Exhibit
10.1


 


EXECUTION VERSION


 


HUNTSMAN INTERNATIONAL LLC


 


$350,000,000 8 5/8%
Senior Subordinated Notes due 2021


 


guaranteed on a senior subordinated basis as to the


payment of principal, premium,

if any, and interest by


 


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.


POLYMER MATERIALS INC.


TIOXIDE AMERICAS LLC

TIOXIDE GROUP


 


Exchange and Registration Rights Agreement


 

















 


September 24, 2010


 


Goldman,
Sachs & Co.


J.P.
Morgan Securities LLC


Barclays
Capital Inc.


Banc
of America Securities LLC


Citigroup
Global Markets Inc.


Credit
Suisse Securities (USA) LLC


HSBC
Securities (USA) Inc.


c/o Goldman Sachs & Co.

200 West Street

New York, New York 10004


 


Ladies
and Gentlemen:


 


Huntsman
International LLC, a Delaware limited liability company (the “Company”),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) $350,000,000 aggregate
principal amount of the Company’s 8 5/8% Senior Subordinated Notes due 2021, which are guaranteed on a senior
subordinated basis by each of the guarantors listed on Schedule I hereto.


 


Pursuant
to the Purchase Agreement and in satisfaction of a condition to the obligations
of the Purchasers thereunder, the Company and the Guarantors agree with the
Purchasers for the benefit of holders (as defined herein) from time to time of
the Registrable Securities (as defined herein) as follows:


 


1.             Certain Definitions.  For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:


 


“Base Interest” shall mean the interest that would otherwise
accrue on the Securities under the terms thereof and the Indenture, without
giving effect to the provisions of this Exchange and Registration Rights
Agreement.


 


“broker-dealer” shall mean any broker or dealer registered with
the Commission under the Exchange Act.


 


“Closing Date” shall mean the date on which the Securities are
initially issued.


 


“Commission” shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Exchange
Act or the Securities Act, whichever is the relevant statute for the particular
purpose.


 


“Effective Time” in the case of (i) an Exchange
Registration, shall mean the time and date as of which the Commission declares
the Exchange Registration Statement 


 


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effective
or as of which the Exchange Registration Statement otherwise becomes effective
and (ii) a Shelf Registration, shall mean the time and date as of which
the Commission declares the Shelf Registration Statement effective or as of
which the Shelf Registration Statement otherwise becomes effective.


 


“Electing Holder” shall mean any holder of Registrable
Securities that has returned a completed and signed Notice and Questionnaire to
the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.


 


“Exchange Act” shall mean the Securities Exchange Act of 1934,
or any successor thereto, as the same shall be amended from time to time.


 


“Exchange Offer” shall have the meaning assigned thereto in Section 2(a) hereof.


 


“Exchange Registration” shall have the meaning assigned thereto
in Section 3(c) hereof.


 


“Exchange Registration Statement” shall have the meaning assigned
thereto in Section 2(a) hereof.


 


“Exchange Securities” shall have the meaning assigned thereto in
Section 2(a) hereof.


 


“Guarantee” shall have the meaning assigned thereto in the
Indenture.


 


“Guarantor” shall have the meaning assigned thereto in the Indenture.


 


“holder” shall mean each of the Purchasers and other persons who
acquire Registrable Securities from time to time (including any successors or
assigns), in each case for so long as such person owns any Registrable
Securities.


 


“Indenture” shall mean the Indenture, dated as of September 24,
2010, between the Company, the Guarantors and Wells Fargo Bank, N.A., as
Trustee, as the same shall be amended from time to time relating to the
Securities.


 


“Notice and Questionnaire” means a Notice of Registration
Statement and Selling Securityholder Questionnaire substantially in the form of
Exhibit A hereto.


 


“person” shall mean a corporation, association, partnership,
limited liability company, organization, business, individual, government or
political subdivision thereof or governmental agency.


 


“Purchase Agreement” shall mean the Purchase Agreement, dated as
of September 14, 2010, among the Purchasers, the Guarantors and the
Company relating to the Securities.


 


“Purchasers” shall mean the Purchasers named in Schedule I to
the Purchase Agreement.


 


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“Registrable Securities” shall mean the Securities; provided, however, that a Security shall cease to be a
Registrable Security when (i) in the circumstances contemplated by Section 2(a) hereof,
the Security has been exchanged for an Exchange Security in an Exchange Offer
as contemplated in Section 2(a) hereof (provided
that any Exchange Security that, pursuant to the last two sentences of Section 2(a),
is included in a prospectus for use in connection with resales by
broker-dealers shall be deemed to be a Registrable Security with respect to
Sections 5, 6 and 9 until resale of such Security has been effected within the
120-day period referred to in Section 2(a)); (ii) in the
circumstances contemplated by Section 2(b) hereof, a Shelf
Registration Statement registering such Security under the Securities Act has
been declared or becomes effective and such Security has been sold or otherwise
transferred by the holder thereof pursuant to and in a manner contemplated by
such effective Shelf Registration Statement; (iii) such Security is sold
pursuant to Rule 144 under circumstances in which any legend borne by such
Security relating to restrictions on transferability thereof, under the
Securities Act or otherwise, is removed by the Company or pursuant to the
Indenture; (iv) such Security may be sold to the public in accordance with
Rule 144 per the person that is not an “affiliate” (as defined in Rule 144)
of the Company where no conditions of Rule 144 are then applicable (other
than the holding period requirement in paragraph (d) of Rule 144, so
long as such holding period requirement is satisfied at such time of
determination); or (v) such Security shall cease to be outstanding.


 


“Registration Default” shall have the meaning assigned thereto
in Section 2(c) hereof.


 


“Registration Default Period” shall have the meaning assigned
thereto in Section 2(c) hereof.


 


“Registration Expenses” shall have the meaning assigned thereto
in Section 4 hereof.


 


“Resale Period” shall have the meaning assigned thereto in Section 2(a) hereof.


 


“Restricted Holder” shall mean (i) a holder that is an
affiliate of the Company within the meaning of Rule 405, (ii) a
holder who acquires Exchange Securities outside the ordinary course of such
holder’s business, (iii) a holder who has arrangements or understandings
with any person to participate in the Exchange Offer for the purpose of
distributing Exchange Securities and (iv) a holder that is a broker-dealer,
but only with respect to Exchange Securities received by such broker-dealer
pursuant to an Exchange Offer in exchange for Registrable Securities acquired
by the broker-dealer directly from the Company.


 


“Rule 144,” “Rule 405” and “Rule 415” shall mean,
in each case, such rule promulgated under the Securities Act (or any
successor provision), as the same shall be amended from time to time.


 


“Securities” shall mean, collectively, the $350,000,000 in
aggregate principal amount of the Company’s 8 5/8% Senior Subordinated Notes due 2021 to be issued and 


 


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sold
to the Purchasers pursuant to the Purchase Agreement, and securities issued in
exchange therefor or in lieu thereof pursuant to the Indenture (other than
Exchange Securities).  Each Security is
entitled to the benefit of the Guarantee provided for in the Indenture and,
unless the context otherwise requires, any reference herein to a “Security,” an
“Exchange Security” or a “Registrable Security” shall include a reference to
the related Guarantee.


 


“Securities Act” shall mean the Securities Act of 1933, or any
successor thereto, as the same shall be amended from time to time.


 


“Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof.


 


“Shelf Registration Statement” shall have the meaning assigned
thereto in Section 2(b) hereof.


 


“Special Interest” shall have the meaning assigned thereto in Section 2(c) hereof.


 


“Trustee” shall have the meaning assigned thereto in the
Indenture.


 


“Trust Indenture Act” shall mean the Trust Indenture Act of
1939, or any successor thereto, and the rules, regulations and forms
promulgated thereunder, all as the same shall be amended from time to time.


 


Unless
the context otherwise requires, any reference herein to a “Section” or “clause”
refers to a Section or clause, as the case may be, of this Exchange and
Registration Rights Agreement, and the words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Exchange and Registration
Rights Agreement as a whole and not to any particular Section or other
subdivision.


 


2.             Registration Under the
Securities Act.


 


(a)           Except as set forth in Section 2(b) below, the
Company and the Guarantors agree to use their reasonable best efforts to file
under the Securities Act a registration statement relating to offers to
exchange (such registration statement, the “Exchange Registration Statement,”
and such offers, collectively, the “Exchange Offer”) any and all of the
Registrable Securities for a like aggregate principal amount of debt securities
issued by the Company and guaranteed by the Guarantors, which debt securities
and guarantee are substantially identical to the Securities and the related
Guarantees, respectively (and are entitled to the benefits of a trust indenture
which is substantially identical to the Indenture and which has been qualified
under the Trust Indenture Act), except that they have been registered pursuant
to an effective registration statement under the Securities Act and do not
contain provisions for registration rights or the Special Interest contemplated
in Section 2(c) below (such new debt securities and guarantee
hereinafter called “Exchange Securities”).  The Company and the Guarantors agree to use
their reasonable best efforts to cause the Exchange Registration Statement to
become effective under the Securities Act no later than June 21,
2011.  The Exchange Offer will be
registered under the Securities Act on the appropriate form and will comply
with all applicable tender offer rules and regulations under the Exchange
Act.  The Company further agrees to use
its reasonable best


 


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efforts to commence and complete the Exchange Offer
within 45 days after the date the Exchange Registration Statement is declared
effective by the Commission, hold the Exchange Offer open for at least 20 days
(or longer if required by applicable law) and  exchange
Exchange Securities for all Registrable Securities that have been properly
tendered and not withdrawn on or prior to the expiration of the Exchange
Offer.  The Exchange Offer will be deemed
to have been “completed” only if the debt securities  and
related guarantee received by holders other than Restricted Holders in the
Exchange Offer for Registrable Securities are, upon receipt, transferable by
each such holder without restriction under the Securities Act and without
material restrictions under the blue sky or securities laws of a substantial
majority of the States of the United States of America, it being understood
that broker-dealers receiving Exchange Securities will be subject to certain
prospectus delivery requirements with respect to resale of the Exchange
Securities.  The Exchange Offer shall be
deemed to have been completed upon the earlier to occur of (i) the Company
having exchanged the Exchange Securities for all outstanding Registrable
Securities pursuant to the Exchange Offer and (ii) the Company having
exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable
Securities that have been properly tendered and not withdrawn before the
expiration of the Exchange Offer, which shall be on a date that is at least 20
days following the commencement of the Exchange Offer.  The Company and the Guarantors agree (x) to
include in the Exchange Registration Statement a prospectus for use in any
resales by any holder of Exchange Securities that is a broker-dealer and (y) to
keep such Exchange Registration Statement effective for a period (the “Resale
Period”) beginning when Exchange Securities are first issued in the
Exchange Offer and ending upon the earlier of the expiration of the 120th day
after the Exchange Offer has been completed or such time as such broker-dealers
no longer own any Registrable Securities. 
With respect to such Exchange Registration Statement, such holders shall
have the benefit of the rights of indemnification and contribution set forth in
Sections 6(a), (c), (d) and (e) hereof.


 


Each
holder that participates in the Exchange Offer will be required, as a condition
to its participation in the Exchange Offer, to represent to the Company in
writing (which may be contained in the applicable letter of transmittal) (i) that
any Exchange Securities to be received by it will be acquired in the ordinary
course of its business, (ii) that at the time of the commencement of the
Exchange Offer, such holder has no arrangement or understanding with any Person
to participate in the distribution (within the meaning of the Securities Act)
of the Exchange Securities in violation of the Securities Act, (iii) that
such holder is not an “affiliate” of the Company as such term is defined in
Rule 405 promulgated under the Securities Act, (iv) if such holder is
a broker-dealer, that it is not engaged in, and does not intend to engage in,
the distribution of Exchange Securities; and (v) if such holder is a
broker-dealer that will receive Exchange Securities for its own account in
exchange for Securities that were acquired as a result of market-making or
other trading activities (an “Exchanging Dealer”), that it will deliver
a prospectus in connection with the resale of such Exchange Securities.  A broker-dealer that is not able to make the
representation in clause (v) above will not be permitted to participate in
the Exchange Offer.


 


(b)           If on or prior to the time the Exchange Offer is
completed, any law or the existing Commission interpretations are changed such
that (i) the debt securities or the related guarantee received by holders
other than Restricted Holders in the Exchange Offer for Registrable Securities
are not or would not be, upon receipt, transferable by each such holder without
restriction under the Securities Act, (ii) for any other reason the
Exchange Offer has not 


 


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been completed within 45 days after June 21,
2011 or (iii) the Exchange Offer is not available to any holder of the
Securities by reason of U.S. law or Commission policy (other than due solely to
the status of such holder as an affiliate of the Company within the meaning of
the Securities Act or as an Exchanging Dealer), the Company and the Guarantors
shall, in lieu of (or, in the case of clause (iii), in addition to) conducting
the Exchange Offer contemplated by Section 2(a), file under the Securities
Act as soon as practicable, and cause to become or be declared effective no
later of 90 days after the time such obligation to file arises, a “shelf”
registration statement providing for the registration of, and the sale on a
continuous or delayed basis by the holders of, all of the Registrable
Securities, pursuant to Rule 415 or any similar rule that may be
adopted by the Commission (such filing, the “Shelf Registration” and
such registration statement, the “Shelf Registration Statement”).  The Company and the Guarantors agree to use
its reasonable best efforts (x) to cause the Shelf Registration Statement
to become or be declared effective and to keep such Shelf Registration
Statement continuously effective for a period ending on the earlier of the
second anniversary of the Effective Time or such time as there are no longer
any Registrable Securities outstanding; provided, however, that (I) no holder shall be entitled to be
named as a selling securityholder in the Shelf Registration Statement or to use
the prospectus forming a part thereof for resales of Registrable Securities
unless such holder is an Electing Holder and (II) the Company shall be
permitted to take any action that would suspend the effectiveness of a Shelf
Registration Statement or result in holders covered by a Shelf Registration
Statement not being able to offer and sell such Securities if (i) such
action is required by law or (ii) such action is taken by the Company in
good faith and for valid business reasons involving a material undisclosed
event, and (y) after the Effective Time of the Shelf Registration
Statement, within 30 days following the request of any holder of Registrable
Securities that is not then an Electing Holder, to take any action reasonably
necessary to enable such holder to use the prospectus forming a part thereof
for resales of Registrable Securities, including, without limitation, any
action necessary to identify such holder as a selling securityholder in the
Shelf Registration Statement; provided, however,
that nothing in this clause (y) shall relieve any such holder of the
obligation to return a completed and signed Notice and Questionnaire to the
Company in accordance with Section 3(d)(iii) hereof.  The Company further agrees to supplement or
make amendments to the Shelf Registration Statement, as and when required by
the rules, regulations or instructions applicable to the registration form used
by the Company for such Shelf Registration Statement or by the Securities Act
or rules and regulations thereunder for shelf registration, and the
Company agrees to furnish to each Electing Holder copies of any such supplement
or amendment prior to its being used or promptly following its filing with the
Commission.


 


(c)           In the event that (i) the Exchange Registration
Statement or Shelf Registration Statement has not become effective or been
declared effective by the Commission on or before the date on which such
registration statement is required to become or be declared effective pursuant
to Section 2(a) or 2(b), respectively, or (ii) the Exchange
Offer has not been completed within 45 business days after the initial
effective date of the Exchange Registration Statement relating to the Exchange
Offer (if the Exchange Offer is then required to be made) or (iii) any
Exchange Registration Statement or Shelf Registration Statement required by
Section 2(a) or 2(b) hereof is filed and declared effective but
shall thereafter either be withdrawn by the Company or shall become subject to
an effective stop order issued pursuant to Section 8(d) of the
Securities Act suspending the effectiveness of such registration statement
(except as specifically permitted herein) without being succeeded immediately
by an additional registration statement 


 


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filed and declared effective (each such event
referred to in clauses (i) through (iv), a “Registration Default”
and each period during which a Registration Default has occurred and is
continuing, a “Registration Default Period”), then, as liquidated damages
for such Registration Default, subject to the provisions of Section 9(b),
special interest (“Special Interest”), in addition to the Base Interest,
shall accrue at a per annum rate of 0.125% for the first 90 days of the
Registration Default Period, at a per annum rate of 0.25% for the second 90
days of the Registration Default Period, at a per annum rate of 0.375% for the
third 90 days of the Registration Default Period and at a per annum rate of
0.5% thereafter for the remaining portion of the Registration Default Period; provided, however, that Special Interest shall not accrue if
the failure of the Company to comply with its obligations hereunder is a result
of the failure of any of the holders, underwriters, Purchasers or placement or
sales agents to fulfill their respective obligations hereunder; and provided, further,
Special Interest shall only accrue until, but excluding, the earlier of (1) the
date on which such Registration Default has been cured or (2) the date on
which the Securities accruing such Special Interest cease to be Registrable
Securities.  Special Interest accrued for
any period shall be payable at the relevant interest payment date for such
period under the terms of the applicable series of Securities.


 


(d)           Notwithstanding the foregoing: (1) the amount of
Special Interest that accrues will not increase because more than one
Registration Default has occurred and is pending; (2) a holder of
Registrable Securities or Exchange Securities who is not entitled to the
benefits of the Shelf Registration Statement (including, but not limited to any
such holder who has not returned a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(d)(iii) hereof)
will not be entitled to Special Interest with respect to a Registration Default
that pertains to the Shelf Registration Statement; and (3) a holder of
Registrable Securities constituting an unsold allotment from the original sale
of the notes or who otherwise is not entitled to participate in the Exchange
Offer will not be entitled to the accrual of Special Interest by reason of a
Registration Default that pertains to the Exchange Offer.


 


(e)           The Company shall take, and shall cause the Guarantors to
take, all actions necessary or advisable to be taken by it to ensure that the
transactions contemplated herein are effected as so contemplated, including all
actions necessary or desirable to register the Guarantees under the
registration statement contemplated in Section 2(a) or 2(b) hereof,
as applicable.


 


(f)            Any reference herein to a registration statement as of
any time shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference herein to
any post-effective amendment to a registration statement as of any time shall
be deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time.


 


3.             Registration Procedures.


 


If
the Company and the Guarantors file a registration statement pursuant to
Section 2(a) or Section 2(b), the following provisions shall
apply:


 


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(a)           At or before the Effective Time of
the Exchange Offer or the Shelf Registration, as the case may be, the Company
shall qualify the Indenture under the Trust Indenture Act.


 


(b)           In the event that such qualification
would require the appointment of a new trustee under the Indenture, the Company
shall appoint a new trustee thereunder pursuant to the applicable provisions of
the Indenture.


 


(c)           In connection with the Company’s and
the Guarantors’ obligations with respect to the registration of Exchange
Securities as contemplated by Section 2(a) (the “Exchange
Registration”), if applicable, the Company and the Guarantors shall, as
soon as reasonably practicable (or as otherwise specified):


 


(i)      use their reasonable best efforts to prepare and file with the
Commission an Exchange Registration Statement on any form which may be utilized
by the Company and the Guarantors and which shall permit the Exchange Offer and
resales of Exchange Securities by broker-dealers during the Resale Period to be
effected as contemplated by Section 2(a), and use its best reasonable
efforts to cause such Exchange Registration Statement to become effective no
later than June 21, 2011;


 


(ii)     after the Effective Time of the Exchange Registration Statement,
except as permitted hereunder, prepare and file with the Commission such
amendments and supplements to such Exchange Registration Statement and the
prospectus included therein as may be necessary to effect and maintain the
effectiveness of such Exchange Registration Statement for the periods and
purposes contemplated in Section 2(a) hereof and as may be required
by the applicable rules and regulations of the Commission and the
instructions applicable to the form of such Exchange Registration Statement,
and promptly provide each broker-dealer holding Exchange Securities with such
number of copies of the prospectus included therein (as then amended or
supplemented), in conformity in all material respects with the requirements of
the Securities Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder, as such broker-dealer may reasonably
request prior to the expiration of the Resale Period, for use in connection
with resales of Exchange Securities;


 


(iii)    after the Effective Time of the Exchange Registration Statement
and during the Resale Period promptly notify each broker-dealer that has
requested copies of the prospectus included in such registration statement, and
confirm such advice in writing, (A) with respect to such Exchange
Registration Statement or any post-effective amendment, when the same has
become effective, (B) of the issuance by the Commission of any stop order
suspending the effectiveness of such Exchange Registration Statement or the
initiation or threatening of any proceedings for that purpose, (C) of the
receipt by the Company of any notification with respect to the suspension of
the qualification of the Exchange Securities for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose, or (D) at
any time during the Resale Period 


 


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when a prospectus is
required to be delivered under the Securities Act, that such Exchange
Registration Statement, prospectus, prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder or contains an
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, which such notice, in
the case of clauses (B), (C) and (D) shall require any broker-dealer
to suspend the use of such prospectus until further notice;


 


(iv)    in the event that the Company and the Guarantors would be
required, pursuant to Section 3(c)(iii)(D) above, to notify any
broker-dealers holding Exchange Securities, prepare and furnish to each such
holder a reasonable number of copies of a prospectus supplemented or amended so
that, as thereafter delivered to purchasers of such Exchange Securities during
the Resale Period, such prospectus shall conform in all material respects to
the applicable requirements of the Securities Act and the Trust Indenture Act
and the rules and regulations of the Commission thereunder and shall not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing; provided,
however, the Company shall not be required to amend or supplement
such prospectus if (i) not permitted by law or (ii) the Company in
good faith and for valid business reasons determines that to do so would
involve disclosing a material undisclosed event;


 


(v)     use its reasonable best efforts to obtain the withdrawal of any
order suspending the effectiveness of such Exchange Registration Statement or
any post-effective amendment thereto at the earliest practicable date unless
the Company in good faith and for valid business reasons determines that to do
so would involve disclosing a material undisclosed event;


 


(vi)    use its reasonable best efforts to (A) register or qualify
the Exchange Securities under the securities laws or blue sky laws of such
jurisdictions as are contemplated by Section 2(a) no later than the
commencement of the Exchange Offer, (B) keep such registrations or
qualifications in effect and comply with such laws so as to permit the
continuance of offers, sales and dealings therein in such jurisdictions until
the expiration of the Resale Period and (C) take any and all other actions
as may be reasonably necessary or advisable to enable each broker-dealer
holding Exchange Securities to consummate the disposition thereof in such
jurisdictions; provided, however, that neither
the Company nor the Guarantors shall be required for any such purpose to (1) qualify
as a foreign corporation in any jurisdiction wherein it would not otherwise be
required to qualify but for the requirements of this Section 3(c)(vi), (2) consent
to general service of process or taxation in any such jurisdiction or (3) make
any changes to its incorporating documents or limited liability agreement or
any other agreement between it and its stockholders or members;


 


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(vii)   provide an ISIN and a CUSIP number for all
Exchange Securities, not later than the applicable Effective Time; and


 


(viii)  comply with all
applicable rules and regulations of the Commission, and make generally
available to its securityholders as soon as practicable but no later than 18
months after the effective date of such Exchange Registration Statement, an
earning statement of the Company and its subsidiaries complying with Section 11(a) of
the Securities Act (including, at the option of the Company, Rule 158
thereunder).


 


(d)                                 In connection
with the Company’s and the Guarantors’ obligations with respect to the Shelf
Registration, if applicable, the Company and the Guarantor shall, as soon as
reasonably practicable (or as otherwise specified):


 


(i)                  prepare and
file with the Commission, as soon as reasonably practicable but in any case
within the time periods specified in Section 2(b), a Shelf Registration
Statement on any form which may be utilized by the Company and which shall
register all of the Registrable Securities for resale by the holders thereof in
accordance with such method or methods of disposition as may be specified by
such of the holders as, from time to time, may be Electing Holders and use its
reasonable best efforts to cause such Shelf Registration Statement to become
effective as soon as reasonably practicable but in any case within the time
periods specified in Section 2(b);


 


(ii)               prior to the
Effective Time of the Shelf Registration Statement, mail the Notice and
Questionnaire to the holders of Registrable Securities; no holder shall be
entitled to be named as a selling securityholder in the Shelf Registration
Statement as of the Effective Time, and no holder shall be entitled to use the
prospectus forming a part thereof for resales of Registrable Securities at any
time, unless such holder has returned a completed and signed Notice and
Questionnaire to the Company by the deadline for response set forth therein; provided, however, holders of Registrable Securities shall
have at least 28 calendar days from the date on which the Notice and
Questionnaire is first mailed to such holders to return a completed and signed
Notice and Questionnaire to the Company;


 


(iii)            after the
Effective Time of the Shelf Registration Statement, upon the request of any
holder of Registrable Securities that is not then an Electing Holder, promptly
send a Notice and Questionnaire to such holder; provided
that the Company shall not be required to take any action to name such holder
as a selling securityholder in the Shelf Registration Statement or to enable
such holder to use the prospectus forming a part thereof for resales of
Registrable Securities until such holder has returned a completed and signed
Notice and Questionnaire to the Company;


 


(iv)           after the Effective
Time of the Shelf Registration Statement, except as permitted hereunder, as
soon as reasonably practicable prepare and file 


 


11

















 


with the Commission such
amendments and supplements to such Shelf Registration Statement and the
prospectus included therein as may be necessary to effect and maintain the
effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof
and as may be required by the applicable rules and regulations of the
Commission and the instructions applicable to the form of such Shelf
Registration Statement, and furnish to the Electing Holders copies of any such
supplement or amendment simultaneously with or prior to its being used or filed
with the Commission;


 


(v)              comply with the
provisions of the Securities Act with respect to the disposition of all of the
Registrable Securities covered by such Shelf Registration Statement in
accordance with the intended methods of disposition by the Electing Holders
provided for in such Shelf Registration Statement;


 


(vi)           provide (A) the
Electing Holders, (B) the underwriters (which term, for purposes of this
Exchange and Registration Rights Agreement, shall include a person deemed to be
an underwriter within the meaning of Section 2(a)(11) of the Securities
Act), if any, thereof, (C) any sales or placement agent, if any, therefor,
(D) counsel for any such underwriter or agent and (E) not more than
one counsel for all the Electing Holders a copy of such Shelf Registration
Statement, each prospectus included therein or filed with the Commission and
each amendment or supplement thereto;


 


(vii)        for a
reasonable period prior to the filing of such Shelf Registration Statement, and
throughout the period specified in Section 2(b), make available at
reasonable times at the Company’s principal place of business or such other
reasonable place for inspection by the persons referred to in Section 3(d)(vi) above
who shall certify to the Company that they have a current intention to sell the
Registrable Securities pursuant to the Shelf Registration such financial and
other information and books and records of the Company, and cause the officers,
employees, counsel and independent certified public accountants of the Company
to respond to such inquiries, as shall be reasonably necessary, in the
reasonable judgment of the respective counsel referred to in such Section, to
conduct a reasonable investigation within the meaning of Section 11 of the
Securities Act; provided, however, that each such
party shall be required to maintain in confidence and not to disclose to any
other person any information or records reasonably designated by the Company as
being confidential, until such time as (A) such information becomes a
matter of public record (whether by virtue of its inclusion in such
registration statement or otherwise), or (B) such person shall be required
so to disclose such information pursuant to a subpoena or order of any court or
other governmental agency or body having jurisdiction over the matter (subject
to the requirements of such order, and only after such person shall have given
the Company prompt prior written notice of such requirement), or (C) such
information is set forth in such Shelf Registration Statement or the prospectus
included therein or in an amendment to such Shelf Registration Statement or an
amendment or supplement to such prospectus in order that such Shelf
Registration Statement, prospectus, amendment or supplement, as the case may
be, complies 


 


12

















 


with applicable requirements
of the federal securities laws and the rules and regulations of the
Commission and does not contain an untrue statement of a material fact or omit
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing;


 


(viii)   promptly notify each of the Electing Holders,
any sales or placement agent therefor and any underwriter thereof (which notification
may be made through any managing underwriter that is a representative of such
underwriter for such purpose) and confirm such advice in writing, (A) with
respect to such Shelf Registration Statement or any post-effective amendment,
when the same has become effective, (B) of the issuance by the Commission
of any stop order suspending the effectiveness of such Shelf Registration
Statement or the initiation or threatening of any proceedings for that purpose,
(C) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, or (D) if at any time when a prospectus is required to be delivered
under the Securities Act, that such Shelf Registration Statement, prospectus,
prospectus amendment or supplement or post-effective amendment does not conform
in all material respects to the applicable requirements of the Securities Act
and the Trust Indenture Act and the rules and regulations of the
Commission thereunder or contains an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing, which such notice, in the case of clauses (B), (C) and (D) shall
require the suspension of the use of such prospectus until further notice;


 


(ix)           use its
reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of such registration statement or any post-effective amendment
thereto at the earliest practicable date unless the Company in good faith and
for valid business reasons determines that to do so would involve disclosing a
material undisclosed event;


 


(x)              if reasonably
requested by any managing underwriter or underwriters, any placement or sales
agent or any Electing Holder, promptly incorporate in a prospectus supplement
or post-effective amendment such information as is required by the applicable rules and
regulations of the Commission and as such managing underwriter or underwriters,
such agent or such Electing Holder specifies should be included therein
relating to the terms of the sale of such Registrable Securities, including information
with respect to the principal amount of Registrable Securities being sold by
such Electing Holder or agent or to any underwriters, the name and description
of such Electing Holder, agent or underwriter, the offering price of such
Registrable Securities and any discount, commission or other compensation
payable in respect thereof, the purchase price being paid therefor by such
underwriters and with respect to any other terms of the offering of the
Registrable Securities to be sold by such Electing Holder or agent or to such
underwriters; and make all required filings of 


 


13

















 


such prospectus supplement
or post-effective amendment promptly after notification of the matters to be
incorporated in such prospectus supplement or post-effective amendment;


 


(xi)           furnish to each
Electing Holder, each placement or sales agent, if any, therefor, each
underwriter, if any, thereof and the respective counsel referred to in Section 3(d)(vi) above
a conformed copy of such Shelf Registration Statement, each such amendment and
supplement thereto (in each case including, upon request, all exhibits thereto
and documents incorporated by reference therein) and such number of copies of
the prospectus included in such Shelf Registration Statement (including each
preliminary prospectus and any summary prospectus), in conformity in all
material respects with the applicable requirements of the Securities Act and
the Trust Indenture Act and the rules and regulations of the Commission
thereunder, and such other documents, as such Electing Holder, agent, if any,
and underwriter, if any, may reasonably request that may be required in
connection with the offering and disposition of the Registrable Securities
owned by such Electing Holder, offered or sold by such agent or underwritten by
such underwriter and to permit such Electing Holder, agent and underwriter to
satisfy the prospectus delivery requirements of the Securities Act; and the
Company hereby consents to the use of the prospectus contained in the Shelf
Registration Statement at the Effective Time thereof and any amendment or
supplement thereto by each such Electing Holder and by any such agent and
underwriter, in each case in the form most recently provided to such person by
the Company, in connection with the offering and sale of the Registrable
Securities covered by such prospectus or any such supplement or amendment
thereto;


 


(xii)        use reasonable
best efforts to (A) register or qualify the Registrable Securities to be
included in such Shelf Registration Statement under such securities laws or
blue sky laws of such jurisdictions as any Electing Holder and each placement
or sales agent, if any, therefor and underwriter, if any, thereof shall
reasonably request, (B) keep such registrations or qualifications in effect and
comply with such laws so as to permit the continuance of offers, sales and
dealings therein in such jurisdictions during the period the Shelf Registration
is required to remain effective under Section 2(b) above and for so
long as may be necessary to enable any such Electing Holder, agent or
underwriter to complete its distribution of Securities pursuant to such Shelf
Registration Statement and (C) take any and all other actions as may be
reasonably necessary or advisable to enable each such Electing Holder, agent,
if any, and underwriter, if any, to consummate the disposition in such
jurisdictions of such Registrable Securities; provided,
however, that neither the Company nor the Guarantors shall be
required for any such purpose to (1) qualify as a foreign corporation in
any jurisdiction wherein it would not otherwise be required to qualify but for
the requirements of this Section 3(d)(xii), (2) consent to general
service of process or taxation in any such jurisdiction or (3) make any
changes to its incorporating documents or limited liability agreement or any
other agreement between it and its stockholders or members;


 


14

















 


(xiii)  unless any
Registrable Securities shall be in book-entry only form, cooperate with the
Electing Holders and the managing underwriters, if any, to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities to be sold, which certificates, if so required by any securities
exchange upon which any Registrable Securities are listed, shall be penned,
lithographed or engraved, or produced by any combination of such methods, on
steel engraved borders, and which certificates shall not bear any restrictive
legends; and, in the case of an underwritten offering, enable such Registrable
Securities to be in such denominations and registered in such names as the
managing underwriters may request at least two business days prior to any sale
of the Registrable Securities;


 


(xiv)  enter into one
or more underwriting agreements, engagement letters, agency agreements, “best
efforts” underwriting agreements or similar agreements, as appropriate,
including customary provisions relating to indemnification and contribution
(such indemnification and contribution obligations of the Company to be no more
extensive than those contained in the Purchase Agreement), and take such other
actions in connection therewith as any Electing Holders aggregating at least
20% in aggregate principal amount of the Registrable Securities at the time
outstanding shall reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities;


 


(xv)       whether or not
an agreement of the type referred to in Section 3(d)(xiv) hereof is entered
into and whether or not any portion of the offering contemplated by the Shelf
Registration is an underwritten offering or is made through a placement or
sales agent or any other entity, (A) make such representations and
warranties to the Electing Holders and the placement or sales agent, if any,
therefor and the underwriters, if any, thereof in form, substance and scope as
are customarily made in connection with an offering of debt securities pursuant
to any appropriate agreement or to a registration statement filed on the form
applicable to the Shelf Registration; (B) obtain an opinion of counsel to
the Company in customary form and covering such matters, of the type
customarily covered by such an opinion, as the managing underwriters, if any,
or as any Electing Holders of at least 20% in aggregate principal amount of the
Registrable Securities at the time outstanding may reasonably request,
addressed to such Electing Holder or Electing Holders and the placement or
sales agent, if any, therefor and the underwriters, if any, thereof and dated
the effective date of such Shelf Registration Statement (or if such Shelf
Registration Statement contemplates an underwritten offering of a part or all
of the Registrable Securities, dated the date of the closing under the
underwriting agreement relating thereto) (it being agreed that the matters to
be covered by such opinion shall include the due incorporation, organization or
formation and good standing of the Company and the Guarantors; the
qualification of the Company and the Guarantors to transact business as foreign
corporations; the due authorization, execution and delivery of the relevant
agreement, if any, of the type referred to in Section 3(d)(xiv) hereof; the due
authorization, execution, authentication and issuance, and the validity and
enforceability, of the Securities; the absence of 


 


15

















 


governmental approvals
required to be obtained in connection with the Shelf Registration, the offering
and sale of the Registrable Securities, this Exchange and Registration Rights
Agreement or any agreement of the type referred to in Section 3(d)(xiv) hereof,
except such approvals as may have been obtained or may be required under state
securities or blue sky laws; the material compliance as to form of such Shelf
Registration Statement and any documents incorporated by reference therein and
of the Indenture with the requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder,
respectively; and, if addressed to any underwriters, as of the date of the
opinion and of the Shelf Registration Statement or most recent post-effective
amendment thereto, as the case may be, the absence from such Shelf Registration
Statement and the prospectus included therein, as then amended or supplemented,
and from the documents incorporated by reference therein (in each case other
than the financial statements and other financial or accounting information
contained therein) of an untrue statement of a material fact or the omission to
state therein a material fact necessary to make the statements therein not
misleading (in the case of such documents, in the light of the circumstances
existing at the time that such documents were filed with the Commission under
the Exchange Act)); (C) obtain a “cold comfort” letter or letters from the
independent certified public accountants of the Company addressed to the
selling Electing Holders, the placement or sales agent, if any, therefor or the
underwriters, if any, thereof, dated (i) the effective date of such Shelf
Registration Statement and (ii) the effective date of any prospectus
supplement to the prospectus included in such Shelf Registration Statement or
post-effective amendment to such Shelf Registration Statement which includes
unaudited or audited financial statements as of a date or for a period
subsequent to that of the latest such statements included in such prospectus
(and, if such Shelf Registration Statement contemplates an underwritten
offering pursuant to any prospectus supplement to the prospectus included in
such Shelf Registration Statement or post-effective amendment to such Shelf
Registration Statement which includes unaudited or audited financial statements
as of a date or for a period subsequent to that of the latest such statements
included in such prospectus, dated the date of the closing under the
underwriting agreement relating thereto), such letter or letters to be in
customary form and covering such matters of the type customarily covered by
letters of such type; and (D) deliver such documents and certificates,
including officers’ certificates, as may be reasonably requested by any
Electing Holders of at least 20% in aggregate principal amount of the
Registrable Securities at the time outstanding or the placement or sales agent,
if any, therefor and the managing underwriters, if any, thereof to evidence the
accuracy of the representations and warranties made pursuant to clause (A) above
or those contained in Section 5(a) hereof and the compliance with or
satisfaction of any agreements or conditions contained in the underwriting
agreement or other agreement entered into by the Company or the Guarantors;


 


(xvi)  notify in
writing each holder of Registrable Securities of any proposal by the Company to
amend or waive any provision of this Exchange and Registration Rights Agreement
in any material respect pursuant to Section 9(h) 


 


16

















 


hereof and of any such
amendment or waiver effected pursuant thereto, each of which notices shall
contain the text of the amendment or waiver proposed or effected, as the case
may be;


 


(xvii)  in the event
that any broker-dealer registered under the Exchange Act shall underwrite any
Registrable Securities or participate as a member of an underwriting syndicate
or selling group or “assist in the distribution” (within the meaning of the
Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”)
or any successor thereto, as amended from time to time) thereof, whether as a
holder of such Registrable Securities or as an underwriter, a placement or
sales agent or a broker or dealer in respect thereof, or otherwise, cooperate
with such broker-dealer in connection with any filings required to be made by
FINRA;


 


(xviii) comply with all
applicable rules and regulations of the Commission, and make generally
available to its securityholders as soon as practicable but in any event not
later than 18 months after the effective date of such Shelf Registration
Statement, an earning statement of the Company and its subsidiaries complying
with Section 11(a) of the Securities Act (including, at the option of
the Company, Rule 158 thereunder).


 


(e)                                  In the event
that the Company would be required, pursuant to Section 3(d)(viii)(D) above,
to notify the Electing Holders, the placement or sales agent, if any, therefor
and the managing underwriters, if any, thereof, the Company shall as soon as
reasonably practicable prepare and furnish to each of the Electing Holders, to
each placement or sales agent, if any, and to each such underwriter, if any, a
reasonable number of copies of a prospectus supplemented or amended so that, as
thereafter delivered to purchasers of Registrable Securities, such prospectus
shall conform in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations
of the Commission thereunder and shall not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing; provided, however, the Company shall not be required to amend or
supplement such prospectus if (i) not permitted by law or (ii) the
Company in good faith and for valid business reasons determines that to do so
would involve disclosing a material undisclosed event.  Each Electing Holder agrees that upon receipt
of any notice from the Company pursuant to Section 3(d)(viii)(D) hereof,
such Electing Holder shall forthwith discontinue the disposition of Registrable
Securities pursuant to the Shelf Registration Statement applicable to such
Registrable Securities until such Electing Holder shall have received copies of
such amended or supplemented prospectus, and if so directed by the Company,
such Electing Holder shall deliver to the Company (at the Company’s expense)
all copies, other than permanent file copies, then in such Electing Holder’s
possession of the prospectus covering such Registrable Securities at the time
of receipt of such notice.


 


(f)                                   In the event of
a Shelf Registration, in addition to the information required to be provided by
each Electing Holder in its Notice and Questionnaire, the Company 


 


17

















 


may require such Electing
Holder to furnish to the Company such additional information regarding such
Electing Holder and such Electing Holder’s intended method of distribution of
Registrable Securities as may be required in order to comply with the
Securities Act.  Each such Electing
Holder agrees to (i) notify the Company as promptly as practicable of (A) any
inaccuracy or change in information previously furnished by such Electing
Holder to the Company or (B) of the occurrence of any event in either case
as a result of which any prospectus relating to such Shelf Registration
contains or would contain an untrue statement of a material fact regarding such
Electing Holder or such Electing Holder’s intended method of disposition of
such Registrable Securities or omits to state any material fact regarding such
Electing Holder or such Electing Holder’s intended method of disposition of
such Registrable Securities required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances then
existing, and (ii) promptly to furnish to the Company any additional
information required to correct and update any previously furnished required
information or so that such prospectus shall not contain, with respect to such
Electing Holder or the disposition of such Registrable Securities, an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing.


 


(g)                                  Until the
expiration of two years after the Closing Date, the Company will not, and will
not permit any of its “affiliates” (as defined in Rule 144) to, resell any
of the Securities that have been reacquired by any of them except pursuant to
an effective registration statement under the Securities Act.


 


4.                                      Registration
Expenses.


 


The
Company agrees to bear and to pay or cause to be paid promptly all expenses
incident to the Company’s performance of or compliance with this Exchange and
Registration Rights Agreement, including (a) all Commission and any FINRA
registration, filing and review fees and expenses, (b) all fees and
expenses in connection with the qualification of the Securities for offering
and sale under the State securities and blue sky laws referred to in Section 3(d)(xii) hereof
under the laws of such jurisdictions as any managing underwriters or the
Electing Holders may designate, including any fees and disbursements of one
counsel for the Electing Holders or underwriters in connection with such
qualification, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared
for distribution pursuant hereto, each amendment or supplement to the
foregoing, and the expenses of preparing the Securities for delivery, (d) messenger,
telephone and delivery expenses relating to the preparation of documents
referred in clause (c) above, (e) fees and expenses of the Trustee under
the Indenture, (f) internal expenses (including all salaries and expenses
of the Company’s officers and employees performing legal or accounting duties),
(g) fees, disbursements and expenses of counsel and independent certified
public accountants of the Company (including the expenses of any opinions or “cold
comfort” letters required by or incident to such performance and compliance), (h) reasonable
fees, disbursements and expenses of one counsel for the Electing Holders
retained in connection with a Shelf Registration, as selected by the Electing
Holders of at least a majority in aggregate principal amount of the Registrable
Securities held by Electing Holders (which counsel shall be reasonably satisfactory
to the Company), (j) any fees charged by 


 


18

















 


securities
rating services for rating the Securities, and (k) fees, expenses and
disbursements of any other persons, including special experts, retained by the
Company in connection with such registration (collectively, the “Registration
Expenses”).  To the extent that any
Registration Expenses are incurred, assumed or paid by any holder of
Registrable Securities or any placement or sales agent therefor or underwriter
thereof, the Company shall reimburse such person for the full amount of the
reasonable Registration Expenses so incurred, assumed or paid promptly after
receipt of a request therefor. 
Notwithstanding the foregoing, the holders of the Registrable Securities
being registered shall pay all agency fees and commissions and underwriting
discounts and commissions attributable to the sale of such Registrable
Securities and the fees and disbursements of any counsel or other advisors or
experts retained by such holders (severally or jointly), other than the counsel
and experts specifically referred to above.


 


5.                                      Representations
and Warranties.


 


The
Company and the Guarantors, jointly and severally, represent and warrant to,
and agree with, each Purchaser and each of the holders from time to time of
Registrable Securities that:


 


(a)                                 Each
registration statement covering Registrable Securities and each prospectus
(including any preliminary or summary prospectus) contained therein or
furnished pursuant to Section 3(d) or Section 3(c) hereof
and any further amendments or supplements to any such registration statement or
prospectus, when it becomes effective or is filed with the Commission, as the
case may be, will conform in all material respects to the requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations
of the Commission thereunder and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and at all times
subsequent to the Effective Time when a prospectus would be required to be
delivered under the Securities Act, other than from (i) such time as a
notice has been given to holders of Registrable Securities pursuant to Section 3(d)(viii)(D)
or Section 3(c)(iii)(D) hereof until (ii) such time as the
Company furnishes an amended or supplemented prospectus pursuant to Section 3(e) or
Section 3(c)(iv) hereof, each such registration statement, and each prospectus
(including any summary prospectus) contained therein or furnished pursuant to Section 3(d) or
Section 3(c) hereof, as then amended or supplemented, will not contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
in the light of the circumstances then existing; provided,
however, that this representation and
warranty shall not apply to any statements or omissions made in reliance upon and
in conformity with information furnished in writing to the Company by a holder
of Registrable Securities, a placement or sales agent or an underwriter
expressly for use therein.


 


(b)                                 Any documents
incorporated by reference in any prospectus referred to in Section 5(a) hereof,
when they become or became effective or are or were filed with the Commission,
as the case may be, will conform or conformed in all material respects to the
requirements of the Securities Act or the Exchange Act, as applicable, and, as
of such effective or filing date, none of such documents will contain or
contained an untrue statement of a material fact or will omit or omitted to
state a material fact required to be 


 


19

















 


stated therein or necessary
to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by a holder of Registrable
Securities, a placement or sales agent or an underwriter expressly for use
therein.


 


(c)                                  The compliance
by the Company with all of the provisions of this Exchange and Registration
Rights Agreement and the consummation of the transactions herein contemplated
will not conflict with or result in a breach of any of the terms or provisions
of, or constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any
subsidiary of the Company is a party or by which the Company or any subsidiary
of the Company is bound or to which any of the property or assets of the
Company or any subsidiary of the Company is subject, except for such conflict,
breach or default which (x) would not have a material adverse effect on
the business, condition (financial or otherwise) or results of operations of
the Company and its subsidiaries, taken as a whole (any such event, a “Material
Adverse Effect”) or (y) have been waived nor will such action result
in any violation of the provisions of the organizational documents of the
Company  or the Guarantors or violate any
statute or any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the Company or any subsidiary of the
Company or any of their properties except for such violation which would not
have a Material Adverse Effect; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency
or body is required for the consummation by the Company and the Guarantors of
the transactions contemplated by this Exchange and Registration Rights
Agreement, except the registration under the Securities Act of the Securities,
qualification of the Indenture under the Trust Indenture Act and such consents,
approvals, authorizations, registrations or qualifications as may be required
under state securities or blue sky laws in connection with the offering and
distribution of the Securities.


 


(d)                                 This Exchange
and Registration Rights Agreement has been duly authorized, executed and
delivered by the Company and the Guarantors.


 


6.                                      Indemnification.


 


(a)                                 Indemnification
by the Company and the Guarantors.  The Company and
the Guarantors, jointly and severally, will indemnify and hold harmless each of
the holders of Registrable Securities included in an Exchange Registration
Statement, each broker dealer selling Exchange Securities during the Resale
Period, and each of the Electing Holders of Registrable Securities included in
a Shelf Registration Statement against any losses, claims, damages or
liabilities, joint or several, to which such holder may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
any Exchange Registration Statement or Shelf Registration Statement, as the
case may be, under which such Registrable Securities were registered under the
Securities Act, or any preliminary, final or summary prospectus contained
therein or furnished by the Company to any such holder, or any amendment or
supplement thereto, or arise out of or


 


20






 












 


are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse such holder for
any out-of-pocket legal or other expenses reasonably incurred by them in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however,
that (i) neither the Company nor any Guarantor shall be liable to any such
person in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
or preliminary, final or summary prospectus, or amendment or supplement
thereto, in reliance upon and in conformity with written information furnished
to the Company by any holder, placement or sales agent or underwriter expressly
for use therein  and (ii) such
indemnity with respect to any preliminary prospectus shall not inure to the
benefit of any holder, placement agent or underwriter (or any person
controlling such person) to the extent that any loss, claim, damage or
liability of such person results from the fact that such person sold Securities
to a person as to whom it shall be established that there was not sent or
given, a copy of the final prospectus (or the final prospectus as amended or
supplemented) at or prior to the confirmation of the sale of such Securities to
such person if (x) the Company has previously furnished copies thereof in
sufficient quantity to such indemnified person and the loss, claim, damage or
liability of such indemnified person results from an untrue statement or
omission of a material fact contained in such preliminary prospectus which was
corrected in the final prospectus (or the final prospectus as amended or
supplemented) and (y) such loss, liability, claim, damage or expense would
have been eliminated by the delivery of such corrected final prospectus or the
final prospectus as then amended or supplemented.


 


(b)                                 Indemnification
by the Holders and Any Agents and Underwriters. 
As a condition to including any Registrable Securities in any
registration statement filed pursuant to Section 2(b) hereof or to
entering into any underwriting agreement with respect thereto, each Electing
Holder of such Registrable Securities and each underwriter named in any such
underwriting agreement, severally and not jointly, will (i) indemnify and
hold harmless the Company, the
Guarantors, and all other holders of Registrable Securities, against any
losses, claims, damages or liabilities to which the Company, the
Guarantors or such other holders of Registrable Securities may become subject,
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
an untrue statement or alleged untrue statement of a material fact contained in
such registration statement, or any preliminary, final or summary prospectus
contained therein or furnished by the Company to any such Electing Holder,
agent or underwriter, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information furnished
to the Company by such Electing Holder or underwriter expressly for use
therein, and (ii) reimburse the Company and the Guarantors for any legal
or other expenses reasonably incurred by the Company and the Guarantors in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however,
that no such Electing Holder shall be required to undertake liability to any
person under this Section 6(b) for any amounts in excess of the
proceeds to be received by such Electing Holder from the sale of such Electing
Holder’s Registrable Securities pursuant to such registration.


 


21

















 


(c)                                  Notices
of Claims, Etc.  Promptly after
receipt by an indemnified party under Section 6(a) or Section 6(b) above
of written notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against an indemnifying
party pursuant to the indemnification provisions of or contemplated by this Section 6,
notify such indemnifying party in writing of the commencement of such action;
but the omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to any indemnified party otherwise than under
the indemnification provisions of or contemplated by Section 6(a) or
6(b) above.  In case any such action
shall be brought against any indemnified party and it shall notify an
indemnifying party of the commencement thereof, such indemnifying party shall
be entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof
other than reasonable costs of investigation. 
In no event shall the indemnifying parties be liable for fees and
expenses of more than one counsel (in addition to any local counsel) separate
from their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances.  No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party
from all liability arising out of such action or claim and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party. 
No indemnifying party shall be liable under this Section 6(c) for
any settlement of any claim or action effected without its consent, which
consent shall not be unreasonably withheld.


 


(d)                                 Contribution.  If for any reason the
indemnification provisions contemplated by Section 6(a) or Section 6(b)
above are unavailable to or insufficient to hold harmless an indemnified party
in respect of any losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations.  The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The parties
hereto agree that it would not be just and equitable if contributions pursuant
to this Section 6(d) were determined by pro rata allocation (even if
the holders or any agents or underwriters or all of them were treated 


 


22

















 


as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable
considerations referred to in this Section 6(d).  The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, or liabilities (or actions in
respect thereof) referred to above shall be deemed to include any legal or
other fees or expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 6(d),
no holder shall be required to contribute any amount in excess of the amount by
which the proceeds received by such holder from the sale of any Registrable
Securities (after deducting any fees, discounts and commissions applicable
thereto) exceeds the amount of any damages which such holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission, and no underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Registrable Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  The
holders’ and any underwriters’ obligations in this Section 6(d) to
contribute shall be several in proportion to the principal amount of
Registrable Securities registered or underwritten, as the case may be, by them and
not joint.


 


(e)                                  The obligations
of the Company and the Guarantors under this Section 6 shall be in
addition to any liability which the Company or the Guarantors may otherwise
have and shall extend, upon the same terms and conditions, to each officer, director
and partner of each holder, agent and underwriter and each person, if any, who
controls any holder, agent or underwriter within the meaning of the Securities
Act; and the obligations of the holders and any agents or underwriters
contemplated by this Section 6 shall be in addition to any liability which the
respective holder, agent or underwriter may otherwise have and shall extend,
upon the same terms and conditions, to each officer and director of the Company
or the Guarantors and to each person, if any, who controls the Company or a
Guarantor within the meaning of the Securities Act.


 


7.                                      Underwritten
Offerings.


 


(a)                                 Selection
of Underwriters.  If any of the
Registrable Securities covered by the Shelf Registration are to be sold
pursuant to an underwritten offering, the managing underwriter or underwriters
thereof shall be designated by Electing Holders holding at least a majority in
aggregate principal amount of the Registrable Securities to be included in such
offering, provided that such designated managing underwriter or underwriters is
or are reasonably acceptable to the Company.


 


(b)                                 Participation
by Holders.  Each holder of
Registrable Securities hereby agrees with each other such holder that no such
holder may participate in any underwritten offering hereunder unless such
holder (i) agrees to sell such holder’s Registrable Securities on the
basis provided in any underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of 


 


23

















 


attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.


 


8.                                      Rule 144.


 


The
Company covenants to the holders of Registrable Securities that to the extent
it shall be required to do so under the Exchange Act, the Company shall timely
file the reports required to be filed by it under the Exchange Act or the
Securities Act (including the reports under Sections 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted
by the Commission under the Securities Act) and the rules and regulations
adopted by the Commission thereunder, and shall take such further action as any
holder of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Securities
without registration under the Securities Act within the limitations of the
exemption provided by Rule 144 under the Securities Act, as such Rule may
be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the Commission. 
Upon the request of any holder of Registrable Securities in connection
with that holder’s sale pursuant to Rule 144, the Company shall deliver to
such holder a written statement as to whether it has complied with such
requirements.


 


9.                                      Miscellaneous.


 


(a)                                 No
Inconsistent Agreements.   The Company represents, warrants, covenants
and agrees that it has not granted, and shall not grant, registration rights
with respect to Registrable Securities or any other securities which would be
inconsistent with the terms contained in this Exchange and Registration Rights
Agreement.


 


(b)                                 Remedy.  Special Interest pursuant to Section 2(c) hereof
is the sole remedy available to holders of Registrable Securities in the event
the Company does not comply with any of its registration and other obligations
set forth in Section 2 herein.  In
addition, the parties hereto acknowledge that there would be no adequate remedy
at law if the Company fails to perform any of its other obligations under
Sections 4, 6, or 8 hereunder and that the Purchasers and the holders from time
to time of the Registrable Securities may be irreparably harmed by any such
failure, and accordingly agree that the Purchasers and such holders, in
addition to any other remedy to which they may be entitled at law or in equity,
shall be entitled to compel specific performance of such obligations in
accordance with the terms and conditions of this Exchange and Registration
Rights Agreement, in any court of the United States or any State thereof having
jurisdiction.


 


(c)                                  Notices.
 All notices, requests, claims,
demands, waivers and other communications hereunder shall be in writing and
shall be deemed to have been duly given when delivered by hand, if delivered
personally, by facsimile or by courier, or three days after being deposited in
the mail (registered or certified mail, postage prepaid, return receipt requested)
as follows:  If to the Company, to it at
500 Huntsman Way, Salt Lake City, Utah 84108, Attention: General Counsel, and
if to a holder, to the address of such holder set forth in the security
register or other records of the Company, or to such other address as the
Company or any such holder may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be
effective only upon receipt.


 


24

















 


(d)                                 Parties
in Interest.  All the
terms and provisions of this Exchange and Registration Rights Agreement shall
be binding upon, shall inure to the benefit of and shall be enforceable by the
parties hereto and the holders from time to time of the Registrable Securities
and the respective successors and assigns of the parties hereto and such
holders.  In the event that any
transferee of any holder of Registrable Securities shall acquire Registrable
Securities, in any manner, whether by gift, bequest, purchase, operation of law
or otherwise, such transferee shall, without any further writing or action of
any kind, be deemed a beneficiary hereof for all purposes and such Registrable
Securities shall be held subject to all of the terms of this Exchange and
Registration Rights Agreement, and by taking and holding such Registrable
Securities such transferee shall be entitled to receive the benefits of, and be
conclusively deemed to have agreed to be bound by all of the applicable terms
and provisions of this Exchange and Registration Rights Agreement.  If the Company shall so request, any such
successor, assign or transferee shall agree in writing to acquire and hold the
Registrable Securities subject to all of the applicable terms hereof.


 


(e)                                  Survival.  The respective indemnities, agreements,
representations, warranties and each other provision set forth in this Exchange
and Registration Rights Agreement or made pursuant hereto shall remain in full
force and effect regardless of any investigation (or statement as to the
results thereof) made by or on behalf of any holder of Registrable Securities,
any director, officer or partner of such holder, any agent or underwriter or
any director, officer or partner thereof, or any controlling person of any of
the foregoing, and shall survive delivery of and payment for the Registrable
Securities pursuant to the Purchase Agreement and the transfer and registration
of Registrable Securities by such holder and the consummation of an Exchange
Offer.


 


(f)                                   Governing
Law.  This Exchange and Registration
Rights Agreement shall be governed by and construed in accordance with the laws
of the State of New York, without reference to the conflict of law rules thereof.


 


(g)                                  Headings.  The descriptive headings of the several
Sections and paragraphs of this Exchange and Registration Rights Agreement are
inserted for convenience only, do not constitute a part of this Exchange and
Registration Rights Agreement and shall not affect in any way the meaning or
interpretation of this Exchange and Registration Rights Agreement.


 


(h)                                 Entire
Agreement; Amendments.  This
Exchange and Registration Rights Agreement and the other writings referred to
herein (including the Indenture and the form of Securities) or delivered
pursuant hereto which form a part hereof contain the entire understanding of
the parties with respect to its subject matter. 
This Exchange and Registration Rights Agreement supersedes all prior
agreements and understandings between the parties with respect to its subject
matter.  This Exchange and Registration
Rights Agreement may be amended and the observance of any term of this Exchange
and Registration Rights Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively) only by a
written instrument duly executed by the Company and the holders of at least a
majority in aggregate principal amount of the Registrable Securities at the
time outstanding.  Each holder of any of
the Registrable Securities at the time or thereafter outstanding shall be bound
by any amendment or waiver effected pursuant to this Section 9(h), 


 


25

















 


whether or not any notice, writing or marking
indicating such amendment or waiver appears on such Registrable Securities or
is delivered to such holder.


 


(i)                                     Inspection.  For so long as this Exchange and Registration
Rights Agreement shall be in effect, this Exchange and Registration Rights
Agreement and a complete list of the names and addresses of all the holders of
Registrable Securities shall be made available for inspection and copying on
any business day by any holder of Registrable Securities for proper purposes
only (which shall include any purpose related to the rights of the holders of
Registrable Securities under the Securities, the Indenture and this Exchange
and Registration Rights Agreement) at the offices of the Trustee under the
Indenture.


 


(j)                                    Counterparts.  This Exchange and Registration Rights
Agreement may be executed by the parties in counterparts, each of which shall
be deemed to be an original, but all such respective counterparts shall
together constitute one and the same instrument.


 


(k)                                 Severability.  If any provision of this Exchange and
Registration Rights Agreement, or the application thereof in any circumstances,
is held to be invalid, illegal or unenforceable in any respect for any reason,
the validity, legality and enforceability of such provision in every other
respect and of the remaining provisions contained in this Exchange and
Registration Rights Agreement shall not be affected or impaired thereby.


 


26

















 


If
the foregoing is in accordance with your understanding, please sign and return
to us four counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Purchasers, the Guarantors
and the Company.  It is understood that
your acceptance of this letter on behalf of each of the Purchasers is pursuant
to the authority set forth in a form of Agreement among Purchasers, the form of
which shall be submitted to the Company for examination upon request, but
without warranty on your part as to the authority of the signers thereof.


 


 


Very
truly yours,


 


 


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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  
					



 


2

















 


	
   

  	
  TIOXIDE
  GROUP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  J. Kimo Esplin

  
	
   

  	
   

  	
  Name:

  	
  J.
  Kimo Esplin

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  L. Russell Healy

  
	
   

  	
   

  	
  Name:

  	
  L
  .Russell Healy

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 


3

















 


	
  Accepted
  as of the date hereof:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  GOLDMAN,
  SACHS & CO.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Goldman, Sachs & Co.

  	
   

  
	
   

  	
  (Goldman, Sachs & Co.)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BANC
  OF AMERICA SECURITIES LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Henrik Dahlback

  	
   

  
	
   

  	
  Name:
  Henrik Dahlback

  	
   

  
	
   

  	
  Title:
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BARCLAYS
  CAPITAL INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Paul Cugno

  	
   

  
	
   

  	
  Name:
  Paul Cugno

  	
   

  
	
   

  	
  Title:
  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CITIGROUP
  GLOBAL MARKETS INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Barbara R. Matas

  	
   

  
	
   

  	
  Name:
  Barbara R. Matas

  	
   

  
	
   

  	
  Title:
  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CREDIT
  SUISSE SECURITIES (USA) LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Timothy Hunt

  	
   

  
	
   

  	
  Name:
  Timothy Hunt

  	
   

  
	
   

  	
  Title:
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  HSBC
  SECURITIES (USA) INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Diane M. Kenna

  	
   

  
	
   

  	
  Name:
  Diane M. Kenna

  	
   

  
	
   

  	
  Title:
  Senior Vice President

  	
   

  



 


4

















 


	
  J.P.
  MORGAN SECURITIES LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Kenneth A. Lang

  	
   

  
	
   

  	
  Name:
  Kenneth A. Lang

  	
   

  
	
   

  	
  Title:
  Managing Director

  	
   

  



 


5

















 


SCHEDULE I


 


	
  GUARANTORS

  	
   

  	
  JURISDICTION

  OF

  ORGANIZATION

  
	
  Airstar
  Corporation

  	
   

  	
  Utah

  
	
  Huntsman
  Advanced Materials Americas LLC

  	
   

  	
  Delaware

  
	
  Huntsman
  Advanced Materials LLC

  	
   

  	
  Delaware

  
	
  Huntsman
  Australia Inc.

  	
   

  	
  Utah

  
	
  Huntsman
  Chemical Purchasing Corporation

  	
   

  	
  Utah

  
	
  Huntsman
  Enterprises, Inc.

  	
   

  	
  Utah

  
	
  Huntsman
  Ethyleneamines LLC

  	
   

  	
  Texas

  
	
  Huntsman
  Fuels LLC

  	
   

  	
  Texas

  
	
  Huntsman
  International Financial LLC

  	
   

  	
  Delaware

  
	
  Huntsman
  International Fuels LLC

  	
   

  	
  Texas

  
	
  Huntsman
  International Trading Corporation

  	
   

  	
  Delaware

  
	
  Huntsman
  MA Investment Corporation

  	
   

  	
  Utah

  
	
  Huntsman
  MA Services Corporation

  	
   

  	
  Utah

  
	
  Huntsman
  Petrochemical LLC

  	
   

  	
  Delaware

  
	
  Huntsman
  Petrochemical Purchasing Corporation

  	
   

  	
  Utah

  
	
  Huntsman
  Procurement Corporation

  	
   

  	
  Utah

  
	
  Huntsman
  Propylene Oxide LLC

  	
   

  	
  Texas

  
	
  Huntsman
  Purchasing, Ltd.

  	
   

  	
  Utah

  
	
  Polymer
  Materials Inc.

  	
   

  	
  Utah

  
	
  Tioxide
  Americas LLC

  	
   

  	
  Cayman Islands

  
	
  Tioxide
  Group

  	
   

  	
  United Kingdom

  



 






 












 


Exhibit A


 


Huntsman International LLC


 


INSTRUCTION TO DTC PARTICIPANTS


 


(Date of Mailing)


 


URGENT - IMMEDIATE ATTENTION REQUESTED


 


DEADLINE FOR RESPONSE:  [DATE]
*


 


The
Depository Trust Company (“DTC”) has identified you as a DTC Participant
through which beneficial interests in the Huntsman International LLC (the “Company”)
8 5/8% Senior Subordinated Notes
due 2021 (the “Securities”) are held.


 


The
Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof.  In order to have their Securities included in
the registration statement, beneficial owners must complete and return the
enclosed Notice of Registration Statement and Selling Securityholder
Questionnaire.


 


It
is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the
Securities included in the registration statement depend upon their returning
the Notice and Questionnaire by [Deadline For Response].  Please forward a copy of the enclosed
documents to each beneficial owner that holds interests in the Securities
through you.  If you require more copies
of the enclosed materials or have any questions pertaining to this matter,
please contact Huntsman International LLC, 500 Huntsman Way, Salt Lake City,
Utah 84108, (801) 532-5200.


 






*Not
less than 28 calendar days from date of mailing.


 

















 


Huntsman International LLC


 


Notice of Registration Statement

and

Selling Securityholder Questionnaire


 


(Date)


 


Reference
is hereby made to the Exchange and Registration Rights Agreement (the “Exchange
and Registration Rights Agreement”) among Huntsman International LLC (the “Company”),
the Guarantors named therein and the Purchasers named therein.  Pursuant to the Exchange and Registration
Rights Agreement, the Company has filed with the United States Securities and
Exchange Commission (the “Commission”) a registration statement on Form [    ] (the “Shelf Registration
Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of the
Company’s 8 5/8% Senior Subordinated Notes
due 2021 (the “Securities”).  A
copy of the Exchange and Registration Rights Agreement has been filed as an
exhibit to the Shelf Registration Statement. 
All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Exchange and Registration Rights Agreement.


 


Each
beneficial owner of Registrable Securities (as defined below) is entitled to
have the Registrable Securities beneficially owned by it included in the Shelf
Registration Statement.  In order to have
Registrable Securities included in the Shelf Registration Statement, this
Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice
and Questionnaire”) must be completed, executed and delivered to the
Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. 
Beneficial owners of Registrable Securities who do not complete, execute
and return this Notice and Questionnaire by such date (i) will not be
named as selling securityholders in the Shelf Registration Statement and (ii) may
not use the prospectus forming a part thereof for resales of Registrable
Securities.


 


Certain
legal consequences arise from being named as a selling securityholder in the
Shelf Registration Statement and related Prospectus.  Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel
regarding the consequences of being named or not being named as a selling
securityholder in the Shelf Registration Statement and related prospectus.


 


The
term “Registrable Securities” is defined in the Exchange and
Registration Rights Agreement.


 


2

















 


ELECTION


 


The
undersigned holder (the “Selling Securityholder”) of Registrable
Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and listed below in Item
(3).  The undersigned, by signing and
returning this Notice and Questionnaire, agrees to be bound with respect to
such Registrable Securities by the terms and conditions of this Notice and
Questionnaire and the Exchange and Registration Rights Agreement, including,
without limitation, Section 6 of the Exchange and Registration Rights
Agreement, as if the undersigned Selling Securityholder were an original party
thereto.


 


Upon
any sale of Registrable Securities pursuant to the Shelf Registration Statement,
the Selling Securityholder will be required to deliver to the Company and the
Trustee for the Securities the Notice of Transfer set forth in Appendix A to
the Prospectus and as Exhibit B to the Exchange and Registration Rights
Agreement.


 


The
Selling Securityholder hereby provides the following information to the Company
and represents and warrants that such information is accurate and complete:


 


3

















 


QUESTIONNAIRE


 


	
  (1)

  	
  (a)

  	
  Full
  Legal Name of Selling Securityholder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Full
  Legal Name of Registered Holder (if not the same as in (a) above) of
  Registrable Securities Listed in Item (3) below:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Full
  Legal Name of Euroclear Participant (if applicable and if not the same as
  (b) above) Through Which Registrable Securities Listed in Item
  (3) below are Held:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  Address
  for Notices to Selling Securityholder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Telephone:

  
	
   

  	
  Fax:

  
	
   

  	
  Contact
  Person:

  
	
   

  	
   

  	
   

  
	
  (3)

  	
  Beneficial
  Ownership of Securities:

  
	
   

  	
   

  	
   

  
	
   

  	
  Except
  as set forth below in this Item (3), the undersigned does not beneficially
  own any Securities.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Principal
  amount of Registrable Securities beneficially owned:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP/ISIN
  No(s). of such Registrable Securities:

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Principal
  amount of Securities other than Registrable Securities beneficially owned:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP/ISIN
  No(s). of such other Securities:

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Principal
  amount of Registrable Securities which the undersigned wishes to be included
  in the Shelf Registration Statement:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP/ISIN
  No(s). of such Registrable Securities to be included in the Shelf
  Registration Statement:

  
	
   

  	
   

  	
   

  
	
  (4)

  	
  Beneficial
  Ownership of Other Securities of the Company:

  



 


4

















 


	
   

  	
  Except
  as set forth below in this Item (4), the undersigned Selling Securityholder
  is not the beneficial or registered owner of any other securities of the
  Company, other than the Securities listed above in Item (3).

  
	
   

  	
   

  	
   

  
	
   

  	
  State
  any exceptions here:

  
	
   

  	
   

  	
   

  
	
  (5)

  	
  Relationships
  with the Company:

  
	
   

  	
   

  
	
   

  	
  Except
  as set forth below, neither the Selling Securityholder nor any of its
  affiliates, officers, directors or principal equity holders (5% or more) has
  held any position or office or has had any other material relationship with
  the Company (or its predecessors or affiliates) during the past three years.

  
	
   

  	
   

  	
   

  
	
   

  	
  State
  any exceptions here:

  
	
   

  	
   

  
	
  (6)

  	
  Plan
  of Distribution:

  
	
   

  	
   

  
	
   

  	
  Except
  as set forth below, the undersigned Selling Securityholder intends to
  distribute the Registrable Securities listed above in Item (3) only as
  follows (if at all):  Such Registrable
  Securities may be sold from time to time directly by the undersigned Selling
  Securityholder or, alternatively, through underwriters, broker-dealers or
  agents.  Such Registrable Securities
  may be sold in one or more transactions at fixed prices, at prevailing market
  prices at the time of sale, at varying prices determined at the time of sale,
  or at negotiated prices.  Such sales
  may be effected in transactions (which may involve crosses or block
  transactions) (i) on any national securities exchange or quotation
  service on which the Registered Securities may be listed or quoted at the
  time of sale, (ii) in the over-the-counter market, (iii) in
  transactions otherwise than on such exchanges or services or in the
  over-the-counter market, or (iv) through the writing of options.  In connection with sales of the Registrable
  Securities or otherwise, the Selling Securityholder may enter into hedging
  transactions with broker-dealers, which may in turn engage in short sales of
  the Registrable Securities in the course of hedging the positions they
  assume.  The Selling Securityholder may
  also sell Registrable Securities short and deliver Registrable Securities to
  close out such short positions, or loan or pledge Registrable Securities to
  broker-dealers that in turn may sell such securities.

  
	
   

  	
   

  
	
   

  	
  State
  any exceptions here:

  



 


By
signing below, the Selling Securityholder acknowledges that it understands its
obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.


 


In
the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.


 


5

















 


By
signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above
and the inclusion of such information in the Shelf Registration Statement and
related Prospectus.  The Selling
Securityholder understands that such information will be relied upon by the
Company in connection with the preparation of the Shelf Registration Statement
and related Prospectus.


 


In
accordance with the Selling Securityholder’s obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect.  All notices
hereunder and pursuant to the Exchange and Registration Rights Agreement shall
be made in writing, by hand-delivery, first-class mail, or air courier
guaranteeing overnight delivery as follows:


 


	
  (i)

  	
  To
  the Company:

  	
  Huntsman
  International LLC

  
	
   

  	
   

  	
  500
  Huntsman Way

  
	
   

  	
   

  	
  Salt
  Lake City, Utah 84108

  
	
   

  	
   

  	
  Attention:
  General Counsel

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
  With
  a copy to:

  	
  Vinson &
  Elkins L.L.P.

  
	
   

  	
   

  	
  2300
  First City Tower

  
	
   

  	
   

  	
  1001
  Fannin

  
	
   

  	
   

  	
  Houston,
  TX 77002

  
	
   

  	
   

  	
  Attention:
  David Stone

  



 


Once
this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company’s counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above).  This Notice and Questionnaire shall be
governed in all respects by the laws of the State of New York.


 


IN
WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by
its duly authorized agent.


 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
  Selling
  Securityholder

  
	
   

  	
  (Print/type
  full legal name of beneficial owner of Registrable Securities)

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 


6

















 


PLEASE
RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR
BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY’S
COUNSEL AT:


 


Huntsman International LLC


500 Huntsman Way


Salt Lake City, Utah  84108


 


7

















 


Exhibit B


 


NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


 


[        ]


Huntsman
International LLC


[c/o       ]


[                                ]


[                                ]


Attention:  Huntsman Administrator


 


Re:          Huntsman International LLC
(the “Company”)

8 5/8% Senior Subordinated Notes
due 2021


 


Dear
Sirs:


 


Please
be advised that [      ] has transferred
$                    
aggregate principal amount of the above-referenced Securities pursuant to an
effective Registration Statement on Form [      ]
(File No. 333-           ) filed by the Company.


 


We
hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the
above-named beneficial owner of the Securities is named as a “Selling Holder”
in the Prospectus dated [date] or in
supplements thereto, and that the aggregate principal amount of the Securities
transferred are the Securities listed in such Prospectus opposite such owner’s
name.


 


Dated:


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  (Authorized
  Signature)