the fees and expenses of more than one
counsel at any given time located within one particular jurisdiction.  The Company need not pay for any settlement
made without its written consent which consent shall not be unreasonably withheld.  The Company need not reimburse any expense or
indemnify against any loss or liability to the extent incurred by the Trustee
through its negligence, bad faith or willful misconduct.


 


To
secure the Company’s payment obligations in this Section 7.07, the Trustee
shall have a lien prior to the Notes on all assets or money held or collected
by the Trustee, in its


 


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capacity
as Trustee, except assets or money held in trust to pay principal of or
interest on particular Notes.


 


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


 


The
provisions of this Section shall survive the termination of this
Indenture, any rejection or termination of this Indenture under any Bankruptcy
Law or the resignation or removal of the Trustee.


 


Section 7.08                                Replacement of Trustee.


 


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


 


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


 


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


 


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


 


(4)                                  the Trustee becomes
incapable of acting.


 


If
the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Company shall notify each Holder of such event and
shall promptly appoint a successor Trustee. 
Within one year after the successor Trustee takes office, the Holders of
a majority in principal amount of the Notes may appoint a successor Trustee to
replace the successor Trustee appointed by the Company.


 


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


 


If
a successor Trustee does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders
of at least 10% in aggregate 


 


71

















 


principal
amount of the outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.


 


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


 


Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Company’s
obligations under Section 7.07 shall continue for the benefit of the
retiring Trustee.


 


Section 7.09                                Successor Trustee by Merger, Etc.


 


If
the Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
resulting, surviving or transferee corporation without any further act shall,
if such resulting, surviving or transferee corporation is otherwise eligible
hereunder, be the successor Trustee; provided, however, that such
corporation shall be otherwise qualified and eligible under this Article Seven.


 


Section 7.10                                Eligibility;
Disqualification.


 


This
Indenture shall always have a Trustee who satisfies the requirement of TIA
§§ 310(a)(1) and 310(a)(2). 
The Trustee (or in the case of a corporation included in a bank holding
company system, the related bank holding company) shall have a combined capital
and surplus of at least $100,000,000 as set forth in its most recent published
annual report of condition.  In addition,
if the Trustee is a corporation included in a bank holding company system, the
Trustee, independently of such bank holding company, shall meet the capital
requirements of TIA § 310(a)(2). 
The Trustee shall comply with TIA § 310(b); provided, however,
that there shall be excluded from the operation of TIA § 310(b)(1) any
indenture or indentures under which other notes, or certificates of interest or
participation in other notes, of the Company are outstanding, if the
requirements for such exclusion set forth in TIA § 310(b)(1) are
met.  The provisions of TIA § 310
shall apply to the Company and any other obligor of the Notes.


 


Section 7.11                                Preferential Collection of
Claims Against the Company.


 


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


 


ARTICLE VIII


 


DISCHARGE OF INDENTURE;
DEFEASANCE


 


Section 8.01                                Termination of the Company’s
Obligations.


 


This
Indenture will be Discharged and will cease to be of further effect and the
obligations of the Company and the Guarantors under the Notes and the
Guarantees and this Indenture 


 


72

















 


shall
terminate (except that the obligations under Sections 2.03 through 2.07, 7.01,
7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of
the Trustee hereunder shall survive the effect of this Article Eight) when
(a) either (i) all existing Notes theretofore authenticated and
delivered (except lost, stolen or destroyed Notes which have been replaced or
paid and Notes for whose payment money has theretofore been deposited in trust
or segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust) have been delivered to the Trustee for
cancellation or (ii) all Notes not theretofore delivered to the Trustee
for cancellation have become due and payable or will become due and payable
within one year (including by way of irrevocable instructions delivered by the
Company to the Trustee to effect the redemption of the Notes), and the Company
has irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust solely for the benefit of the Holders of such Notes, cash in
U.S. Dollars, U.S. Government Obligations in amounts as will be sufficient
without consideration of any reinvestment of interest to pay and discharge the
entire Indebtedness on the Notes not theretofore delivered to the Trustee for
cancellation, for principal of, premium, if any, and interest on the Notes to
the date of deposit together with irrevocable instructions from the Company
directing the Trustee to apply such Funds to the payment thereof at maturity or
redemption, as the case may be; (b) the Company has paid all other sums
payable under this Indenture by the Company with respect to the Notes; and (c) the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel stating that all conditions precedent under this Indenture relating to
the satisfaction and discharge of this Indenture with respect to the Notes have
been complied with.  All funds that
remain unclaimed for one year will be paid to the Company upon Company Order
and thereafter Holders must look to the Company for payment as general
creditors.


 


In
addition, at the Company’s option, either (a) the Company shall be deemed
to have been Discharged from any and all obligations with respect to the Notes
and the Guarantees (“Legal Defeasance”) after the applicable conditions set
forth below have been satisfied (except for the obligations of the Company
under Sections 2.03, 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01)
or (b) the Company and its Restricted Subsidiaries shall cease to be under
any obligation to comply with any term, provision or condition set forth in
Sections 4.03, 4.09 and 4.11 through 4.20 and Section 5.01 and thereafter
any omission to comply with such obligations shall not constitute a Default or
Event of Default with respect to the Notes (“Covenant Defeasance”) after the
applicable conditions set forth below have been satisfied:


 


(1)                                  the Company
must irrevocably deposit with the Trustee in trust, for the benefit of the
Holders, cash in U.S. Dollars or non-callable U.S. government obligations 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, if
any, and interest on the Notes on the stated date for payment thereof or on an
applicable redemption date;


 


(2)                                  in the case of
Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of
Counsel in the United States of America reasonably acceptable to the Trustee
confirming that


 


(i)             the Company has received
from, or there has been published by, the Internal Revenue Service a ruling, or


 


73

















 


(ii)          since the Issue Date, there
has been a change in the applicable United States 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 United States federal income tax purposes as a result of such
Legal Defeasance and will be subject to United States 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; provided, however, such Opinion
of Counsel shall not be required if all the Notes will become due and payable
on the Maturity Date within one year or are to be called for redemption within
one year under arrangements satisfactory to the Trustee;


 


(3)                                  in the case of
Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion
of Counsel in the United States of America reasonably acceptable to the Trustee
confirming that the Holders of the outstanding Notes will not recognize income,
gain or loss for United States federal income tax purposes as a result of such
Covenant Defeasance and will be subject to United States 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;


 


(4)                                  no Event of
Default or Default shall have occurred and be continuing on the date of such
deposit (other than any Default arising from the substantially contemporaneous
incurrence of Indebtedness to fund the deposit described above in clause (1));


 


(5)                                  such Legal
Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a default under this Indenture (other than any Default arising
from the substantially contemporaneous incurrence of Indebtedness to fund the
deposit described above in clause (1)) or any other material agreement or
instrument to which the Company or any of its Subsidiaries is a party or by
which the Company or any of its Subsidiaries is bound;


 


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


 


(7)                                  the Company
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; and


 


(8)                                  the Company
shall have delivered to the Trustee an Opinion of Counsel, to the effect that either
(i) the Company has assigned all its ownership interest in the trust funds
to the Trustee or (ii) the Trustee has a valid perfected security interest
in the trust funds.


 


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Section 8.02                                Acknowledgment of Discharge
by Trustee.


 


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


 


Section 8.03                                Application of Trust Money.


 


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


 


Section 8.04                                Repayment to the Company.


 


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


 


Section 8.05                                Reinstatement.


 


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


 


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ARTICLE IX


 


AMENDMENTS, SUPPLEMENTS AND
WAIVERS


 


Section 9.01                                Without Consent of Holders.


 


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


 


(1)                                  to cure any
ambiguities, defect or inconsistency;


 


(2)                                  provide for the
assumption of the Company’s obligations to Holders of Notes in the case of a
merger or consolidation or sale of all or substantially all of the Company’s
assets;


 


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


 


(4)                                  add any person
as a Guarantor of the Notes or secure the Notes or the Guarantees;


 


(5)                                  make any change
that would provide any additional rights or benefits to the Holders or that
does not adversely affect in any material respect the legal rights of any
Noteholders hereunder (provided that the removal of the provisions effecting
subordination of the Notes shall not be deemed to adversely affect the legal
rights of Holders of Notes for such purpose);


 


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


 


(7)                                  conform this
Indenture or the Notes to the descriptions thereof set forth under the heading “Description
of Notes” in the final Offering Circular dated September 14, 2010 relating
to the initial offering of Notes, to the extent that the Trustee has received
an Officers’ Certificate stating that any text to be so conformed constitutes
an unintended conflict with the corresponding provision in such Description of
Notes;


 


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


 


Section 9.02                                With Consent of Holders.


 


Subject
to Section 6.07, the Company, when authorized by a Board Resolution, the
Guarantors and the Trustee, together, with the written consent (including any
electronic communication thereof by a Depositary) of the Holder or Holders of
at least a majority in principal amount of the then outstanding Notes
(including the aggregate principal amount of any Additional 


 


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Notes
subsequently issued under this Indenture) may make all other modifications,
waivers and amendments of this Indenture, the Notes or the Guarantees, except
that, without the consent of each Holder of Notes affected thereby, no
amendment and waiver may, directly or indirectly:


 


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


 


(2)                                  reduce the rate
of or change the time for payment of interest, including defaulted interest, on
any Notes;


 


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


 


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


 


(5)                                  make any change
in provisions of this Indenture or the Notes relating to the rights of Holders
of Notes to receive payment of principal of and interest on such Notes on or
after the due date thereof or to bring suit to enforce such payment or
permitting Holders of a majority in principal amount of the Notes to waive
Defaults or Events of Default;


 


(6)                                  after a Change
of Control has occurred, amend, change or modify any provision of this
Indenture that would amend, change or modify in any material respect the
obligation of the Company to make and complete a Change of Control Offer with
respect to such Change of Control or, after an Asset Sale has occurred, amend,
change or modify in any material respect the obligation of the Company to make
and complete a Net Proceeds Offer with respect to such Asset Sale;


 


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


 


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


 


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


 


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


 


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Section 9.03                                Compliance with TIA.


 


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


 


Section 9.04                                Revocation and Effect of
Consents.


 


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


 


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


 


After
an amendment, supplement or waiver becomes effective, it shall bind every
Holder, unless it makes a change described in any of clauses (1) through (8) of
Section 9.02, in which case, the amendment, supplement or waiver shall
bind only each Holder of a Note who has consented to it and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as a consenting
Holder’s Note; provided, however, that any such waiver shall not
impair or affect the right of any Holder to receive payment of principal of and
interest on a Note, on or after the respective due dates expressed in such
Note, or to bring suit for the enforcement of any such payment on or after such
respective dates without the consent of such Holder.


 


Section 9.05                                Notation on or Exchange of
Notes.


 


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


 


Section 9.06                                Trustee To Sign Amendments, Etc.


 


The
Trustee shall execute any amendment, supplement or waiver authorized pursuant
to and adopted in accordance with this Article Nine; provided, however,
that the Trustee 


 


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


 


ARTICLE X


 


SUBORDINATION OF NOTES


 


Section 10.01                          Notes Subordinated to Senior
Debt.


 


Anything
herein to the contrary notwithstanding, the Company, for itself and its
successors, and each Holder, by his or her acceptance of Notes, agrees that the
payment of all Obligations owing to the Holders in respect of the Notes is
subordinated, to the extent and in the manner provided in this Article Ten,
in right of payment to the prior payment in full in cash, Cash Equivalents or
Foreign Cash Equivalents, or such payment duly provided for to the satisfaction
of the holders of Senior Debt, of all Obligations on Senior Debt, including
without limitation, the Company’s obligations under the Credit Agreement.


 


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


 


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


 


(a)                                  Unless Section 10.03
shall be applicable, upon (1) the occurrence and continuance of any
default in the payment when due, whether at maturity, upon any redemption, by
declaration or otherwise, of any principal of, interest on, unpaid drawings for
letters of credit issued in respect of, or regularly accruing fees with respect
to, any Senior Debt (a “Payment Default”) and (2) receipt by the Trustee
and the Company from a Representative of written notice of such occurrence,
then no payment (other than payments previously made pursuant to Article Eight)
or distribution of any assets of the Company of any kind or character shall be
made by or on behalf of the Company or any other Person on its or their behalf
on account of any Obligations under the Notes or on account of the purchase,
redemption or other acquisition of Notes for cash or property or otherwise
(except that Holders may receive (i) Permitted Junior Securities and (ii) payments
made from the trusts described in Section 8.01) and until such Payment
Default shall have been cured or waived or shall have ceased to exist or such
Senior Debt as to which such Payment Default relates shall have been discharged
or paid in full in cash, Cash Equivalents or Foreign Cash Equivalents, or such
payment duly provided for to the satisfaction of the holders of Senior Debt,
after which the Company shall resume making any and all required payments in
respect of the Notes, including any missed payments.


 


(b)                                 Unless Section 10.03
shall be applicable, upon (1) the occurrence and continuance of any event
of default (other than a Payment Default) with respect to any Designated 


 


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Senior Debt (as such event of default is defined in
the instrument creating or evidencing such Designated Senior Debt) permitting
the holders of such Designated Senior Debt then outstanding to accelerate the
maturity thereof (a “Non-payment Default”) and (2) the earlier of (i) receipt
by the Trustee and the Company from a Representative of written notice of such
occurrence stating that such notice is a “Payment Blockage Notice” pursuant to
this Section 10.02 or (ii) if such Non-payment Default results from
the acceleration of the Notes, the date of such acceleration, no payment (other
than payments previously made pursuant to Article Eight) or distribution
of any assets of the Company of any kind or character shall be made by or on
behalf of the Company or any other Person on its or their behalf on account of
any Obligations under the Notes or on account of the purchase or redemption or
other acquisition of Notes for cash or property or otherwise (except that
Holders may receive (i) Permitted Junior Securities and (ii) payments
made from the trusts described in Section 8.01) for a period (the “Payment
Blockage Period”) commencing on the date of receipt by the Trustee of the
written notice of a Non- payment Default from such Representative or the date
of the acceleration referred to in clause (ii) above, as the case may be,
unless and until the earlier to occur of the following events: (w) 180
days shall have elapsed since receipt of such notice or the date of the
acceleration of the Notes, as the case may be (provided no Designated Senior
Debt shall theretofore have been accelerated), (x) such Non-payment
Default shall have been cured or waived or shall have ceased to exist, (y) such
Designated Senior Debt shall have been discharged or paid in full in cash, Cash
Equivalents or Foreign Cash Equivalents, or such payment duly provided for to
the satisfaction of the holders of such Designated Senior Debt, or (z) such
Payment Blockage Period shall have been terminated by written notice to the
Company and the Trustee from the Representative initiating such Payment
Blockage Period or the holders of at least a majority in principal amount of
such issue of Designated Senior Debt initiating such Payment Blockage Period,
after which, in the case of clause (w), (x), (y) or (z), the Company shall
resume making any and all required payments in respect of the Notes, including
any missed payments.  Notwithstanding
anything herein to the contrary, (x) in no event will a Payment Blockage
Period or successive Payment Blockage Periods with respect to the same payment
on the Notes extend beyond 180 days from the date the payment on the Notes was
due and (y) only one such Payment Blockage Period may be commenced within
any 360 consecutive days.  For all
purposes of this Section 10.02(b), no event of default which existed or
was continuing on the date of the commencement of any Payment Blockage Period
with respect to the Designated Senior Debt of the Company initiating such
Payment Blockage Period shall be, or be made, the basis for the commencement of
a second Payment Blockage Period by the holders or by the Representative of
such Designated Senior Debt whether or not within a period of 360 consecutive
days, unless such event of default shall have been cured or waived for a period
of not less than 90 consecutive days (it being acknowledged that any subsequent
action, or any breach of any financial covenants for a period commencing after
the date of commencement of such Payment Blockage Period that, in either case,
would give rise to an event of default pursuant to any provisions under which
an event of default previously existed or was continuing shall constitute a new
event of default for this purpose).


 


(c)                                  In the event
that, notwithstanding the foregoing, the Company shall have made payment to the
Trustee or directly to the Holder of any Note prohibited by the foregoing
provisions of this Section 10.02, then and in such event such payment
shall be segregated from other funds and held in trust by the Trustee or such
Holder or Paying Agent for the benefit of,


 


80
















 


and shall immediately be paid over to, the holders
of Senior Debt or to the Representatives upon their written directive or as a
court of competent jurisdiction shall direct.


 


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


 


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


 


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


 


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


 


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


 


81

















 


Equivalents or Foreign Cash
Equivalents, or such payment duly provided for to the satisfaction of the
holders of Senior Debt, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.


 


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


 


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


 


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


 


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


 


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


 


82

















 


Company
and the holders and owners of the Senior Debt of the Company shall be deemed to
have been consummated in reliance upon this Article Ten.


 


Section 10.05                          Obligations of the Company
Unconditional.


 


Nothing
contained in this Article Ten or elsewhere in this Indenture or in the
Notes is intended to or shall impair, as between the Company and the Holders,
the obligation of the Company, which is absolute and unconditional, to pay to
the Holders the principal of and interest on the Notes as and when the same
shall become due and payable in accordance with their terms, or is intended to
or shall affect the relative rights of the Holders and creditors of the Company
other than the holders of the Senior Debt, nor shall anything herein or therein
prevent the Trustee or any Holder from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article Ten, of the holders of Senior Debt in
respect of cash, property or Notes of the Company received upon the exercise of
any such remedy.  Upon any payment or
distribution of assets or securities of the Company referred to in this Article Ten,
the Trustee, subject to the provisions of Sections 7.01 and 7.02, and the
Holders shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which any liquidation, dissolution, winding-up or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidating trustee or agent or other Person making any
payment or distribution to the Trustee or to the Holders for the purpose of
ascertaining the Persons entitled to participate in such payment or distribution,
the holders of Senior Debt and other Indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article Ten.  Nothing in this Article Ten shall apply
to the claims of, or payments to, the Trustee under or pursuant to Section 7.07.  The Trustee shall be entitled to rely on the
delivery to it of a written notice by a Person representing himself or itself
to be a holder of any Senior Debt (or a trustee on behalf of, or other
representative of, such holder) to establish that such notice has been given by
a holder of such Senior Debt or a trustee or representative on behalf of any
such holder.


 


In
the event that the Trustee determines in good faith that any evidence is
required with respect to the right of any Person as a holder of Senior Debt to
participate in any payment or distribution pursuant to this Article Ten,
the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Debt held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article Ten, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.


 


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


 


The
Trustee shall not at any time be charged with knowledge of the existence of any
facts that would prohibit the making of any payment to or by the Trustee unless
and until a Responsible Officer of the Trustee or any Paying Agent shall have
received written notice thereof from the Company or from one or more holders of
Senior Debt or from any Representative therefor and, prior to the receipt of
any such notice, the Trustee, subject to the provisions of 


 


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Sections
7.01 and 7.02, shall be entitled in all respects conclusively to assume that no
such fact exists.


 


Section 10.07                          Application by Trustee of
Assets Deposited with It.


 


U.S.
Legal Tender or U.S. Government Obligations deposited in trust with the Trustee
pursuant to and in accordance with Section 8.01 and 8.02 shall be for the
sole benefit of the Holders of the Notes and, to the extent allocated for the
payment of Notes, shall not be subject to the subordination provisions of this Article Ten.  Otherwise, any deposit of assets or
securities by or on behalf of the Company with the Trustee or any Paying Agent
(whether or not in trust) for the payment of principal of or interest on any
Notes shall be subject to the provisions of this Article Ten; provided, however,
that if prior to the second Business Day preceding the date  on which by the terms of this Indenture any
such assets may become distributable for any purpose (including, without
limitation, the payment of either principal of or interest on any Note) the
Trustee or such Paying Agent shall not have received with respect to such
assets the notice provided for in Section 10.06, then the Trustee or such
Paying Agent shall have full power and authority to receive such assets and to
apply the same to the purpose for which they were received, and shall not be
affected by any notice to the contrary received by it on or after such
date.  The foregoing shall not apply to
the Paying Agent if the Company or any Subsidiary or Affiliate of the Company
is acting as Paying Agent.  Nothing
contained in this Section 10.07 shall limit the right of the holders of
Senior Debt to recover payments as contemplated by this Article Ten.


 


Section 10.08                          No Waiver of Subordination
Provisions.


 


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


 


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


 


Section 10.09                          Holders Authorize Trustee To
Effectuate Subordination of Notes.


 


Each
Holder of the Notes by such Holder’s acceptance thereof authorizes and
expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to 


 


84

















 


effect
the subordination provisions contained in this Article Ten, and appoints
the Trustee such Holder’s attorney-in-fact for such purpose, including, in the
event of any liquidation, dissolution, winding-up, reorganization, assignment
for the benefit of creditors or marshaling of assets of the Company tending
towards liquidation or reorganization of the business and assets of the
Company, the immediate filing of a claim for the unpaid balance of such Holder’s
Notes in the form required in said proceedings and cause said claim to be
approved.  If the Trustee does not file a
proper claim or proof of debt in the form required in such proceeding prior to
30 days before the expiration of the time to file such claim or claims, then
any of the holders of the Senior Debt or their Representative is hereby
authorized to file an appropriate claim for and on behalf of the Holders of
said Notes.  Nothing herein contained
shall be deemed to authorize the Trustee or the holders of Senior Debt or their
Representative to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee or the holders of Senior Debt or their Representative to vote in
respect of the claim of any Holder in any such proceeding.


 


Section 10.10                          Right of Trustee To Hold
Senior Debt.


 


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


 


Section 10.11                          No Suspension of Remedies.


 


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


 


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


 


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


 


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


 


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ARTICLE XI


 


GUARANTEE OF NOTES


 


Section 11.01                          Unconditional Guarantee.


 


Subject
to the provisions of this Article Eleven, each of the Guarantors hereby,
jointly and severally, unconditionally and irrevocably guarantees, on a senior
subordinated basis (such guarantees to be referred to herein as the “Guarantee”)
to each Holder of a Note (including any Additional Notes upon issuance in
accordance with Section 2.18) authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of this Indenture, the Notes or the obligations of the
Company or any other Guarantors to the Holders or the Trustee hereunder or
thereunder, that: (a) the principal of, premium, if any, and interest on
the Notes (and any Additional Interest payable thereon) shall be duly and
punctually paid in full when due, whether at maturity, upon redemption at the
option of Holders pursuant to the provisions of the Notes relating thereto, by
acceleration or otherwise, and interest on the overdue principal and (to the
extent permitted by law) interest, if any, on the Notes and all other
obligations of the Company or the Guarantors to the Holders or the Trustee
hereunder or thereunder (including amounts due the Trustee under Section 7.07
hereof) and all other obligations shall be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and (b) in case of
any extension of time of payment or renewal of any Notes or any of such other
obligations, the same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at maturity, by
acceleration or otherwise.  Failing
payment when due of any amount so guaranteed, or failing performance of any
other obligation of the Company to the Holders under this Indenture or under
the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to
perform or cause the performance of, the same immediately.  An Event of Default under this Indenture or
the Notes shall constitute an event of default under this Guarantee, and shall
entitle the Holders of Notes to accelerate the obligations of the Guarantors
hereunder in the same manner and to the same extent as the obligations of the
Company.


 


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



 


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to
the Trustee or such Holder, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect.  Each Guarantor further agrees that, as
between it, on the one hand, and the Holders of Notes and the Trustee, on the
other hand, (a) subject to this Article Eleven, the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article Six
hereof for the purposes of this Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (b) in the event of any acceleration of such
obligations as provided in Article Six hereof, such obligations (whether
or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Guarantee.


 


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


 


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


 


Section 11.02                          Limitations on Guarantees.


 


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


 


Section 11.03                          Execution and Delivery of
Guarantee.


 


To
further evidence the Guarantee set forth in Section 11.01, each Guarantor
hereby agrees that a notation of such Guarantee, substantially in the form of Exhibit E
hereto, shall be endorsed on each Note authenticated and delivered by the
Trustee.  Such Guarantee shall be
executed on behalf of each Guarantor by either manual or facsimile signature of
a duly authorized Officer of each Guarantor. 
The validity and enforceability of any Guarantee shall not be affected
by the fact that it is not affixed to any particular Note.


 


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


 


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


 


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


 


Section 11.04                          Release of a Guarantor.


 


(a)                                  If no Default
or Event of Default exists and is continuing, the obligations of any Guarantor
under its Guarantee of the Notes will be automatically and unconditionally
released and discharged when any of the following occurs:


 


(1)                                  a sale, exchange, transfer
or other disposition (including, without limitation, by way of merger,
consolidation or otherwise), directly or indirectly, of all of the Capital
Stock of such Guarantor to any Person that is not a Restricted Subsidiary of
the Company; provided that such sale, exchange, transfer or other disposition
is made in accordance with the provisions of this Indenture;


 


(2)                                  a sale, exchange, transfer
or other disposition (including, without limitation, by way of merger,
consolidation or otherwise), directly or indirectly, of Capital Stock of such
Guarantor to any Person that is not a Restricted Subsidiary of the Company, or
an issuance by such Guarantor of its Capital Stock, in each case as a result of
which such Guarantor ceases to be a majority-owned Subsidiary of the Company;
provided that such transaction is made in accordance with the provisions of
this Indenture;


 


(3)                                  such Guarantor is
unconditionally released and discharged from its liability with respect to
Indebtedness in connection with which such Guarantee was executed pursuant to
clause (1) of the covenant described under the Section 4.19 hereof;


 


(4)                                  the designation of such
Guarantor as an Unrestricted Subsidiary in accordance with the provisions of
this Indenture; or


 


(5)                                  the occurrence of Legal
Defeasance or Covenant Defeasance in accordance with this Indenture.


 


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


 


The
Trustee shall, upon receipt of the documents in 11.04(b) above, execute
any documents reasonably requested by the Company or a Guarantor in order to
evidence the release of such Guarantor from its obligations under its Guarantee
endorsed on the Notes and under this Article Eleven.


 


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Section 11.05                          Waiver of Subrogation.


 


Until
this Indenture is discharged and all of the Notes are discharged and paid in
full, each Guarantor hereby irrevocably waives and agrees not to exercise any
claim or other rights which it may now or hereafter acquire against the Company
that arise from the existence, payment, performance or enforcement of the
Company’s obligations under the Notes or this Indenture and such Guarantor’s
obligations under this Guarantee and this Indenture, in any such instance
including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution, indemnification, and any right to participate in any
claim or remedy of the Holders against the Company, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from the Company,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim or other rights.  If any amount shall be paid to any Guarantor
in violation of the preceding sentence and any amounts owing to the Trustee or
the Holders of Notes under the Notes, this Indenture, or any other document or
instrument delivered under or in connection with such agreements or
instruments, shall not have been paid in full, such amount shall have been
deemed to have been paid to such Guarantor for the benefit of, and held in
trust for the benefit of, the Trustee or the Holders and shall forthwith be
paid to the Trustee for the benefit of itself or such Holders to be credited
and applied to the obligations in favor of the Trustee or the Holders, as the
case may be, whether matured or unmatured, in accordance with the terms of this
Indenture.  Each Guarantor acknowledges
that it will receive direct and indirect benefits from the financing
arrangements contemplated by this Indenture and that the waiver set forth in
this Section 11.05 is knowingly made in contemplation of such benefits.


 


Section 11.06                          Immediate Payment.


 


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


 


Section 11.07                          No Set-Off.


 


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


 


Section 11.08                          Obligations Absolute.


 


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


 


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Section 11.09                          Obligations Continuing.


 


The
obligations of each Guarantor hereunder shall be continuing and shall remain in
full force and effect until all the obligations have been paid and satisfied in
full.


 


Section 11.10                          Obligations Not Reduced.


 


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


 


Section 11.11                          Obligations Reinstated.


 


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


 


Section 11.12                          Obligations Not Affected.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)                                     the occurrence
of any change in the laws, rules, regulations or ordinances of any jurisdiction
by any present or future action of any governmental authority or court
amending, varying, reducing or otherwise affecting, or purporting to amend,
vary, reduce or otherwise affect, any of the Obligations or the obligations of
a Guarantor under its Guarantee; and


 


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


 


Section 11.13                          Waiver.


 


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


 


Section 11.14                          No Obligation To Take Action
Against the Company.


 


Neither
the Trustee nor any other Person shall have any obligation to enforce or
exhaust any rights or remedies or to take any other steps under any security
for the Obligations 


 


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or
against the Company or any other Person or any property of the Company or any
other Person before the Trustee is entitled to demand payment and performance
by any or all Guarantors of their liabilities and obligations under their
Guarantees or under this Indenture.


 


Section 11.15                          Dealing with the Company and
Others.


 


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


 


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


 


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


 


(c)                                  accept
compromises or arrangements from the Company;


 


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


 


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


 


Section 11.16                          Default and Enforcement.


 


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


 


Section 11.17                          Amendment, Etc.


 


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


 


Section 11.18                          Acknowledgment.


 


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


 


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Section 11.19                          Costs and Expenses.


 


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


 


Section 11.20                          No Waiver; Cumulative
Remedies.


 


No
failure to exercise and no delay in exercising, on the part of the Trustee or
the Holders, any right, remedy, power or privilege hereunder or under this
Indenture or the Notes, shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder or under
this Indenture or the Notes preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges
in the Guarantee and under this Indenture, the Notes and any other document or
instrument between a Guarantor and/or the Company and the Trustee are
cumulative and not exclusive of any rights, remedies, powers and privilege
provided by law.


 


Section 11.21                          Guarantee in Addition to
Other Obligations.


 


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


 


Section 11.22                          Severability.


 


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


 


Section 11.23                          Successors and Assigns.


 


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


 


ARTICLE XII


 


SUBORDINATION OF GUARANTEE


 


Section 12.01                          Guarantee Obligations
Subordinated to Guarantor Senior Debt.


 


Anything
herein to the contrary notwithstanding, each of the Guarantors, for itself and
its successors, and each Holder, by his or her acceptance of Guarantees, agrees
that the payment 


 


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of
all Obligations owing to the Holders in respect of its Guarantee (collectively,
as to any Guarantor, its “Guarantee Obligations”) is subordinated, to the
extent and in the manner provided in this Article Twelve, to the prior
payment in full in cash, Cash Equivalents or Foreign Cash Equivalents, or such
payment duly provided for to the satisfaction of the holders of Guarantor
Senior Debt, of all Obligations on Guarantor Senior Debt of such Guarantor,
including without limitation, the Guarantors’ obligations under the Credit
Agreement.


 


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


 


Section 12.02                          Suspension of Guarantee
Obligations When Guarantor Senior Debt Is in Default.


 


(a)                                  Unless Section 12.03
shall be applicable, upon (1) the occurrence of a Payment Default with
respect to any Designated Senior Debt of a Guarantor or guaranteed by a
Guarantor (which Designated Senior Debt or guarantee, as the case may be,
constitutes Guarantor Senior Debt of such Guarantor) and (2) receipt by a
Responsible Officer of the Trustee, the Company and such Guarantor from a
Representative of written notice of such occurrence, then no payment (other
than payments previously made pursuant to Article Eight) or distribution
of any assets of such Guarantor of any kind or character shall be made by or on
behalf of such Guarantor or any other Person on its behalf on account of any
Obligations under the Notes or on account of the purchase, redemption or other
acquisition of Notes for cash or property or otherwise (except that Holders may
receive (i) Permitted Junior Securities and (ii) payments made from
the trusts described in Section 8.01) until such Payment Default shall
have been cured or waived or shall have ceased to exist or such Guarantor
Senior Debt shall have been discharged or paid in full in cash, Cash
Equivalents or Foreign Cash Equivalents, or such payment duly provided for to
the satisfaction of the holders of Guarantor Senior Debt, after which such
Guarantor shall resume making any and all required payments in respect of its
obligations under this Guarantee, including any missed payments.


 


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


 


94

















 


of receipt by a Responsible Officer of the Trustee
of such notice or the date of the acceleration referred to in clause (ii) above,
as the case may be, unless and until the earlier to occur of the following
events: (w) 180 days shall have elapsed since receipt of such written
notice by a Responsible Officer of the Trustee or the date of the acceleration
of the Notes, as the case may be (provided no Designated Senior Debt of a
Guarantor shall theretofore have been accelerated), (x) such Non-payment
Default shall have been cured or waived or shall have ceased to exist, (y) such
Designated Senior Debt shall have been discharged or paid in full in cash, Cash
Equivalents or Foreign Cash Equivalents, or such payment duly provided for to
the satisfaction of the holders of such Designated Senior Debt of a Guarantor
or (z) such Guarantor Payment Blockage Period shall have been terminated
by written notice to the Trustee from the Representative initiating Guarantor
Payment Blockage Period, or the holders of at least a majority in principal
amount of such issue of Guarantor Senior Debt, after which, in the case of
clause (w), (x), (y) or (z), such Guarantor shall resume making any and
all required payments in respect of its obligations under its Guarantee,
including any missed payments. 
Notwithstanding anything herein to the contrary, (x) in no event
will a Guarantor Payment Blockage Period or successive Guarantor Payment
Blockage Periods with respect to the same payment on a Guarantee extend beyond
180 days from the date the payment on a Guarantee was due and (y) only one
such Guarantor Payment Blockage Period may be commenced within any 360
consecutive days.  For all purposes of
this Section 12.02(b), no event of default which existed or was continuing
on the date of the commencement of any Guarantor Payment Blockage Period with
respect to the Designated Senior Debt of a Guarantor initiating such Guarantor
Payment Blockage Period shall be, or be made, the basis for the commencement of
a second Guarantor Payment Blockage Period by the holders or by the agent or
other representative of such Designated Senior Debt of a Guarantor whether or
not within a period of 360 consecutive days, unless such event of default shall
have been cured or waived for a period of not less than 90 consecutive days (it
being acknowledged that any subsequent action, or any breach of any financial
covenants for a period commencing after the date of commencement of such
Guarantor Payment Blockage Period that, in either case, would give rise to an
event of default pursuant to any provisions under which an event of default
previously existed or was continuing shall constitute a new event of default
for this purpose).


 


(c)                                  In the event that,
notwithstanding the foregoing, a Guarantor shall have made payment to the
Trustee or directly to the Holder of any Note prohibited by the foregoing
provisions of this Section 12.02, then and in such event such payment
shall be segregated from other funds and held in trust by the Trustee or such
Holder or Paying Agent for the benefit of, and shall immediately be paid over
to, the holders of Designated Senior Debt of a Guarantor or to the
Representatives or as a court of competent jurisdiction shall direct.


 


Section 12.03                          Guarantee Obligations
Subordinated to Prior Payment of All Guarantor Senior Debt on Dissolution,
Liquidation or Reorganization of Such Subsidiary Guarantor.


 


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


 


95

















 


voluntary
or involuntary, but excluding any liquidation or dissolution of a Guarantor
into the Company or into another Guarantor:


 


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


 


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


 


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


 


Each
Guarantor shall give prompt notice to the Trustee prior to any dissolution,
winding up, total or partial liquidation or total or reorganization (including,
without limitation, in 


 


96

















 


bankruptcy,
insolvency, or receivership proceedings or upon any assignment for the benefit
of creditors or any other marshaling of such Guarantor’s assets and
liabilities).


 


Section 12.04                          Holders of Guarantee
Obligations To Be Subrogated to Rights of Holders of Guarantor Senior Debt.


 


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


 


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


 


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


 


Section 12.05                          Obligations of the
Guarantors Unconditional.


 


Nothing
contained in this Article Twelve or elsewhere in this Indenture or in the
Guarantees is intended to or shall impair, as between the Guarantors and the
Holders, the obligation of the Guarantors, which is absolute and unconditional,
to pay to the Holders all amounts due and payable under the Guarantees as and
when the same shall become due and payable in accordance with their terms, or
is intended to or shall affect the relative rights of the Holders and creditors
of the Guarantors other than the holders of the Guarantor Senior Debt, nor
shall anything 


 


97

















 


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


 


In
the event that the Trustee determines in good faith that any evidence is
required with respect to the right of any Person as a holder of Guarantor
Senior Debt to participate in any payment or distribution pursuant to this Article Twelve,
the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Guarantor Senior Debt held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article Twelve, and if such evidence is not furnished,
the Trustee may defer any payment to such Person pending judicial determination
as to the right of such Person to receive such payment.


 


Section 12.06                          Trustee Entitled To Assume
Payments Not Prohibited in Absence of Notice.


 


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


 


Section 12.07                          Application by Trustee of
Assets Deposited with It.


 


U.S.
Legal Tender or U.S. Government Obligations deposited in trust with the Trustee
pursuant to and in accordance with Sections 8.01 and 8.02 shall be for the sole
benefit of Holders of the Notes and, to the extent allocated for the payment of
Notes, shall not be subject to the subordination provisions of this Article Twelve.  Otherwise, any deposit of assets or
securities by or on behalf of a Guarantor with the Trustee or any Paying Agent
(whether or not in trust) for payment of the Guarantees shall be subject to the
provisions of this Article Twelve; provided, 


 


98

















 


however,
that if prior to the second Business Day preceding the date on which by the
terms of this Indenture any such assets may become distributable for any
purpose (including, without limitation, the payment of either principal of or
interest on any Note) a Responsible Officer of the Trustee or such Paying Agent
shall not have received with respect to such assets the notice provided for in Section 12.06,
then the Trustee or such Paying Agent shall have full power and authority to
receive such assets and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary received by
it on or after such date.  The foregoing
shall not apply to the Paying Agent if the Company or any Subsidiary or
Affiliate of the Company is acting as Paying Agent.  Nothing contained in this Section 12.07
shall limit the right of the holders of Guarantor Senior Debt to recover
payments as contemplated by this Article Twelve.


 


Section 12.08                          No Waiver of Subordination
Provisions.


 


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


 


(b)                                 Without
limiting the generality of subsection (a) of this Section 12.08, the
holders of Guarantor Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Notes and
without impairing or releasing the subordination provided in this Article Twelve
or the obligations hereunder of the Holders of the Notes to the holders of
Guarantor Senior Debt, do any one or more of the following: (1) change the
manner, place, terms or time of payment of, or renew or alter, Guarantor Senior
Debt or any instrument evidencing the same or any agreement under which
Guarantor Senior Debt is outstanding; (2) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing
Guarantor Senior Debt; (3) release any Person liable in any manner for the
collection or payment of Guarantor Senior Debt; and (4) exercise or
refrain from exercising any rights against the Guarantors and any other Person.


 


Section 12.09                          Holders Authorize Trustee To
Effectuate Subordination of Guarantee Obligations.


 


Each
Holder of the Guarantee Obligations by his acceptance thereof authorizes and
expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effect the subordination provisions contained in
this Article Twelve, and appoints the Trustee his attorney-in-fact for
such purpose, including, in the event of any liquidation, dissolution, winding
up, reorganization, assignment for the benefit of creditors or marshaling of
assets of any Guarantor tending towards liquidation or reorganization of the
business and assets of any Guarantor, the immediate filing of a claim for the
unpaid balance under its or his Guarantee Obligations in the form required in
said proceedings and cause said claim to be approved.  If the Trustee does not file a proper claim
or proof of debt in the form required in such proceeding prior to 30 days
before the expiration of the time to file such claim or claims, then any of the



 


99

















 


holders
of the Guarantor Senior Debt or their Representative is hereby authorized to
file an appropriate claim for and on behalf of the Holders of said Guarantee
Obligations.  Nothing herein contained
shall be deemed to authorize the Trustee or the holders of Guarantor Senior
Debt or their Representative to authorize or consent to or accept or adopt on
behalf of any holder of Guarantee Obligations any plan of reorganization,
arrangement, adjustment or composition affecting the Guarantee Obligations or the
rights of any Holder thereof, or to authorize the Trustee or the holders of
Guarantor Senior Debt or their Representative to vote in respect of the claim
of any holder of Guarantee Obligations in any such proceeding.


 


Section 12.10                          Right of Trustee To Hold
Guarantor Senior Indebtedness.


 


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


 


Section 12.11                          No Suspension of Remedies.


 


The
failure to make a payment in respect of the Guarantees by reason of any
provision of this Article Twelve shall not be construed as preventing the
occurrence of a Default or an Event of Default under Section 6.01.


 


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


 


Section 12.12                          No Fiduciary Duty of Trustee
to Holders of Guarantor Senior Debt.


 


The
Trustee shall not be deemed to owe any fiduciary duty to the holders of
Guarantor Senior Debt, and it undertakes to perform or observe such of its
covenants and obligations as are specifically set forth in this Article Twelve,
and no implied covenants or obligations with respect to the Guarantor Senior
Debt shall be read into this Indenture against the Trustee.  The Trustee shall not be liable to any such
holders (other than for its willful misconduct or gross negligence) if it shall
pay over or deliver to the holders of Guarantee Obligations or the Guarantors
or any other Person, money or assets in compliance with the terms of this
Indenture.  Nothing in this Section 12.12
shall affect the obligation of any Person other than the Trustee to hold such
payment for the benefit of, and to pay such payment over to, the holders of
Guarantor Senior Debt or their Representative.


 


100
















 


ARTICLE XIII


 


MISCELLANEOUS


 


Section 13.01         TIA Controls.


 


If
any provision of this Indenture limits, qualifies, or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
required provision shall control.  If any
provision of this Indenture modifies or excludes any provision of the TIA that
may be so modified or excluded, the latter provision shall be deemed to apply
to this Indenture as so modified or excluded, as the case may be.


 


Section 13.02         Notices.


 


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


 


if
to the Company or any Guarantor:


 


Huntsman
International LLC

500 Huntsman Way

Salt Lake City, Utah 84108


 


Attention:
Office of General Counsel


 


if
to the Trustee:


 


Wells Fargo Bank, National Association


Corporate Trust Services

MAC N9311-110


625 Marquette Avenue

Minneapolis, Minnesota 55479


 


Attention:                               Corporate Trust Services -

Huntsman Administrator


 


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


 


101

















 


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


 


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


 


Section 13.03         Communications by Holders with Other Holders.


 


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


 


Section 13.04         Certificate and Opinion as to Conditions Precedent.


 


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


 


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


 


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


 


Section 13.05         Statements Required in Certificate or Opinion.


 


Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture, other than the Officers’ Certificate required
by Section 4.07, shall include:


 


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


 


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


 


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


 


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


 


102

















 


Section 13.06         Rules by Trustee, Paying Agent, Registrar.


 


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


 


Section 13.07         Legal Holidays.


 


If
a payment date under this Indenture is not a Business Day, payment may be made
at such place on the next succeeding day that is a Business Day, and no
interest shall accrue for the intervening period.


 


Section 13.08         Governing Law.


 


THIS
INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  Each of the parties hereto agrees to submit
to the non-exclusive jurisdiction of the competent courts of the State of New
York in any action or proceeding arising out of or relating to this Indenture
or the Notes.


 


Section 13.09         No Adverse Interpretation of Other Agreements.


 


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


 


Section 13.10         No Recourse Against Others.


 


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


 


Section 13.11         Successors.


 


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


 


Section 13.12         Duplicate Originals.


 


All
parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but
all of them together shall represent the same agreement.  The exchange of copies of this Indenture and
of signature pages by facsimile or PDF transmission shall constitute
effective execution and delivery of this Indenture as to the parties hereto and
may be used in lieu of the original Indenture for all purposes.  Signatures of the parties hereto transmitted
by facsimile or PDF shall be deemed to be their original signatures for all
purposes.


 


103

















 


Section 13.13         Severability.


 


In
case any one or more of the provisions in this Indenture or in the Notes shall
be held invalid, illegal or unenforceable, in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions shall not in any way be affected or
impaired thereby, it being intended that all of the provisions hereof shall be
enforceable to the full extent permitted by law.


 


Section 13.14         Independence of Covenants.


 


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


 


Section 13.15.        Force Majeure.


 


In
no event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall
use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the
circumstances.


 


Section 13.16.        U.S.A. Patriot Act.


 


The
parties hereto acknowledge that in accordance with Section 326 of the
U.S.A. Patriot Act, the Trustee, like all financial institutions and in order
to help fight the funding of terrorism and money laundering, is required to
obtain, verify, and record information that identifies each person or legal
entity that establishes a relationship or opens an account with the
Trustee.  The parties to this Indenture
agree that they will provide the Trustee with such information as it may
request in order for the Trustee to satisfy the requirements of the U.S.A.
Patriot Act.


 


[Remainder of Page Intentionally Left Blank]


 


104

















 


SIGNATURES


 


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


 


	
   

  	
  HUNTSMAN
  INTERNATIONAL LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John R. Heskett

  
	
   

  	
   

  	
  Name:
  John R. Heskett

  
	
   

  	
   

  	
  Title:
  Vice President, Planning and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS

  
	
   

  	
   

  
	
   

  	
  AIRSTAR CORPORATION

  
	
   

  	
  HUNTSMAN ADVANCED MATERIALS AMERICAS LLC

  
	
   

  	
  HUNTSMAN ADVANCED MATERIALS LLC

  
	
   

  	
  HUNTSMAN AUSTRALIA INC.

  
	
   

  	
  HUNTSMAN CHEMICAL PURCHASING CORPORATION

  
	
   

  	
  HUNTSMAN ENTERPRISES, INC.

  
	
   

  	
  HUNTSMAN ETHYLENEAMINES LLC

  
	
   

  	
  HUNTSMAN FUELS LLC

  
	
   

  	
  HUNTSMAN INTERNATIONAL FINANCIAL LLC

  
	
   

  	
  HUNTSMAN INTERNATIONAL FUELS LLC

  
	
   

  	
  HUNTSMAN INTERNATIONAL TRADING CORPORATION

  
	
   

  	
  HUNTSMAN MA INVESTMENT CORPORATION

  
	
   

  	
  HUNTSMAN MA SERVICES CORPORATION

  
	
   

  	
  HUNTSMAN PETROCHEMICAL LLC

  
	
   

  	
  HUNTSMAN PETROCHEMICAL PURCHASING CORPORATION

  
	
   

  	
  HUNTSMAN PROCUREMENT CORPORATION

  
	
   

  	
  HUNTSMAN PROPYLENE OXIDE LLC

  
	
   

  	
  HUNTSMAN PURCHASING, LTD.

  
	
   

  	
  BY: HUNTSMAN PROCUREMENT CORPORATION, its General Partner

  
	
   

  	
  POLYMER
  MATERIALS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John R. Heskett

  
	
   

  	
   

  	
  Name:
  John R. Heskett

  
	
   

  	
   

  	
  Title:
  Vice President, Planning and Treasurer

  



 


S-1

















 


	
  Executed
  as a Deed by

  	
   

  	
  TIOXIDE
  AMERICAS LLC

  
	
  John
  R. Heskett

  	
   

  	
   

  	
   

  
	
  for
  and on behalf of

  	
   

  	
   

  	
   

  
	
  Tioxide
  Americas LLC

  	
   

  	
  By:

  	
  /s/
  John R. Heskett

  
	
  in
  the presence of

  	
   

  	
   

  	
  Name:
  John R. Heskett

  
	
   

  	
   

  	
   

  	
  Title:
  Vice President, Planning and Treasurer

  
	
  /s/
  Michelle Fujinami

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TIOXIDE
  GROUP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  J. Kimo Esplin

  
	
   

  	
   

  	
   

  	
  Name:
  J. Kimo Esplin

  
	
   

  	
   

  	
   

  	
  Title:
    Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  L. Russell Healy

  
	
   

  	
   

  	
   

  	
  Name:
  L .Russell Healy

  
	
   

  	
   

  	
   

  	
  Title:
    Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Lynn M. Steiner

  
	
   

  	
   

  	
   

  	
  Name:
  Lynn M. Steiner

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  



 


S-2

















 


EXHIBIT A


 


(FACE OF NOTE)


 


[THIS
SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.  BY ITS ACQUISITION HEREOF,
THE HOLDER OF THIS SECURITY (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT
IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT.


 


THE
HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF HUNTSMAN INTERNATIONAL LLC
THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (I) TO HUNTSMAN INTERNATIONAL LLC OR ITS SUBSIDIARIES, (II) INSIDE
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, (III) OUTSIDE THE
UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH
OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT
OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.]


 


[Include
in Restricted Security only.]


 


A-1

















 


HUNTSMAN INTERNATIONAL LLC


 


85/8% Senior Subordinated Note
due 2021


 


No. 
$                
CUSIP No.


 


HUNTSMAN
INTERNATIONAL LLC, a Delaware limited liability company (the “Company”), for
value received, promises to pay to                     
or registered assigns, the principal sum of $              ,
on March 15, 2021.


 


Interest
Payment Dates:  March 15 and September 15


 


Record
Dates:  March 1 and September 1


 


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


 


A-2

















 


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


 


	
  Dated:

  	
  HUNTSMAN
  INTERNATIONAL LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Certificate
of Authentication


 


This
is one of the 85/8% Senior Subordinated Notes
due 2021 referred to in the within-mentioned Indenture.


 


	
  Dated:

  	
  Wells
  Fargo Bank, National Association, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signature

  



 


A-3

















 


(REVERSE OF NOTE)


 


85/8% Senior Subordinated Note
due 2021


 


1.             Interest.  HUNTSMAN INTERNATIONAL LLC, a Delaware
limited liability company (the “Company”), promises to pay interest on the
principal amount of this Note at the rate per annum shown above.  Interest on the Notes will accrue from the
most recent date on which interest has been paid or, if no interest has been
paid, from September 24, 2010.  The
Company will pay interest semi-annually in arrears on each March 15 and September 15
(each, an “Interest Payment Date”) and at stated maturity, commencing on March 15,
2011.  Interest will be computed on the
basis of a 360-day year comprised of twelve 30-day months. 


 


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


 


2.             Method of Payment.  The Company shall pay interest on the Notes
(except defaulted interest) to the Persons who are the registered Holders at
the close of business on the Record Date immediately preceding the Interest
Payment Date even if the Notes are cancelled on registration of transfer or
registration of exchange after such Record Date.  Holders of Physical Notes must surrender
Notes to a Paying Agent to collect principal payments.  The Company shall pay principal, premium and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts (i) by wire in immediately
available funds or (ii) by check to holders of Physical Notes.  The Company may deliver any such interest
payment to the Paying Agent or to a Holder at the Holder’s registered address.


 


3.             Paying Agent and Registrar.  Initially, Wells Fargo Bank, National
Association (the “Trustee”) will act as Paying Agent and Registrar.  The Company may change any Paying Agent,
Registrar or co-Registrar without notice to the Holders.  The Company or any of its Subsidiaries may,
subject to certain exceptions, act as Registrar or co-Registrar.


 


4.             Indenture.  The Company issued the Notes under an
Indenture, dated as of September 24, 2010 (the “Indenture”), among the
Company, each of the Guarantors named therein and the Trustee.  This Note is one of a duly authorized issue
of Notes of the Company designated as its 85/8% Senior
Subordinated Notes due 2021 (the “Notes”), which may be issued under the
Indenture.  The Company shall be entitled
to issue Additional Notes pursuant to Section 2.18 of the Indenture.  The Notes and any Additional Notes and any
Exchange Notes issued in accordance with the Indenture are treated as a single
class of securities under the Indenture unless otherwise specified in the
Indenture.  Capitalized terms used herein
shall have the meanings assigned to them in the Indenture unless otherwise defined
herein.  The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”),
as in effect on the date of the Indenture. 
Notwithstanding anything to the contrary herein, the Notes are subject
to all such terms, and Holders of Notes are referred to the Indenture and the
TIA for a statement of them.  The Notes
are senior subordinated unsecured obligations of the Company.


 


A-4
















 


5.             Optional Redemption.


 


(a)           The Notes will be redeemable, at the
Company’s option, in whole at any time or in part from time to time, on or
after September 15, 2015, upon not less than 30 nor more than 60 days’
notice, at the following redemption prices (expressed as percentages of the
principal amount thereof) if redeemed during the twelve-month period commencing
on September 15 of the year set forth below, plus, in each case, accrued
and unpaid interest thereon, if any, to the date of redemption:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2015

  	
   

  	
  104.3125

  	
  %

  
	
  2016

  	
   

  	
  102.8750

  	
  %

  
	
  2017

  	
   

  	
  101.4375

  	
  %

  
	
  2018 and thereafter

  	
   

  	
  100.0000

  	
  %

  



 


(b)           At any time, or from time to time,
prior to September 15, 2013, the Company may, at its option, use the net
cash proceeds of one or more Equity Offerings (as defined below) to redeem up
to 40% of the aggregate principal amount of Notes originally issued (including
the original principal amount of any Additional Notes) at a redemption price
equal to 108.6250% of the principal amount thereof plus accrued and unpaid
interest thereon, if any, to the date of redemption; provided, however, that at
least 60% of the aggregate principal amount of the Notes originally issued
remain (including the principal amount of any Additional Notes) outstanding
immediately after any such redemption. 
In order to effect the foregoing redemption with the proceeds of any
Equity Offering, the Company shall make such redemption not more than 120 days
after the consummation of any such Equity Offering.


 


(c)           At any time prior to September 15,
2015, the Notes may be redeemed, in whole or in part at the option of the
Company, upon not less than 30 nor more than 60 days’ notice, at a redemption
price (the “Make-Whole Price”) equal to the greater of (i) 100.000% of the
principal amount thereof or (ii) as determined by an Independent
Investment Banker, the present value of (A) 104.3125% of the Notes being
redeemed as of September 15, 2015 plus (B) all required interest
payments due on such Notes through September 15, 2015 (excluding accrued
interest), discounted to the Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate
plus, in each case, accrued interest to the Redemption Date.


 


6.             Notice of Redemption.  Notice of redemption will be delivered at
least 30 days but not more than 60 days before the Redemption Date to each
Holder whose Notes are to be redeemed at such Holder’s registered address,
except as provided in the Indenture. 
Notes in denominations larger than $2,000 may be redeemed in part.


 


7.             Change of Control Offer.  In the event of a Change of Control, upon the
satisfaction of the conditions set forth in the Indenture, the Company shall be
required to offer to repurchase all of the then outstanding Notes pursuant to a
Change of Control Offer at a purchase price equal to 101% of the principal
amount thereof plus accrued and unpaid interest, if any, to 


 


A-5

















 


the
date of purchase.  Holders of Notes that
are the subject of such an offer to repurchase shall receive an offer to
repurchase and may elect to have such Notes repurchased in accordance with the
provisions of the Indenture pursuant to and in accordance with the terms of the
Indenture.


 


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


 


9.             Denominations; Transfer;
Exchange.  The Notes are in fully
registered form only, without coupons, in denominations of $2,000 and integral
multiples of $1,000.  A Holder shall
register the transfer or exchange of Notes in accordance with the
Indenture.  The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture.  The Registrar need not register the transfer
or exchange of any Notes during a period beginning 15 days before the sending
of a redemption notice for any Notes or portions thereof selected for redemption.


 


10.           Persons Deemed Owners.  The registered Holder of a Note shall be
treated as the owner of it for all purposes.


 


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


 


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


 


13.           Amendment; Supplement; Waiver.  The Indenture or the Notes may be amended or
supplemented as provided in the Indenture.


 


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


 


A-6

















 


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


 


16.           Defaults and Remedies.  If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes (including any Additional Notes) may declare all the
Notes to be due and payable in the manner, at the time and with the effect
provided in the Indenture.  Holders of
Notes may not enforce the Indenture or the Notes except as provided in the
Indenture.  The Trustee is not obligated
to enforce the Indenture or the Notes unless it has been offered indemnity or
security satisfactory to it.  The
Indenture permits, subject to certain limitations therein provided, Holders of
a majority in aggregate principal amount of the Notes (including any Additional
Notes) then outstanding to direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from
Holders of Notes notice of any continuing Default or Event of Default (except a
Default in payment of principal or interest) if it determines in good faith
that withholding notice is in their interest.


 


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


 


18.           No Recourse Against Others.  No past, present or future stockholder,
director, officer, employee or incorporator, as such, of the Company shall have
any liability for any obligation of the Company under the Notes or the
Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation.  Each
Holder of a Note by accepting a Note waives and releases all such
liability.  The waiver and release are
part of the consideration for the issuance of the Notes.


 


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


 


20.           Governing Law.  This Note shall be governed by, and construed
in- accordance with, the laws of the State of New York.


 


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


 


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


 


[23.          Registration Rights.  Pursuant to the Registration Rights
Agreement, the Company and the Guarantors will be obligated upon the occurrence
of certain events and subject 


 


A-7

















 


to
certain conditions to consummate an exchange offer pursuant to which the Holder
of this Note shall have the right to exchange this Note for a 85/8% Senior Subordinated Note
due 2021, of the Company (an “Unrestricted Note”) which have been registered
under the Securities Act, in like principal amount and having terms identical
in all material respects as this Note. 
The Holders shall be entitled to receive certain additional interest
payments in the event such exchange offer is not consummated and upon certain
other conditions, all pursuant to and in accordance with the terms of the
Registration Rights Agreement.]  [Include
in Restricted Security only.]


 


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


 


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


 


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


 


A-8

















 


[FORM OF ASSIGNMENT]


 


I or we assign to


 


PLEASE
INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER


 


	
   

  	
   

  
	
   

  
	
   

  
	
  (please print or type name and address)

  
	
   

  
	
   

  
	
   

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

  
	
   

  
	
   

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

  



 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  



 


 


	
  Signature
  Guarantee:

  	
   

  



 


A-9

















 


[In
connection with any transfer of this Note occurring prior to the date of the
declaration by the Commission of the effectiveness of a registration statement
under the Securities Act of 1933, as amended (the “Securities Act”) covering
resales of this Note (which effectiveness shall not have been suspended or
terminated at the date of the transfer) the undersigned confirms that it has
not utilized any general solicitation or general advertising in connection with
the transfer and that the sale is being made:


 


[Check
One]


 


	
  (1)

  	
   

  	
  o

  	
   

  	
  to
  the Company or a subsidiary thereof; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  o

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  o

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (4)

  	
   

  	
  o

  	
   

  	
  outside
  the United States to a “foreign purchaser” in compliance with Rule 904
  of Regulation S under the Securities Act of 1933, as amended; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (5)

  	
   

  	
  o

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (6)

  	
   

  	
  o

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (7)

  	
   

  	
  o

  	
   

  	
  pursuant
  to another available exemption from the registration statement requirements
  of the Securities Act of 1933, as amended,

  



 


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


 


	
   

  	
   

  	
  o

  	
   

  	
  The
  transferee is an Affiliate of the Company.

  



 


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


 


A-10

















 


and
other information as the Trustee or the Company have reasonably requested to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
of l933, as amended.


 


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


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Sign
  exactly as name appears

  
	
   

  	
   

  	
   

  	
   

  	
  on
  the other side of this Note)

  



 


 


	
  Signature
  Guarantee:

  	
   

  



 


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


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NOTICE:

  	
  To
  be executed by an

  
	
   

  	
   

  	
   

  	
   

  	
  executive
  officer]

  



 


[The
foregoing to be included in a Restricted Security only.]


 


A-11

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


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


 


Section 4.14
o Section 4.15
o


 


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


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Sign
  exactly as name appears

  
	
   

  	
   

  	
   

  	
   

  	
  on
  the other side of this Note)

  



 


 


	
  Signature
  Guarantee:

  	
   

  
	
   

  	
  Participant
  in a recognized Signature

  
	
   

  	
  Guarantee
  Medallion Program (or other

  
	
   

  	
  signature
  guarantor program reasonably

  
	
   

  	
  acceptable
  to the Trustee)

  



 


A-12

















 


EXHIBIT B


 


FORM OF LEGEND FOR GLOBAL SECURITY


 


Any
Global Security authenticated and delivered hereunder shall bear a legend
(which would be in addition to any other legends required in the case of a
Restricted Security) in substantially the following form:


 


THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY.  THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY
TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE
DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS
MADE TO ITS NOMINEE OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, A NOMINEE OF THE DEPOSITORY, HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY OR ITS NOMINEE OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE.


 


B-1

















 


EXHIBIT C-1


 


FORM OF TRANSFER CERTIFICATE

RESTRICTED GLOBAL SECURITY TO

REGULATION S GLOBAL SECURITY


 


(Transfers pursuant to Sections 2.16(a)(ii) of the Indenture)


 


Wells
Fargo Bank, National Association


Sixth
Street and Marquette Avenue


MAC
N9303-120


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services


 


Huntsman
International LLC


500
Huntsman Way


Salt
Lake City, Utah 84108


Attention:  Secretary


 


Attention:
Corporate Trust Services


 


Re:                               Huntsman International LLC 85/8% Senior Subordinated Notes due
2021 (the “Securities”)


 


Reference
is hereby made to the Indenture, dated as of September 24, 2010 between
the Company and Wells Fargo Bank, National Association, as trustee, (the “Indenture”).  Terms used but not defined herein and defined
in Regulation S under the U.S. Securities Act of 1933 (the “Securities Act”) or
in the Indenture shall have the meanings given to them in Regulation S or the
Indenture, as the case may be.


 


This
certificate relates to
U.S.$           principal
amount of Securities, which are evidenced by the following certificate(s) (the
“Specified Securities”):


 


	
  [CUSIP]
  [ISIN] No(s).

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CERTIFICATE
  No(s).

  	
   

  	
   

  



 


The
person in whose name this certificate is executed below (the “Undersigned”)
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do
so.  Such beneficial owner or owners are
referred to herein collectively as the “Owner”. 
If the Specified Securities are represented by a Global Security, they
are held through the Depositary or an Agent Member in the name of the
Undersigned, as or on behalf of the Owner.


 


The
Owner has requested that the Specified Securities be transferred to a person
(the “Transferee”) who will take delivery in the form of an interest in the
Regulation S Global Security.  In
connection with such transfer, the Owner hereby certifies that such transfer is
being


 


C-1-1






 












 


effected
in accordance with Rule 904 under the Securities Act and with all
applicable securities laws of the states of the United States and other
jurisdictions.  Accordingly, the Owner
hereby further certifies as follows:


 


1.  the Owner is not a distributor of the
Specified Securities, an Affiliate of the Company or any such distributor or a
person acting on behalf of any of the foregoing;


 


2.  the offer of the Specified Securities was not
made to a person in the United States;


 


3.  either:


 


(a) 
at the time the buy order was originated, the Transferee was outside the United
States or the Owner and any person acting on its behalf reasonably believed
that the Transferee was outside the United States; or


 


(b) 
the transaction is being executed in, on or through the facilities of the
Eurobond market, as regulated by the Association of International Bond Dealers,
or another designated offshore securities market and neither the Owner nor any
person acting on its behalf knows that the transactions have been prearranged
with a buyer in the United States;


 


4.  no directed selling efforts have been made in
the United States by or on behalf of the Owner or any Affiliate thereof;


 


5.  if the Owner is a dealer in securities or has
received a selling concession, fee or other remuneration in respect of the
Specified Securities, and the transfer is to occur during the Restricted
Period, then the requirements of Rule 904(c)(1) have been satisfied;


 


6.  the transaction is not part of a plan or
scheme to evade the registration requirements of the Securities Act; and


 


7.  upon completion of the transaction, the
beneficial interest being transferred will be held through an Agent Member.


 


C-1-2

















 


This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company and the Initial Purchasers under the Purchase
Agreement.


 


Dated:


 


	
   

  	
   

  
	
   

  	
  (Print
  the name of the Undersigned, as such term is

  
	
   

  	
  defined
  in the second paragraph of this certificate.)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  (If
  the Undersigned is a corporation, partnership or

  
	
   

  	
  fiduciary,
  the title of the person signing on behalf of

  
	
   

  	
  the
  Undersigned must be stated.)

  



 


C-1-3

















 


EXHIBIT C-2


 


FORM OF TRANSFER CERTIFICATE

RESTRICTED GLOBAL SECURITY TO UNRESTRICTED

GLOBAL SECURITY


 


(Transfers Pursuant to Section 2.16(a)(iii) of the Indenture)


 


Wells
Fargo Bank, National Association


Sixth
Street and Marquette Avenue


MAC
N9303-120


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services


 


Huntsman
International LLC


500
Huntsman Way


Salt
Lake City, Utah 84108


Attention:  Secretary


 


Re:                               Huntsman International LLC 85/8% Senior Subordinated Notes due
2021 (the “Securities”)


 


Reference
is hereby made to the Indenture, dated as of September 24, 2010 between
the Company, the Guarantors named therein and Wells Fargo Bank, National
Association, as trustee, (the “Indenture”). 
Terms used but not defined herein and defined in Regulation S under the
U.S. Securities Act of 1933 (the “Securities Act”) or in the Indenture shall
have the meanings given to them in Regulation S or the Indenture, as the case
may be.


 


This
certificate relates to
U.S.$           principal
amount of Securities, which are evidenced by the following certificate(s) (the
“Specified Securities”):


 


	
  [CUSIP]
  [ISIN] No(s).

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CERTIFICATE
  No(s).

  	
   

  	
   

  



 


The
person in whose name this certificate is executed below (the “Undersigned”)
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do
so.  Such beneficial owner or owners are
referred to herein collectively as the “Owner”. 
If the Specified Securities are represented by a Global Security, they
are held through the Depositary or an Agent Member in the name of the
Undersigned, as or on behalf of the Owner.


 


The
Owner has requested that the Specified Securities be transferred to a person
(the “Transferee”) who will take delivery in the form of an interest in the
Unrestricted Global Security.  In
connection with such transfer, the Owner hereby certifies that such transfer is
being effected in accordance with Rule 904 or Rule 144 under the Securities
Act and with all applicable 


 


C-2-1

















 


securities
laws of the states of the United States and other jurisdictions.  Accordingly, the Owner hereby further
certifies as follows:


 


(1)           Rule 904
Transfers.  If the transfer is being
effected in accordance with Rule 904:


 


(A)          the
Owner is not a distributor of the Specified Securities, an Affiliate of the
Company or any such distributor or a person acting on behalf of any of the
foregoing;


 


(B)           the
offer of the Specified Securities was not made to a person in the United
States;


 


(C)           either:


 


(i)            at
the time the buy order was originated, the Transferee was outside the United
States or the Owner and any person acting on its behalf reasonably believed
that the Transferee was outside the United States; or


 


(ii)           the
transaction is being executed in, on or through the facilities of the Eurobond
market, as regulated by the Association of International Bond Dealers, or
another designated offshore securities market and neither the Owner nor any
person acting on its behalf knows that the transactions has been prearranged
with a buyer in the United States;


 


(D)          no
directed selling efforts have been made in the United States by or on behalf of
the Owner or any Affiliate thereof;


 


(E)           if
the Owner is a dealer in securities or has received a selling concession, fee
or other remuneration in respect of the Specified Securities, and the transfer
is to occur during the Restricted Period, then the requirements of Rule 904(c)(1) have
been satisfied; and


 


(F)           the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act.


 


(2)           Rule 144
Transfers.  If the transfer is being
effected pursuant to Rule 144:


 


(A)          the
transfer is occurring after [date one year after the latest date of issuance of
any of the Specified Securities] and is being effected in accordance with the
applicable amount, manner of sale and notice requirements of Rule 144; or


 


(B)           the
transfer is occurring after [date two years after the latest date of issuance
of any of the Specified Securities] and the Owner is not, and during the
preceding three months has not been, an Affiliate of the Company.


 


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This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company and the Initial Purchasers under the Purchase
Agreement.


 


Dated:


 


	
   

  	
   

  
	
   

  	
  (Print
  the name of the Undersigned, as such term is

  
	
   

  	
  defined
  in the second paragraph of this certificate.)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


(If
the Undersigned is a corporation, partnership or fiduciary, the title of the
person signing on behalf of the Undersigned must be stated.)


 


C-2-3

















 


EXHIBIT C-3


 


FORM OF TRANSFER CERTIFICATE —

REGULATION S GLOBAL SECURITY TO

RESTRICTED GLOBAL SECURITY


 


(Transfers to QIBs Pursuant to Sections 2.16(a)(iv) of the
Indenture)


 


Wells
Fargo Bank, National Association


Sixth
Street and Marquette Avenue


MAC
N9303-120


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services


 


Huntsman
International LLC


500
Huntsman Way


Salt
Lake City, Utah 84108


Attention:  Secretary


 


Re:                               Huntsman International LLC 85/8% Senior Subordinated Notes due
2021 (the “Securities”)


 


Reference
is hereby made to the Indenture, dated as of September 24, 2010 between
the Company, the Guarantors named therein and Wells Fargo Bank, National
Association, as trustee, (the “Indenture”). 
Terms used but not defined herein and defined in Regulation S under the
U.S. Securities Act of 1933 (the “Securities Act”) or in the Indenture shall
have the meanings given to them in Regulation S or the Indenture, as the case
may be.


 


This
certificate relates to
U.S.$            
principal amount of Securities, which are evidenced by the following
certificate(s) (the “Specified Securities”):


 


	
  [CUSIP]
  [ISIN] No(s).

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CERTIFICATE
  No(s).

  	
   

  	
   

  



 


The
person in whose name this certificate is executed below (the “Undersigned”)
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do
so.  Such beneficial owner or owners are
referred to herein collectively as the “Owner”. 
If the Specified Securities are represented by a Global Security, they
are held through the Depositary or an Agent Member in the name of the
Undersigned, as or on behalf of the Owner.


 


The
Owner has requested that the Specified Securities be transferred to a person
(the “Transferee”) who will take delivery in the form of an interest in the
Restricted Global Security.  In
connection with such transfer, the Owner hereby certifies that such transfer is
being effected in accordance with Rule 144A under the Securities Act and
with all applicable securities 


 


C-3-1

















 


laws
of the states of the United States and other jurisdictions.  Accordingly, the Owner hereby further
certifies as follows:


 


(1)           the Specified
Securities are being transferred to a person that the Owner and any person
acting on its behalf reasonably believe is a “qualified institutional buyer”
within the meaning of Rule 144A, acquiring for its own account or for the
account of a qualified institutional buyer; and


 


(2)           the Owner and any
person acting on its behalf have taken reasonable steps to ensure that the
Transferee is aware that the Owner may be relying on Rule 144A in
connection with the transfer.


 


This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company and the Initial Purchasers under the Purchase
Agreement.


 


Dated:


 


	
   

  	
   

  
	
   

  	
  (Print
  the name of the Undersigned, as such term is

  
	
   

  	
  defined
  in the second paragraph of this certificate.)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


(If
the Undersigned is a corporation, partnership or fiduciary, the title of the
person signing on behalf of the Undersigned must be stated.)


 


C-3-2

















 


EXHIBIT D


 


FORM OF CERTIFICATE TO BE

DELIVERED IN CONNECTION WITH

TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS


 


(Transfers Pursuant to Section 2.17(a) of the Indenture)


 


Wells
Fargo Bank, National Association


Sixth
Street and Marquette Avenue


MAC
N9303-120


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services


 


Huntsman
International LLC


500
Huntsman Way


Salt
Lake City, Utah 84108


Attention:  Secretary


 


Re:                               Huntsman International LLC 85/8% Senior Subordinated Notes due
2021 (the “Securities”)


 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Indenture, dated as of September 24, 2010 between
the Company and Wells Fargo Bank, National Association, as trustee (the “Indenture”).  Terms used but not defined herein have the
meanings given to them in the Indenture.


 


This
certificate relates to U.S. $        
principal amount of Securities, which are evidenced by the following
certificate(s):


 


1.  We understand that the Securities have not
been registered under the Securities Act of 1933, as amended (the “Securities
Act”), and may not be sold except as permitted in the following sentence.  We understand and agree, on our own behalf
and on behalf of any accounts for which we are acting as hereinafter stated, (x) that
such Securities are being offered only in a transaction not involving any
public offering within one year after the date of the original issuance of the
Securities and, such Securities may be resold, pledged or transferred only (i) to
the Company, (ii) so long as the Securities are eligible for resale
pursuant to Rule 144A under the Securities Act (“Rule 144A”), to a
person whom we reasonably believe is a “qualified institution buyer” (as
defined in Rule 144A) (“QIB”) that purchases for its own account or for
the account of a QIB to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A (as indicated by the box
checked by the transferor on the Certificate of Transfer on the reverse of the
certificate for the Securities), (iii) in an offshore transaction in
accordance with Regulation S under the Securities Act (as indicated by the box
checked by the transferor on the Certificate of Transfer on the reverse of the
Note if the Note is not in book-entry form), and, if such transfer is being
effected by certain transferors prior to the expiration of the “40-day
distribution compliance period” (within the meaning of Rule 903(b)(2) of
Regulation S under the 


 


D-1

















 


Securities
Act), a certificate that may be obtained from the Trustee is delivered by the
transferee, (iv) to an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act (as indicated by the box checked by the transferor on the Certificate of
Transfer on the reverse of the certificate for the Securities) which has
certified to the Company and the Trustee for the Securities that it is such an
accredited investor and is acquiring the Securities for investment purposes and
not for distribution (provided that no Securities purchased from a foreign
purchaser or from any person other than a QIB or an institutional accredited
investor pursuant to this clause (iii) shall be permitted to transfer any
Securities so purchased to an institutional accredited investor pursuant to
this clause (iv) prior to the expiration of the “applicable restricted
period” (within the meaning of Regulation S under the Securities Act), (v) pursuant
to an exemption from registration under the Securities Act provided by Rule 144
(if applicable) under the Securities Act, or (vi) pursuant to an effective
registration statement under the Securities Act, in each case in accordance
with any applicable securities laws of any state of the United States, and we
will notify any purchaser of the Securities from us of the above resale
restriction, if then applicable.  We
further understand that in connection with any transfer of the Securities by us
that the Company and the Trustee for the Securities may request, and if so
requested we will furnish, such certificates, legal opinions and other
information as they may reasonably require to confirm that any such transfer
complies with the foregoing restrictions.


 


2.  We are able to fend for ourselves in the
transactions contemplated by this Offering Circular, we have such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Securities, and we and any accounts
for which we are acting are each able to bear the economic risk of our or its
investment and can afford the complete loss of such investment.


 


3.  We understand that the Company and others
will rely upon the truth and accuracy of the foregoing acknowledgments,
representations and agreements and we agree that if any of the acknowledgments,
representations and warranties deemed to have been made by us by our purchase
of Securities, for our own account or of one or more accounts as to each of
which we exercise sole investment discretion, are no longer accurate, we shall
promptly notify the Company.


 


4.  We are acquiring the Securities purchased by
us for investment purposes and not for distribution of our own account or for
one or more accounts as to each of which we exercise sole investment discretion
and we are or such account is an institutional “accredited investor” (as
defined in rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act).


 


5.  You are entitled to rely upon this letter and
you are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Name of Purchaser)

  



 


D-2

















 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  



 


D-3

















 


EXHIBIT E


 


GUARANTEE


 


For
value received, the undersigned hereby unconditionally guarantees, as principal
obligor and not only as a surety, to the Holder of this Note the payments of
principal of, premium, if any, and interest on this Note in the amounts and at
the times when due and interest on the overdue principal, premium, if any, and
interest, if any, of this Note, if lawful, and the payment or performance of
all other obligations of the Company under the Indenture (as defined below) or
the Notes, to the Holder of this Note and the Trustee, all in accordance with
and subject to the terms and limitations of this Note, Article Eleven of
the Indenture and this Guarantee.  This
Guarantee will become effective in accordance with Article Eleven of the
Indenture and its terms shall be evidenced therein.  The validity and enforceability of any
Guarantee shall not be affected by the fact that it is not affixed to any
particular Note.


 


Capitalized
terms used but not defined herein shall have the meanings ascribed to them in
the Indenture dated as of September 24, 2010, among HUNTSMAN INTERNATIONAL
LLC as issuer (the “Company”), each of the Guarantors named therein and Wells
Fargo Bank, National Association, as trustee (the “Trustee”), as amended or
supplemented (the “Indenture”).


 


The
obligations of the undersigned to the Holders of Notes and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article Eleven
of the Indenture (including, without limitation, the applicable limitations on
this Guarantee as set forth in Section 11.02 of the Indenture and the
provisions relating to the release of this Guarantee as set forth in Section 11.04
of the Indenture) and reference is hereby made to the Indenture for the precise
terms of the Guarantee and all of the other provisions of the Indenture to
which this Guarantee relates.


 


THIS
GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.  The undersigned
Guarantor hereby agrees to submit to the jurisdiction of the courts of the
State of New York in any action or proceeding arising out of or relating to
this Guarantee.


 


This
Guarantee is subject to release upon the terms set forth in the Indenture.


 


E-1

















 


IN
WITNESS WHEREOF, each Guarantor has caused its Guarantee to be duly executed.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
                                                                                     ,

  
	
   

  	
   

  	
   

  	
  as
  Guarantor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  



 


E-2