Exhibit 4.31


 




 





AMENDED AND
RESTATED INDENTURE


Dated as of
June 14, 2002


 


Among


 


HUNTSMAN
CORPORATION, as Issuer,


 


each of the
Guarantors named herein


 


and


 


WILMINGTON
TRUST COMPANY, as Trustee


 


 


$275,000,000


 


9-1/2% Senior
Subordinated Notes due 2007


 


$125,000,000


 


Senior
Subordinated Floating Rate Notes due 2007




 





 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE I

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS, INCORPORATION BY REFERENCE AND EFFECTIVENESS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  1.01

  	
  Definitions.

  	
   

  
	
   

  	
  SECTION
  1.02

  	
  Incorporation
  by Reference of TIA.

  	
   

  
	
   

  	
  SECTION
  1.03

  	
  Rules
  of Construction.

  	
   

  
	
   

  	
  SECTION
  1.04

  	
  Effectiveness.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  	
   

  
	
  THE NOTES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  2.01

  	
  Form
  and Dating.

  	
   

  
	
   

  	
  SECTION
  2.02

  	
  Execution
  and Authentication; Aggregate Principal Amount.

  	
   

  
	
   

  	
  SECTION
  2.03

  	
  Registrar
  and Paying Agent.

  	
   

  
	
   

  	
  SECTION
  2.04

  	
  Paying
  Agent To Hold Assets in Trust.

  	
   

  
	
   

  	
  SECTION
  2.05

  	
  Holder
  Lists.

  	
   

  
	
   

  	
  SECTION
  2.06

  	
  Transfer
  and Exchange.

  	
   

  
	
   

  	
  SECTION
  2.07

  	
  Replacement
  Notes.

  	
   

  
	
   

  	
  SECTION
  2.08

  	
  Outstanding
  Notes.

  	
   

  
	
   

  	
  SECTION
  2.09

  	
  Treasury
  Notes.

  	
   

  
	
   

  	
  SECTION
  2.10

  	
  Intentionally
  omitted

  	
   

  
	
   

  	
  SECTION
  2.11

  	
  Cancellation.

  	
   

  
	
   

  	
  SECTION
  2.12

  	
  Defaulted
  Interest.

  	
   

  
	
   

  	
  SECTION
  2.13

  	
  CUSIP
  Numbers.

  	
   

  
	
   

  	
  SECTION
  2.14

  	
  Deposit
  of Moneys.

  	
   

  
	
   

  	
  SECTION
  2.15

  	
  Book-Entry
  Provisions for Global Notes.

  	
   

  
	
   

  	
  SECTION
  2.16

  	
  Special
  Transfer Provisions.

  	
   

  
	
   

  	
  SECTION
  2.17

  	
  Interest
  Payments.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  	
   

  
	
  REDEMPTION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  3.01

  	
  Notices
  to Trustee.

  	
   

  
	
   

  	
  SECTION
  3.02

  	
  Selection
  of Notes To Be Redeemed.

  	
   

  
	
   

  	
  SECTION
  3.03

  	
  Notice
  of Redemption.

  	
   

  
	
   

  	
  SECTION
  3.04

  	
  Effect
  of Notice of Redemption.

  	
   

  
	
   

  	
  SECTION
  3.05

  	
  Deposit
  of Redemption Price.

  	
   

  
	
   

  	
  SECTION
  3.06

  	
  Notes
  Redeemed in Part.

  	
   

  



 


ii

















 


	
  ARTICLE IV

  	
   

  
	
   

  	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  4.01

  	
  Payment
  of Notes.

  	
   

  
	
   

  	
  SECTION
  4.02

  	
  Maintenance
  of Office or Agency.

  	
   

  
	
   

  	
  SECTION
  4.03

  	
  Intentionally
  omitted.

  	
   

  
	
   

  	
  SECTION
  4.04

  	
  Intentionally
  omitted.

  	
   

  
	
   

  	
  SECTION
  4.05

  	
  Intentionally
  omitted.

  	
   

  
	
   

  	
  SECTION
  4.06

  	
  Intentionally
  omitted.

  	
   

  
	
   

  	
  SECTION
  4.07

  	
  Compliance
  Certificate; Notice of Default.

  	
   

  
	
   

  	
  SECTION
  4.08

  	
  Intentionally
  omitted.

  	
   

  
	
   

  	
  SECTION
  4.09

  	
  Reports
  to Holders.

  	
   

  
	
   

  	
  SECTION
  4.10

  	
  Intentionally
  omitted.

  	
   

  
	
   

  	
  SECTION
  4.11

  	
  Intentionally
  omitted.

  	
   

  
	
   

  	
  SECTION
  4.12

  	
  Intentionally
  omitted.

  	
   

  
	
   

  	
  SECTION
  4.13

  	
  Intentionally
  omitted.

  	
   

  
	
   

  	
  SECTION
  4.14

  	
  Change
  of Control.

  	
   

  
	
   

  	
  SECTION
  4.15

  	
  Limitation
  on Asset Sales.

  	
   

  
	
   

  	
  SECTION
  4.16

  	
  Prohibition
  on Incurrence of Senior Subordinated Debt.

  	
   

  
	
   

  	
  SECTION
  4.17

  	
  Intentionally
  omitted.

  	
   

  
	
   

  	
  SECTION
  4.18

  	
  Intentionally
  omitted.

  	
   

  
	
   

  	
  SECTION
  4.19

  	
  Intentionally
  omitted.

  	
   

  
	
   

  	
  SECTION
  4.20

  	
  Intentionally
  omitted.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  	
   

  
	
  SUCCESSOR CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  5.01

  	
  Intentionally
  omitted.

  	
   

  
	
   

  	
  SECTION
  5.02

  	
  Intentionally
  omitted.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFAULT AND REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  6.01

  	
  Events
  of Default.

  	
   

  
	
   

  	
  SECTION
  6.02

  	
  Acceleration.

  	
   

  
	
   

  	
  SECTION
  6.03

  	
  Other
  Remedies.

  	
   

  
	
   

  	
  SECTION
  6.04

  	
  Waiver
  of Past Defaults.

  	
   

  
	
   

  	
  SECTION
  6.05

  	
  Control
  by Majority.

  	
   

  
	
   

  	
  SECTION
  6.06

  	
  Limitation
  on Suits.

  	
   

  
	
   

  	
  SECTION
  6.07

  	
  Rights
  of Holders To Receive Payment.

  	
   

  
	
   

  	
  SECTION
  6.08

  	
  Collection
  Suit by Trustee.

  	
   

  
	
   

  	
  SECTION
  6.09

  	
  Trustee
  May File Proofs of Claim.

  	
   

  
	
   

  	
  SECTION
  6.10

  	
  Priorities.

  	
   

  
	
   

  	
  SECTION
  6.11

  	
  Undertaking
  for Costs.

  	
   

  



 


iii

















 


	
  ARTICLE VII

  	
   

  
	
   

  	
   

  	
   

  
	
  TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  7.01

  	
  Duties
  of Trustee.

  	
   

  
	
   

  	
  SECTION
  7.02

  	
  Rights
  of Trustee.

  	
   

  
	
   

  	
  SECTION
  7.03

  	
  Individual
  Rights of Trustee.

  	
   

  
	
   

  	
  SECTION
  7.04

  	
  Trustee’s
  Disclaimer.

  	
   

  
	
   

  	
  SECTION
  7.05

  	
  Notice
  of Default.

  	
   

  
	
   

  	
  SECTION
  7.06

  	
  Reports
  by Trustee to Holders.

  	
   

  
	
   

  	
  SECTION
  7.07

  	
  Compensation
  and Indemnity.

  	
   

  
	
   

  	
  SECTION
  7.08

  	
  Replacement
  of Trustee.

  	
   

  
	
   

  	
  SECTION
  7.09

  	
  Successor
  Trustee by Merger, Etc.

  	
   

  
	
   

  	
  SECTION
  7.10

  	
  Eligibility;
  Disqualification.

  	
   

  
	
   

  	
  SECTION
  7.11

  	
  Preferential
  Collection of Claims Against the Company.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  	
   

  
	
  DISCHARGE OF INDENTURE; DEFEASANCE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  8.01

  	
  Termination
  of the Company’s Obligations.

  	
   

  
	
   

  	
  SECTION
  8.02

  	
  Acknowledgment
  of Discharge by Trustee.

  	
   

  
	
   

  	
  SECTION
  8.03

  	
  Application
  of Trust Money.

  	
   

  
	
   

  	
  SECTION
  8.04

  	
  Repayment
  to the Company.

  	
   

  
	
   

  	
  SECTION
  8.05

  	
  Reinstatement.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
   

  	
   

  	
   

  
	
  AMENDMENTS, SUPPLEMENTS AND WAIVERS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.01

  	
  Without
  Consent of Holders.

  	
   

  
	
   

  	
  SECTION
  9.02

  	
  With
  Consent of Holders.

  	
   

  
	
   

  	
  SECTION
  9.03

  	
  Compliance
  with TIA.

  	
   

  
	
   

  	
  SECTION
  9.04

  	
  Revocation
  and Effect of Consents.

  	
   

  
	
   

  	
  SECTION
  9.05

  	
  Notation
  on or Exchange of Notes.

  	
   

  
	
   

  	
  SECTION
  9.06

  	
  Trustee
  To Sign Amendments, Etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBORDINATION OF NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  10.01

  	
  Notes
  Subordinated to Senior Debt.

  	
   

  
	
   

  	
  SECTION
  10.02

  	
  Suspension
  of Payment When Senior Debt Is in Default.

  	
   

  
	
   

  	
  SECTION
  10.03

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

  	
   

  
	
   

  	
  SECTION
  10.04

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

  	
   

  
	
   

  	
  SECTION
  10.05

  	
  Obligations
  of the Company Unconditional.

  	
   

  



 


iv

















 


	
   

  	
  SECTION
  10.06

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

  	
   

  
	
   

  	
  SECTION
  10.07

  	
  Application
  by Trustee of Assets Deposited with It.

  	
   

  
	
   

  	
  SECTION
  10.08

  	
  No
  Waiver of Subordination Provisions.

  	
   

  
	
   

  	
  SECTION
  10.09

  	
  Holders
  Authorize Trustee To Effectuate Subordination of Notes.

  	
   

  
	
   

  	
  SECTION
  10.10

  	
  Right
  of Trustee To Hold Senior Debt.

  	
   

  
	
   

  	
  SECTION
  10.11

  	
  No
  Suspension of Remedies.

  	
   

  
	
   

  	
  SECTION
  10.12

  	
  No
  Fiduciary Duty of Trustee to Holders of Senior Debt.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTEE OF NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  11.01

  	
  Unconditional
  Guarantee.

  	
   

  
	
   

  	
  SECTION
  11.02

  	
  Limitations
  on Guarantees.

  	
   

  
	
   

  	
  SECTION
  11.03

  	
  Execution
  and Delivery of Guarantee.

  	
   

  
	
   

  	
  SECTION
  11.04

  	
  Release
  of a Guarantor.

  	
   

  
	
   

  	
  SECTION
  11.05

  	
  Waiver
  of Subrogation.

  	
   

  
	
   

  	
  SECTION
  11.06

  	
  Immediate
  Payment.

  	
   

  
	
   

  	
  SECTION
  11.07

  	
  No
  Set-Off.

  	
   

  
	
   

  	
  SECTION
  11.08

  	
  Obligations
  Absolute.

  	
   

  
	
   

  	
  SECTION
  11.09

  	
  Obligations
  Continuing.

  	
   

  
	
   

  	
  SECTION
  11.10

  	
  Obligations
  Not Reduced.

  	
   

  
	
   

  	
  SECTION
  11.11

  	
  Obligations
  Reinstated.

  	
   

  
	
   

  	
  SECTION
  11.12

  	
  Obligations
  Not Affected.

  	
   

  
	
   

  	
  SECTION
  11.13

  	
  Waiver.

  	
   

  
	
   

  	
  SECTION
  11.14

  	
  No
  Obligation To Take Action Against the Company.

  	
   

  
	
   

  	
  SECTION
  11.15

  	
  Dealing
  with the Company and Others.

  	
   

  
	
   

  	
  SECTION
  11.16

  	
  Default
  and Enforcement.

  	
   

  
	
   

  	
  SECTION
  11.17

  	
  Amendment,
  Etc.

  	
   

  
	
   

  	
  SECTION
  11.18

  	
  Acknowledgment.

  	
   

  
	
   

  	
  SECTION
  11.19

  	
  Costs
  and Expenses.

  	
   

  
	
   

  	
  SECTION
  11.20

  	
  No
  Merger or Waiver; Cumulative Remedies.

  	
   

  
	
   

  	
  SECTION
  11.21

  	
  Survival
  of Obligations.

  	
   

  
	
   

  	
  SECTION
  11.22

  	
  Guarantee
  in Addition to Other Obligations.

  	
   

  
	
   

  	
  SECTION
  11.23

  	
  Severability.

  	
   

  
	
   

  	
  SECTION
  11.24

  	
  Successors
  and Assigns.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBORDINATION OF GUARANTEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  12.01

  	
  Guarantee
  Obligations Subordinated to Guarantor Senior Debt.

  	
   

  
	
   

  	
  SECTION
  12.02

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

  	
   

  



 


v

















 


	
   

  	
  SECTION
  12.03

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

  	
   

  
	
   

  	
  SECTION
  12.04

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

  	
   

  
	
   

  	
  SECTION
  12.05

  	
  Obligations
  of the Guarantors Unconditional.

  	
   

  
	
   

  	
  SECTION
  12.06

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

  	
   

  
	
   

  	
  SECTION
  12.07

  	
  Application
  by Trustee of Assets Deposited with It.

  	
   

  
	
   

  	
  SECTION
  12.08

  	
  No
  Waiver of Subordination Provisions.

  	
   

  
	
   

  	
  SECTION
  12.09

  	
  Holders
  Authorize Trustee To Effectuate Subordination of Guarantee Obligations.

  	
   

  
	
   

  	
  SECTION
  12.10

  	
  Right
  of Trustee To Hold Guarantor Senior Indebtedness.

  	
   

  
	
   

  	
  SECTION
  12.11

  	
  No
  Suspension of Remedies.

  	
   

  
	
   

  	
  SECTION
  12.12

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

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  
	
   

  	
   

  	
   

  
	
  A 
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  13.01

  	
  TIA
  Controls.

  	
   

  
	
   

  	
  SECTION
  13.02

  	
  Notices.

  	
   

  
	
   

  	
  SECTION
  13.03

  	
  Communications
  by Holders with Other Holders.

  	
   

  
	
   

  	
  SECTION
  13.04

  	
  Certificate
  and Opinion as to Conditions Precedent.

  	
   

  
	
   

  	
  SECTION
  13.05

  	
  Statements
  Required in Certificate or Opinion.

  	
   

  
	
   

  	
  SECTION
  13.06

  	
  Rules
  by Trustee, Paying Agent, Registrar.

  	
   

  
	
   

  	
  SECTION
  13.07

  	
  Legal
  Holidays.

  	
   

  
	
   

  	
  SECTION
  13.08

  	
  Governing
  Law.

  	
   

  
	
   

  	
  SECTION
  13.09

  	
  No
  Adverse Interpretation of Other Agreements.

  	
   

  
	
   

  	
  SECTION
  13.10

  	
  No
  Recourse Against Others.

  	
   

  
	
   

  	
  SECTION
  13.11

  	
  Successors.

  	
   

  
	
   

  	
  SECTION
  13.12

  	
  Duplicate
  Originals.

  	
   

  
	
   

  	
  SECTION
  13.13

  	
  Severability.

  	
   

  
	
   

  	
  SECTION
  13.14

  	
  Independence
  of Covenants.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit
  A

  	
  -

  	
  Form
  of Fixed Rate Note

  	
   

  
	
  Exhibit
  B

  	
  -

  	
  Form
  of Floating Rate Note

  	
   

  
	
  Exhibit
  C

  	
  -

  	
  Form
  of Legend for Global Notes

  	
   

  
	
  Exhibit
  D

  	
  -

  	
  Form of Certificate To Be Delivered in
  Connection with Transfers to Non-QIB Accredited Investors

  	
   

  
	
  Exhibit
  E

  	
  -

  	
  Form of Certificate To Be Delivered in
  Connection with Transfers Pursuant to Regulation S

  	
   

  
	
  Exhibit
  F

  	
  -

  	
  Form
  of Guarantee

  	
   

  
					



 


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


 


vi

















 


AMENDED AND RESTATED INDENTURE, dated as of June 14, 2002, among
HUNTSMAN CORPORATION, a Utah corporation (the “Company”), each of the
Guarantors named herein, as guarantors, and Wilmington Trust Company, as
successor trustee (the “Trustee”).


 


WHEREAS, the Company, each of the Guarantors and the Trustee are
parties to the Indenture, dated as of July 10, 1997 (the “Original Indenture”).


 


WHEREAS, the parties to the Original Indenture desire to amend and
restate the Original Indenture.


 


IN WITNESS WHEREOF, each party hereto agrees as follows for the benefit
of the other parties and for the equal and ratable benefit of the Holders of
the Company’s Notes:


 


ARTICLE I


 


DEFINITIONS,
INCORPORATION BY REFERENCE AND EFFECTIVENESS


 


SECTION
1.01               Definitions.


 


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


 


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


 


“Agent” means any Registrar, Paying Agent, co-Registrar or Calculation
Agent.


 


“Asset Sale” means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary
course of business), assignment or other transfer for value by the Company or
any of its Restricted Subsidiaries (including any Sale and Leaseback
Transaction) to any Person other than the Company or a Restricted Subsidiary of
the Company of (a) any Capital Stock of any Restricted Subsidiary of the
Company; or (b) any other property or assets of the Company or any Restricted
Subsidiary of the Company other than in the ordinary course of business; provided,
however, that Asset Sales shall not include (i) a transaction or series
of related transactions for which the Company or its Restricted Subsidiaries
receive aggregate consideration of less than $5 million, (ii) the sale by
Airstar Corporation of the aircraft and related assets owned by it as of the
date hereof, (iii) sales of accounts receivable and related assets (including
contract rights) of the type specified in the definition of “Qualified
Securitization Transaction” to a Securitization Entity for the fair market
value thereof, (iv) sales or grants of licenses to use the Company’s or any
Restricted Subsidiary’s patents, trade secrets, know-how and technology to the
extent that such license does not prohibit the licensor from using the patent,
trade secret, know-how or technology licensed in North America or require the
licensor to pay any fees for any such use, (v) the sale, lease, conveyance,
disposition or other


 

















 


transfer (A) of all or
substantially all of the assets of the Company 
as permitted under Section 5.01 of the Original Indenture (it being
understood that, for purposes of this definition only, the Original Indenture
is deemed to be in full force and effect without giving effect to this Amended
and Restated Indenture), (B) of any Capital Stock or other ownership interest
in or assets or property of an Unrestricted Subsidiary or a Person which is not
a Subsidiary, (C) pursuant to any foreclosure of assets or other remedy
provided by applicable law to a creditor of the Company or any Subsidiary of
the Company with a Lien on such assets, which Lien is permitted under the
Indenture; provided that such foreclosure or other remedy is conducted in a
commercially reasonable manner or in accordance with any bankruptcy law, (D)
involving only Cash Equivalents or inventory in the ordinary course of business
or obsolete equipment in the ordinary course of business consistent with past
practices of the Company or (E) including only the lease or sublease of any
real or personal property in the ordinary course of business, (vi) the
consummation of any transaction in accordance with the terms of Section 4.03 of
the Original Indenture (it being understood that, for purposes of this
definition only, the Original Indenture is deemed to be in full force and effect
without giving effect to this Amended and Restated Indenture), and (vii)
Permitted Investments.


 


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


 


“Board of “Directors” means, as to any Person, the board of directors
of such Person or any duly authorized committee thereof.


 


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


 


“Business Day” means a day that is not a Legal Holiday.


 


“Calculation Agent” means the Person appointed by the Company to
calculate the interest rate on the Floating Rate Notes.  The Calculation Agent shall initially be the
Trustee.


 


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


 


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


 


“Cash Equivalents” means (i) a marketable obligation, maturing within
two years after issuance thereof, issued or guaranteed by the United States of
America or an instrumentality or agency thereof, (ii) a certificate of deposit
or banker’s acceptance, maturing within one year


 


2

















 


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


 


“Change of Control” means (i) prior to the initial public equity
offering of the Company, the failure by Mr. Jon M. Huntsman, his spouse, direct
descendants, an entity controlled by any of the foregoing and/or by a trust of
the type described hereafter, and/or a trust for the benefit of any of the
foregoing (the “Huntsman Group”), collectively to own and control at least 51%
of the outstanding voting capital stock of the Company or (ii) after the
initial public equity offering, the occurrence of the following: (x) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), other than one or more members of the Huntsman Group, is or
becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a person shall be deemed to have “beneficial
ownership” of all securities that such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of 35% or more of the then outstanding voting capital
stock of the Company other than in a transaction having the approval of the
board of directors of the Company at least a majority of which members are
Continuing Directors; or (y) Continuing Directors shall cease to constitute at
least a majority of the board of directors of the Company.


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


“Continuing Directors” means, as of any date, the collective reference
to (i) all members of the board of directors of the Company who have held
office continuously since a date no later than twelve months prior to the
Company’s initial public equity offering, and (ii) all members of the board of
directors of the Company who assumed office after such date and whose
appointment or nomination for election by the Company’s shareholders was
approved by a vote of at least 50% of the Continuing Directors in office
immediately prior to such appointment or nomination.


 


“Credit Agreement” means the Amended and Restated Credit Agreement,
dated as of January 29, 1996 and amended and restated as of February 23, 1996
among the Company, the lenders party thereto in their capacities as lenders
thereunder and Bankers Trust Company, as agent, together with the related
documents thereto (including, without limitation, any guarantee agreements and
security documents), in each case as such agreements may be amended (including
any amendment and restatement thereof), supplemented or otherwise modified from
time to time, including any agreement extending the maturity of, refinancing,
replacing (whether or not contemporaneously) or otherwise restructuring
(including increasing the amount of available borrowings thereunder or adding
Restricted Subsidiaries of the Company as additional borrowers or guarantors
thereunder) all or any portion of the Indebtedness under such agreement or any
successor or replacement agreement and whether by the same or any other agent,
lender or group of lenders.  For avoidance of doubt, Credit Agreement
includes this Indenture and the Notes issued hereunder.


 


“Credit Facilities” means the Credit Agreement and Term Loan Agreement.


 


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


 


4

















 


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


 


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


 


“Depository” means, with respect to the Notes issued in the form of one
or more Global Notes, The Depository Trust Company or another Person designated
as depository by the Company, which must be a clearing agency registered under
the Exchange Act.


 


“Designated Senior Debt” means (i) Senior Debt under or in respect of
the Credit Facilities other than (a) the Notes and any other Indebtedness which
is not Senior Debt and (b) any Senior Debt that provides that it is not
Designated Senior Debt and (ii) any other Indebtedness constituting Senior Debt
which, at the time of determination, has an aggregate principal amount of at
least $100,000,000 and is specifically designated in the instrument evidencing
such Senior Debt as “Designated Senior Debt” by the Company.


 


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


 


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


 


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


 


“Ethylene Joint Venture” means a joint venture  or similar arrangement to construct an
ethylene facility adjacent to the Company’s Port Arthur, Texas facility.


 


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


 


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


 


“fair market value” means, with respect to any asset or property, the
price which could be negotiated in an arm’s-length, free market transaction,
for cash, between a willing seller and a willing and able buyer, neither of
whom is under undue pressure or compulsion to complete the transaction.  Fair market value shall be determined by the
Board of Directors of the


 


5

















 


Company acting reasonably and
in good faith and shall be evidenced by a Board Resolution of the Board of
Directors of the Company delivered to the Trustee.


 


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


 


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


 


“Global Notes” means one or more IAI Global Notes, Regulation S Global
Notes and 144A Global Notes.


 


“Guarantees” means the guarantees of the Notes of the Company by the
Guarantors.


 


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


 


“Guarantor Senior Debt” means with respect to any Guarantor, (i) the
principal of, premium, if any, and interest (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for
in the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law) on any Indebtedness of a Guarantor, whether
outstanding on the Issue Date or thereafter created, incurred or assumed,
unless, in the case of any particular Indebtedness, the instrument creating or
evidencing the same or pursuant to which the same is outstanding expressly
provides that such Indebtedness shall not be senior in right of payment to the
Guarantee of such Guarantor. Without limiting the generality of the foregoing,
“Guarantor Senior Debt” shall also include the principal of, premium, if any,
interest (including any interest accruing subsequent to the filing of a
petition of bankruptcy at the rate provided for in the documentation with
respect thereto, whether or not such interest is an allowed claim under
applicable law) on, and all other amounts owing in respect of, (w) all monetary
obligations of every nature of a Guarantor in respect of the Credit Facilities,
including, without limitation, obligations to pay principal and interest,
reimbursement obligations under letters of credit, fees, expenses and
indemnities, (x) all monetary obligations of every nature of a Guarantor
evidenced by a promissory note and which is, directly or indirectly, pledged as
security for the obligations of the Company under the Credit Facilities, (y)
all Interest Swap Obligations and (z) all obligations under Currency
Agreements, in each case whether outstanding on the Issue Date or thereafter
incurred. Notwithstanding the foregoing, “Guarantor Senior Debt” shall not
include (i) any Indebtedness of such Guarantor to a Restricted Subsidiary of such
Guarantor or any Affiliate of such Guarantor or any of such Affiliate’s
Subsidiaries other than as


 


6

















 


described in clause (x), (ii)
Indebtedness to, or guaranteed on behalf of, any shareholder, director, officer
or employee of such Guarantor or any Restricted Subsidiary of such Guarantor
(including, without limitation, amounts owed for compensation), (iii)
Indebtedness to trade creditors and other amounts incurred in connection with
obtaining goods, materials or services, (iv) Indebtedness represented by
Disqualified Capital Stock, (v) any liability for federal, state, local or
other taxes owed or owing by such Guarantor, (vi) Indebtedness which, when
incurred and without respect to any election under Section 1111(b) of Title 11,
United States Code, is without recourse to the Company, and (vii) any
Indebtedness which is, by its express terms, subordinated in right of payment
to any other Indebtedness of such Guarantor.


 


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


 


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


 


“IAI Global Note” means a permanent global note in registered form
representing the aggregate principal amount of Notes sold to Institutional
Accredited Investors.


 


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


 


7

















 


“Indebtedness” shall not include unsecured indebtedness of the Company
and/or its Restricted Subsidiaries incurred to finance insurance premiums in a
principal amount not in excess of the insurance premiums to be paid by the
Company and/or its Restricted Subsidiaries for a three year period beginning on
the date of any incurrence of such indebtedness.


 


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


 


“Institutional Accredited Investor” has the meaning assigned to the
term “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act.


 


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


 


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


 


“Investment” means, with respect to any Person, any direct or indirect
loan or other extension of credit (including, without limitation, a guarantee)
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others), or any purchase or acquisition by such Person of any Capital Stock,
bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any Person.  “Investment”
shall exclude extensions of trade credit by the Company and its Restricted
Subsidiaries on commercially reasonable terms in accordance with normal trade
practices of the Company or such Restricted Subsidiary, as the case may be.


 


“Issue Date” means the date of original issuance of the Notes.


 


“Legal Holiday” has the meaning provided in Section 13.07.


 


“Lien” means any lien, mortgage, deed of trust, pledge, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).


 


“Maturity Date” means July 1, 2007.


 


“Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds
in the form of cash or Cash Equivalents including payments in respect of
deferred payment obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest) received by the Company or any of its Restricted Subsidiaries from
such Asset Sale net of (a) all out-of-pocket expenses and fees relating to such
Asset Sale (including, without limitation, legal, accounting and investment
banking fees and sales commissions), (b) taxes paid or payable after taking
into account any reduction in


 


8

















 


consolidated tax liability due
to available tax credits or deductions and any tax sharing arrangements, (c)
repayment of Indebtedness that is required to be repaid in connection with such
Asset Sale (d) the decrease in proceeds from Qualified Securitization
Transactions which results from such Asset Sale and (e) appropriate amounts to
be provided by the Company or any Restricted Subsidiary, as the case may be, as
a reserve, in accordance with GAAP, against any liabilities associated with
such Asset Sale and retained by the Company or any Restricted Subsidiary, as
the case may be, after such Asset Sale, including, without limitation, pension
and other post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations
associated with such Asset Sale.


 


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


 


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


 


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


 


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


 


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


 


“Notes” means, the 9 1⁄2% Senior Subordinated Notes due 2007 and Senior
Subordinated Floating Rate Notes due 2007, issued under this Indenture.


 


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


 


“Officer” means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, any Vice President, the Chief
Financial Officer, the Treasurer, the Controller, or the Secretary of such
Person, or any other officer designated by the Board of Directors serving in a
similar capacity.


 


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


 


“144A Global Note” means a permanent global note in registered form
representing the aggregate principal amount of Notes sold in reliance on Rule
144A under the Securities Act.


 


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


 


“Original Indenture” has the meaning set forth in the recitals to this
Indenture.


 


“Participant” has the meaning provided in Section 2.15.


 


9

















 


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


 


“Permitted Investments” means (i) Investments by the Company or any
Restricted Subsidiary of the Company in any Person that is or will become
immediately after such Investment a Restricted Subsidiary of the Company or
that will merge or consolidate into the Company or a Restricted Subsidiary of
the Company, (ii) Investments in the Company by any Restricted Subsidiary of
the Company; provided that any Indebtedness evidencing such Investment
is unsecured and subordinated (other than pursuant to intercompany notes
pledged under the Credit Facilities), pursuant to a written agreement, to the
Company’s obligations under the Notes and this Indenture; (iii) investments in
cash and Cash Equivalents; (iv) loans and advances to employees and officers of
the Company and its Restricted Subsidiaries in the ordinary course of business
for travel, relocation and related expenses; (v) Currency Agreements and
Interest Swap Obligations entered into in the ordinary course of the Company’s
or its Restricted Subsidiaries’ businesses and otherwise in compliance with
this Indenture; (vi) Investments in Unrestricted Subsidiaries or joint ventures
not to exceed $100 million, plus (A) the aggregate net after-tax amount returned
in cash subsequent to July 10, 1997 on or with respect to any Investments made
in Unrestricted Subsidiaries and joint ventures whether through interest
payments, principal payments, dividends or other distributions or payments, (B)
the net after-tax cash proceeds received by the Company or any Restricted
Subsidiary subsequent to July 10, 1997 from the disposition of all or any
portion of such Investments (other than to a Subsidiary of the Company), (C)
upon redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary,
the fair market value of such Subsidiary and (D) the net cash proceeds received
by the Company subsequent to July 10, 1997 from the issuance of Specified
Venture Capital Stock; (vii) Investments in securities received pursuant to any
plan of reorganization or similar arrangement upon the bankruptcy or insolvency
of any debtors of the Company or its Restricted Subsidiaries; (viii)
Investments made by the Company or its Restricted Subsidiaries as a result of
consideration received in connection with an Asset Sale made in compliance with
Section 4.15; (ix) Investments existing on the Issue Date; (x) any
Investment by the Company or a Wholly Owned Subsidiary of the Company in a
Securitization Entity or any Investment by a Securitization Entity in any other
Person in connection with a Qualified Securitization Transaction; provided
that any Investment in a Securitization Entity is in the form of a Purchase
Money Note or an equity interest; (xi) Investments not to exceed $70 million at
any one time in an Ethylene Joint Venture; and (xii) additional Investments in
an aggregate amount not exceeding $25 million at any one time outstanding.


 


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


 


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


 


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


 


10

















 


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


 


“Private Placement Legend” means the legend initially set forth on the
Notes in the form set forth on Exhibit A and Exhibit B.


 


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


 


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


 


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


 


“Record Date” has the meaning provided in Section 2.05.


 


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


 


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


 


“Registrar” has the meaning provided in Section 2.03.


 


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


 


“Regulation S Global Note” means a permanent global note in registered
form representing the aggregate principal amount of Notes sold in reliance on
Regulation S under the Securities Act.


 


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


 


“Representative” means the indenture trustee or other trustee, agent or
representative in respect of any Designated Senior Debt; provided that if, and
for so long as, any Designated Senior Debt lacks such a representative, then
the Representative for  such Designated


 


11

















 


Senior Debt shall at all times
constitute the holders of a majority in outstanding principal amount of such
Designated Senior Debt in respect of any Designated Senior Debt.


 


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


 


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


 


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


 


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


 


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


 


12

















 


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


 


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


 


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


 


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


 


“Term Loan Agreement” means the Term Loan Agreements, dated as of
October 23, 1996 and as amended, among the Company, the lenders party thereto
in their capacities as lenders thereunder and Bankers Trust Company, as agent,
together with the related documents thereto (including, without limitation, any
guarantee agreements and security documents), in


 


13

















 


each case as such agreements
may be amended (including any amendment and restatement thereof), supplemented
or otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing (whether or not contemporaneously) or
otherwise restructuring (including increasing the amount of available
borrowings thereunder or adding Restricted Subsidiaries of the Company as
additional borrowers or guarantors thereunder) all or any portion of the
Indebtedness under such agreement or any successor or replacement agreement and
whether by the same or any other agent, lender or group of lenders.


 


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


 


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


 


“Trust Officer” means any officer or assistant officer of the Trustee
assigned by the Trustee to administer its corporate trust matters or, in the
case of a successor trustee, an officer assigned to the department, division or
group performing the corporate trust work of such successor.


 


“Unrestricted Subsidiary” of any Person means (i) any Subsidiary of
such Person that at the time of determination shall be or continue to be
designated an Unrestricted Subsidiary in the manner provided below, (ii) any
Subsidiary of an Unrestricted Subsidiary and (iii) until such time as they
shall be designated as a Restricted Subsidiary in the manner provided below,
Huntsman Specialty, Huntsman Verwaltungs GmbH, Huntsman International Trading
Deutschland GmbH, Huntsman Splitter Corporation, Huntsman Distribution
Corporation, Huntsman Australia Holdings Corporation, Huntsman Australia
Surfactants Technology Corporation, and Huntsman Compounding Company, LC. The
Board of Directors may designate any Subsidiary (including any newly acquired
or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such
Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property
of, the Company or any other Subsidiary of the Company that is not a Subsidiary
of the Subsidiary to be so designated. 
The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary at any time.  Any
such designation by the Board of Directors shall be evidenced to the Trustee by
promptly filing with the Trustee a copy of the Board Resolution giving effect
to such designation and an officers’ certificate certifying that such
designation complied with the foregoing provisions.


 


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


 


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


 


14

















 


“Wholly Owned Subsidiary” of any Person means any Subsidiary of such
Person of which all the outstanding voting securities (other than in the case
of a foreign Subsidiary, directors’ qualifying shares or an immaterial amount of
shares owned by other Persons) are owned by such Person or any Wholly Owned
Subsidiary of such Person; provided, however, Huntsman
Petrochemical Corporation and its direct and indirect Wholly Owned Subsidiaries
shall be deemed to Wholly Owned Subsidiaries so long as the Company shall own,
directly or indirectly, at least 80% of its outstanding Common Stock.


 


SECTION
1.02               Incorporation by Reference of
TIA.


 


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


 


“Commission” means the SEC.


 


“indenture securities” means the Notes.


 


“indenture security holder” means a Holder or a Noteholder.


 


“indenture to be qualified” means this Indenture.


 


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


 


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


 


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


 


SECTION
1.03               Rules of Construction.


 


Unless the context otherwise requires:


 


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


 


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


 


(3)           “or”
is not exclusive;


 


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


 


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


 


15

















 


SECTION
1.04               Effectiveness.


 


(a)           This Amended and Restated Indenture
is effective immediately upon its execution and delivery by each of the Company
and the Trustee; provided, however, that (i) to the extent not duplicative of
the provisions of this Amended and Restated Indenture, the Company shall
continue to comply with and be subject to the provisions of the Original
Indenture (as such provisions existed in the Original Indenture prior to the
effectiveness of this Amended and Restated Indenture) until the earlier of (x)
such time as the Company shall have entered into (1) an amendment to the Credit
Agreement or (2) a credit facility which replaces, in whole or in part, or
supplements, the Credit Agreement, in the case of either (1) or (2), on such
terms and conditions as shall be satisfactory to the Company in its sole
discretion, or (y) such time as the Company becomes the subject of a filing of
a voluntary or involuntary petition under the provisions of Title 11 of the
United States Code, as amended, and (ii) from and after the occurrence of any
event described in clause (x) or (y) of clause (i) above, the Company shall not
be required to comply with, and the Company shall not be subject to, the
provisions of the Original Indenture.


 


(b)           The Company shall provide notice to
the Trustee of the occurrence of any event described in clause (x) or (y) of
Section 1.04(a)(i) hereof; provided, however, that the failure of the Company
to provide any such notice shall not (i) affect the application or operation of
the provisions of Section 1.04(a) or (ii) otherwise be deemed to result in the
Company being required to comply with, and being subject to, the provisions of
the Original Indenture.


 


ARTICLE II


 


THE NOTES


 


SECTION 2.01               Form and Dating.


 


The Fixed Rate Notes and the Trustee’s certificate of authentication
relating thereto shall be substantially in the form of Exhibit A hereto
and the Floating Rate Notes and the Trustee’s certificate of authentication
relating thereto shall be substantially in the form of Exhibit B
hereto.  The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage.  The Company shall approve the form of the Notes
and any notation, legend or endorsement thereon.  Each Note shall be dated the date of issuance and shall show the
date of its authentication.  Each Note
shall have an executed Guarantee from each of the Guarantors endorsed thereon
substantially in the form of Exhibit F hereto.


 


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


 


Notes offered and sold in reliance on Rule 144A, Notes offered and
sold to institutional “accredited investors” (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act) and Notes offered and sold in
reliance on Regulation S of the Securities Act shall be issued initially
in the form of one or more Global Notes, substantially in the form set forth in


 


16

















 


Exhibit A
or Exhibit B, deposited with the Trustee, as custodian for the
Depository, duly executed by the Company (and having an executed Guarantee from
each of the Guarantors endorsed thereon) and authenticated by the Trustee as
hereinafter provided and shall bear the legend set forth in Exhibit C.  The aggregate principal amount of the Global
Notes may from time to time be increased or decreased by adjustments made on
the records of the Trustee, as custodian for the Depository, as hereinafter
provided.


 


Notes issued in exchange for interests in a Global Note pursuant to
Section 2.16 may be issued in the form of permanent certificated Notes in
registered form in substantially the form set forth in Exhibit A or
Exhibit B (the “Physical Notes”).


 


SECTION
2.02               Execution and Authentication;
Aggregate Principal Amount.


 


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


 


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


 


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


 


The Trustee shall authenticate (i) Fixed Rate Notes for original
issue in an aggregate principal amount not to exceed $275,000,000 and (ii)
Floating Rate Notes for original issue in an aggregate principal amount not to
exceed $125,000,000, upon a written order of the Company in the form of an
Officers’ Certificate of the Company. 
Each such written order shall specify the amount of Notes to be
authenticated and the date on which the Notes are to be authenticated, whether
the Notes are to be Fixed Rate Notes or Floating Rate Notes, whether (subject
to Section 2.01) the Notes are to be issued as Physical Notes or Global
Notes and such other information as the Trustee may reasonably request.  The aggregate principal amount of Fixed Rate
Notes outstanding at any time may not exceed $275,000,000, and the aggregate
principal amount of Floating Rate Notes outstanding at any one time may not exceed
$125,000,000 except as provided in Sections 2.07 and 2.08.


 


Notwithstanding the foregoing, all Notes issued under this Indenture
shall vote and consent together on all matters (as to which any of such Notes
may vote or consent) as one class and no series of Notes will have the right to
vote or consent as a separate class on any matter.


 


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


 


17

















 


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


 


SECTION
2.03               Registrar and Paying Agent.


 


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


 


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


 


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


 


SECTION
2.04               Paying Agent To Hold Assets in
Trust.


 


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


 


SECTION
2.05               Holder Lists.


 


The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Holders and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the
Company shall furnish to the Trustee five (5) Business Days before each
Interest Payment Date and at such other times as the


 


18

















 


Trustee may request in writing
a list as of the applicable Record Date and in such form as the Trustee may
reasonably require of the names and addresses of the Holders, which list may be
conclusively relied upon by the Trustee.


 


SECTION
2.06               Transfer and Exchange.


 


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


 


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


 


SECTION
2.07               Replacement Notes.


 


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


 


19

















 


SECTION
2.08               Outstanding Notes.


 


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


 


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


 


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


 


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


 


SECTION
2.09               Treasury Notes.


 


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


 


SECTION
2.10               Intentionally omitted


 


SECTION
2.11               Cancellation.


 


The Company at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and the
Paying Agent shall forward to the Trustee any Notes surrendered to them for
transfer, exchange or payment.  The
Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent,
and no one else, shall cancel and, at the written direction of the Company,


 


20

















 


shall dispose and deliver
evidence of disposal of all Notes surrendered for transfer, exchange, payment
or cancellation.  If the Company shall
acquire any of the Notes, such acquisition shall not operate as a redemption or
satisfaction of the Indebtedness represented by such Notes unless and until the
same are surrendered to the Trustee for cancellation pursuant to this Section
2.11.


 


SECTION
2.12               Defaulted Interest.


 


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


 


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


 


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


 


SECTION 2.13               CUSIP Numbers.


 


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


 


SECTION
2.14               Deposit of Moneys.


 


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


 


21

















 


SECTION
2.15               Book-Entry Provisions for
Global Notes.


 


(a)           The Global Notes initially shall (i)
be registered in the name of the Depository or the nominee of such Depository,
(ii) be delivered to the Trustee as custodian for such Depository and (iii)
bear legends as set forth in Exhibit C.


 


Members of, or participants in, the Depository (“Participants”) shall
have no rights under this Indenture with respect to any Global Note held on
their behalf by the Depository, or the Trustee as its custodian, or under the
Global Note, and the Depository may be treated by the Company, the Trustee and
any agent of the Company or the Trustee as the absolute owner of the Global
Note for all purposes whatsoever. 
Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and Participants, the operation of
customary practices governing the exercise of the rights of a Holder of any
Note.


 


(b)           Transfers of Global Notes shall be
limited to transfers in whole, but not in part, to the Depository, its
successors or their respective nominees. 
Interests of beneficial owners in the Global Notes may be transferred or
exchanged for Physical Notes in accordance with the rules and procedures of the
Depository and the provisions of Section 2.16. 
In addition, Physical Notes shall be transferred to all beneficial
owners in exchange for their beneficial interests in Global Notes if (i) the
Depository notifies the Company that it is unwilling or unable to continue as
Depository for any Global Note and a successor Depository is not appointed by
the Company within 90 days of such notice or (ii) an Event of Default has
occurred and is continuing and the Registrar has received a request from the
Depository to issue Physical Notes.


 


(c)           In connection with any transfer or
exchange of a portion of the beneficial interest in a Global Note to beneficial
owners pursuant to paragraph (b), the Registrar shall (if one or more
Physical Notes are to be issued) reflect on its books and records the date and
a decrease in the principal amount of such Global Note in an amount equal to
the principal amount of the beneficial interest in the Global Note to be
transferred, and the Company shall execute and the Trustee shall authenticate and
deliver, one or more Physical Notes of authorized denominations in an aggregate
principal amount equal to the principal amount of the beneficial interest in
the Global Note so transferred.


 


(d)           In connection with the transfer of a
Global Note as an entirety to beneficial owners pursuant to paragraph (b) of
this Section 2.15, such Global Note shall be deemed to be surrendered to the
Trustee for cancellation, and the Company shall execute, the Guarantors shall
execute Guarantees on and the Trustee shall upon written instructions from the
Company authenticate and deliver, to each beneficial owner identified by the
Depository in exchange for its beneficial interest in such Global Note, an
equal aggregate principal amount of Physical Notes of authorized denominations.


 


(e)           Any Physical Note constituting a
Restricted Note delivered in exchange for an interest in a Global Note pursuant
to paragraph (b) or (c) of this Section 2.15 shall bear the Private Placement
Legend.


 


22

















 


(f)            The Holder of any Global Note may
grant proxies and otherwise authorize any Person, including Participants and
Persons that may hold interests through Participants, to take any action which
a Holder is entitled to take under this Indenture or the Notes.


 


SECTION
2.16               Special Transfer Provisions.


 


(a)           Transfers to Non-QIB Institutional
Accredited Investors and Non-U.S. Persons. 
The following additional provisions shall apply with respect to the
registration of any proposed transfer of a Restricted Note to any Institutional
Accredited Investor which is not a QIB or to any Non-U.S. Person:


 


(i)            the
Registrar shall register the transfer of any Restricted Note if (x) the
requested transfer is after the second anniversary of the Issue Date; provided,
however, that neither the Company nor any Affiliate of the Company has
held any beneficial interest in such note, or portion thereof, at any time on
or prior to the second anniversary of the Issue Date or (y) (1) in the
case of a transfer to an Institutional Accredited Investor which is not a QIB
(excluding Non-U.S. Persons), the proposed transferee has delivered to the
Registrar a certificate substantially in the form of Exhibit D hereto
and any legal opinions and certifications required thereby and (2) in the
case of a transfer to a Non-U.S. Person, the proposed transferor has delivered
to the Registrar a certificate substantially in the form of Exhibit E
hereto;


 


(ii)           if
the proposed transferee is a Participant and the Notes to be transferred
consist of Physical Notes which after transfer are to be evidenced by an
interest in the IAI Global Note or Regulation S Global Note, as the case
may be, upon receipt by the Registrar of (x) written instructions given in
accordance with the Depository’s and the Registrar’s procedures and (y) the
appropriate certificate, if any, required by clause (y) of paragraph (i) above,
the Registrar shall register the transfer and reflect on its books and records
the date and an increase in the principal amount of the IAI Global Note or
Regulation S Global Note, as the case may be, in an amount equal to the
principal amount of Physical Notes to be transferred, and the Trustee shall
cancel the Physical Notes so transferred; and


 


(iii)          if
the proposed transferor is a Participant seeking to transfer an interest in a
Global Note, upon receipt by the Registrar of (x) written instructions given in
accordance with the Depository’s and the Registrar’s procedures and (y) the
appropriate certificate, if any, required by clause (y) of paragraph (i) above,
the Registrar shall register the transfer and reflect on its books and records
the date and (A) a decrease in the principal amount of the Global Note from
which such interests are to be transferred in an amount equal to the principal
amount of the Notes to be transferred and (B) an increase in the principal
amount of the IAI Global Note or the Regulation S Global Note, as the case
may be, in an amount equal to the principal amount of the Notes to be
transferred.


 


(b)           Transfers to QIBs.  The following provisions shall apply with
respect to the registration of any proposed transfer of a Restricted Security
to a QIB:


 


23

















 


(i)            the
Registrar shall register the transfer of any Restricted Note, if (x) the
requested transfer is after the second anniversary of the Issue Date; provided,
however, that neither the Company nor any Affiliate of the Company has
held any beneficial interest in such Note, or portion thereof, at any time on
or prior to the second anniversary of the Issue Date or (y) such transfer
is being made by a proposed transferor who has checked the box provided for on
the form of Note stating, or has otherwise advised the Company and the
Registrar in writing, that the sale has been made in compliance with the
provisions of Rule 144A to a transferee who has signed the certification
provided for on the form of Note stating, or has otherwise advised the Company
and the Registrar in writing, that it is purchasing the Note for its own
account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a QIB within the meaning of Rule
144A, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
it has requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon its
foregoing representations in order to claim the exemption from registration
provided by Rule 144A;


 


(ii)           if
the proposed transferee is a Participant and the Notes to be transferred
consist of Physical Notes which after transfer are to be evidenced by an
interest in the 144A Global Note, upon receipt by the Registrar of written
instructions given in accordance with the Depository’s and the Registrar’s
procedures, the Registrar shall register the transfer and reflect on its book
and records the date and an increase in the principal amount of the 144A Global
Note in an amount equal to the principal amount of Physical Notes to be
transferred, and the Trustee shall cancel the Physical Note so transferred; and


 


(iii)          if
the proposed transferor is a Participant seeking to transfer an interest in the
IAI Global Note or the Regulation S Global Note, upon receipt by the
Registrar of written instructions given in accordance with the Depository’s and
the Registrar’s procedures, the Registrar shall register the transfer and
reflect on its books and records the date and (A) a decrease in the principal
amount of the IAI Global Note or the Regulation S Global Note, as the case
may be, in an amount equal to the principal amount of the Notes to be
transferred and (B) an increase in the principal amount of the 144A Global Note
in an amount equal to the principal amount of the Notes to be transferred.


 


(c)           Restrictions on Transfer and
Exchange of Global Notes. 
Notwithstanding any other provisions of this Indenture, a Global Note
may not be transferred as a whole except by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.


 


(d)           Private Placement Legend.  Upon the transfer, exchange or replacement
of Notes bearing the Private Placement Legend, the Registrar or co-Registrar
shall deliver only Notes that bear the Private Placement Legend unless (i)
there is delivered to the Trustee an


 


24

















 


Opinion of Counsel
reasonably satisfactory to the Company and the Trustee to the effect that
neither such legend nor the related restrictions on transfer are required in
order to maintain compliance with the provisions of the Securities Act or (ii)
such Note has been sold pursuant to an effective registration statement under
the Securities Act.


 


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


 


The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.15 or this Section
2.16.  The Company shall have the right
to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar.


 


SECTION
2.17               Interest Payments.


 


In the event that the amount of funds received from the Company by the
Paying Agent in respect of any cash payment due hereunder is not sufficient to
make such payment in full to all holders, then the Paying Agent shall disburse
such funds as it shall have received to all Holders ratably, without preference
or priority of any kind, according to the amouns due and payable on the Notes
for principal, premium, if any, and interest, respectively; provided, however,
that if any Holder has agreed in writing to waive or defer its receipt of such
payment, the Company shall so notify the Trustee of such consent, in which case
(i) the Trustee shall deliver such funds as it shall have received ratably to
those Holders who have not so agreed and (ii) the rights of any Holder or
Holders who have so agreed shall be limited as and to the extent set forth in
such agreement, and unless expressly stated in such agreement, such waiver or
deferral shall not constitute a waiver of any Default or Event of Default with
respect to the failure to make such payment.


 


ARTICLE III


 


REDEMPTION


 


SECTION
3.01               Notices to Trustee.


 


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


 


25

















 


SECTION
3.02               Selection of Notes To Be
Redeemed.


 


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


 


SECTION
3.03               Notice of Redemption.


 


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


 


(1)           the
Redemption Date;


 


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


 


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


 


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


 


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


 


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


 


(7)           that,
if any Note is being redeemed in part, the portion of the principal amount of
such Note to be redeemed and that, after the Redemption Date, and upon
cancellation of such Note, a new Note or Notes in the aggregate principal
amount equal to the unredeemed portion thereof will be issued in the name of
the Holder; and


 


26

















 


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


 


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


 


SECTION
3.04               Effect of Notice of Redemption.


 


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


 


SECTION
3.05               Deposit of Redemption Price.


 


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


 


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


 


SECTION 3.06               Notes Redeemed in Part.


 


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


 


ARTICLE IV


 


COVENANTS


 


SECTION
4.01               Payment of Notes.


 


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


 


27

















 


designated for and sufficient
to pay the installment.  Interest on the
Fixed Rate Notes will be computed on the basis of a 360-day year comprised of
twelve 30-day months and interest on the Floating Rate Notes will be computed
as set forth in Exhibit B hereto.


 


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


 


SECTION
4.02               Maintenance of Office or Agency.


 


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


 


SECTION
4.03               Intentionally omitted.


 


SECTION
4.04               Intentionally omitted.


 


SECTION
4.05               Intentionally omitted.


 


SECTION
4.06               Intentionally omitted.


 


SECTION
4.07               Compliance Certificate; Notice
of Default.


 


(a)           The Company shall furnish to the
Trustee, not less often than annually, an Officer’s Certificate as to his or
her knowledge of the Company’s compliance with all conditions and covenants
under the Indenture. For purposes of this paragraph, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under the Indenture.


 


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


 


SECTION
4.08               Intentionally omitted.


 


SECTION
4.09               Reports to Holders.


 


The Company
shall:


 


28

















 


(1)           file
with the Trustee copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the forgoing as the
Commission may by rules and regulations prescribe) which such obligor is
required to file with the Commission pursuant Section 13 or Section 15(d) of
the Exchange Act; or, if the obligor is not required to file information,
documents, or reports pursuant to either of such sections, then to file with
the Trustee and the Commission, in accordance with rules and regulations
prescribed by the Commission, such of the supplementary and periodic
information, documents, and reports which may be required pursuant to Section
13 of the Exchange Act, in respect of a security listed and registered on a
national securities exchange as may be prescribed in such rules and
regulations;


 


(2)           file
with the Trustee and the Commission, in accordance with rules and regulations
prescribed by the Commission, such additional information, documents, and
reports with respect to compliance by such obligor with the conditions and covenants
provided for in the indenture, as may be required by such rules and
regulations; and


 


(3)           transmit
by mail to the Holders of the Notes such summaries of information, documents,
and reports required to be filed by such obligor pursuant to provisions of
paragraph (1) or (2) of this Section as may be required by rules and
regulations prescribed by the Commission.


 


SECTION
4.10               Intentionally omitted.


 


SECTION
4.11               Intentionally omitted.


 


SECTION
4.12               Intentionally omitted.


 


SECTION
4.13               Intentionally omitted.


 


SECTION
4.14               Change of Control.


 


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


 


(b)           Prior to the mailing of the notice
referred to below, but in any event within 30 days following any Change of
Control, the Company covenants to (i) repay in full and terminate all
commitments under Indebtedness under the Credit Facilities and all other Senior
Debt the terms of which require repayment upon a Change of Control or offer to
repay in full and terminate all commitments under all Indebtedness under the
Credit Facilities and all other such Senior Debt and to repay the Indebtedness
owed to each lender which has accepted such offer or (ii) obtain the requisite
consents under the Credit Facilities and all other Senior Debt to permit the
repurchase of the Notes as provided below. The Company shall first comply with
the covenant


 


29

















 


in the immediately
preceding sentence before it shall be required to repurchase Notes pursuant to
the provisions described below. The Company’s failure to comply with the
covenant described in the immediately preceding sentence shall be governed by
clause (3), and not clause (2), of Section 6.01.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


30

















 


(d)           On or before the Change of Control
Payment Date, the Company shall (i) accept for payment Notes or portions
thereof (in integral multiples of $1,000) validly tendered pursuant to the
Change of Control Offer, (ii) deposit with the Paying Agent in accordance
with Section 2.14 U.S. Legal Tender sufficient to pay the purchase price
plus accrued and unpaid interest, if any, of all Notes to be purchased and
(iii) deliver to the Trustee Notes so accepted together with an Officers’
Certificate stating the Notes or portions thereof being purchased by the
Company.  Upon receipt by the Paying
Agent of the monies specified in clause (ii) above and a copy of the
Officers’ Certificate specified in clause (iii) above, the Paying Agent
shall promptly mail to the Holders of Notes so accepted payment in an amount
equal to the purchase price plus accrued and unpaid interest, if any, out of
the funds deposited with the Paying Agent in accordance with the preceding
sentence.  The Trustee shall promptly
authenticate and mail to such Holders new Notes equal in principal amount to
any unpurchased portion of the Notes surrendered.  Upon the payment of the purchase price for the Notes accepted for
purchase, the Trustee shall return the Notes purchased to the Company for
cancellation.  Any monies remaining
after the purchase of Notes pursuant to a Change of Control Offer shall be
returned within three Business Days by the Trustee to the Company except with
respect to monies owed as obligations to the Trustee pursuant to Article
Seven.  For purposes of this Section 4.14,
the Trustee shall act as the Paying Agent.


 


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


 


SECTION
4.15               Limitation on Asset Sales.


 


(a)           The Company will not, and will not
permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless
(i) the Company or the applicable Restricted Subsidiary, as the case may be,
receives consideration at the time of such Asset Sale at least equal to the
fair market value of the assets sold or otherwise disposed of (as determined in
good faith by the Company’s Board of Directors), (ii) at least 75% of the
consideration received by the Company or the Restricted Subsidiary, as the case
may be, from such Asset Sale shall be in the form of cash or Cash Equivalents
(provided that the amount of any liabilities (as shown on the Company’s or such
Restricted Subsidiary’s most recent balance sheet) of the Company or any such
Restricted Subsidiary (other than liabilities that are by their terms
subordinated to the Notes) that are assumed by the transferee of any such
assets shall be deemed to be cash for purposes of this provision) and is
received at the time of such disposition; and (iii) upon the consummation of an
Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to
apply, the Net Cash Proceeds relating to such Asset Sale within 410 days of
receipt thereof either (A) to prepay any Senior Debt, Guarantor Senior Debt or
Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the
case of any such Indebtedness under any revolving credit facility, effect a
permanent reduction in the availability under such revolving credit facility,
(B) to make an investment in or expenditures for properties and assets
(including Capital Stock of any entity) that replace the properties and assets
that were the subject of such Asset Sale or in


 


31

















 


properties and assets
(including Capital Stock of any entity) that will be used in the business of
the Company and its Subsidiaries as existing on the Issue Date or in businesses
reasonably related thereto (“Replacement Assets”), or (C) a combination of
prepayment and investment permitted by the foregoing clauses (iii)(A) and
(iii)(B). On the 411th day after an Asset Sale or such earlier date, if any, as
the Board of Directors of the Company or of such Restricted Subsidiary
determines not to apply the Net Cash Proceeds relating to such Asset Sale as
set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence
(each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash
Proceeds which have not been applied on or before such Net Proceeds Offer
Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the
next preceding sentence (each a “Net Proceeds Offer Amount”) shall be applied
by the Company or such Restricted Subsidiary to make an offer to purchase (the
“Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) not
less than 30 nor more than 45 days following the applicable Net Proceeds Offer
Trigger Date, from all Holders on a pro rata basis, that amount of Notes (and,
to the extent required by the instrument governing any Indebtedness, any other
Indebtedness which ranks pari passu with the Notes designated by
the Company) equal to the Net Proceeds Offer Amount at a price equal to 100% of
the principal amount of the Notes (or with respect to such other Indebtedness
which ranks pari
passu with the Notes, at a price no greater than the principal
amount or accreted value thereof, whichever is less) to be purchased, plus
accrued and unpaid interest thereon, if any, to the date of purchase; provided,
however, that if at any time any non-cash consideration received by the
Company or any Restricted Subsidiary of the Company, as the case may be, in
connection with any Asset Sale is converted into or sold or otherwise disposed
of for cash (other than interest received with respect to any such non-cash
consideration), then such conversion or disposition shall be deemed to
constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be
applied in accordance with this Section 4.15. The Company shall not be required
to make a Net Proceeds Offer until there is an aggregate unutilized Net
Proceeds Offer Amount equal to or in excess of $50 million resulting from one
or more Asset Sales, at which time, the unutilized Net Proceeds Offer Amount,
shall be applied as required pursuant to this paragraph, provided, however,
that the first $50 million of Net Proceeds Offer Amount need not be applied as
required pursuant to this paragraph.


 


In the event of the transfer of substantially all (but not all) of the
property and assets of the Company and its Restricted Subsidiaries as an
entirety to a Person  in a transaction
permitted under Section 5.01 of the Original Indenture (it being understood
that, for these purposes only, the Original Indenture is deemed to be in full
force and effect without giving effect to this Amended and Restated
Indenture)and as a result thereof the Company is no longer an obligor on the
Notes, the successor corporation shall be deemed to have sold the properties
and assets of the Company and its Restricted Subsidiaries not so transferred
for purposes of this Section 4.15, and shall comply with the provisions of this
Section 4.15 with respect to such deemed sale as if it were an Asset Sale.  In addition, the fair market value of such
properties and assets of the Company or its Restricted Subsidiaries deemed to
be sold shall be deemed to be Net Cash Proceeds for purposes of this Section
4.15.


 


(b)           Notwithstanding the two immediately
preceding paragraphs, the Company and its Restricted Subsidiaries will be
permitted to consummate an Asset Sale without complying with such paragraphs to
the extent (i) at least 80% of the consideration for such Asset Sale
constitutes Replacement Assets and (ii) such Asset Sale is for fair market
value; provided,


 


32

















 


however, that any consideration not
constituting Replacement Assets received by the Company or any of its
Restricted Subsidiaries in connection with any Asset Sale permitted to be
consummated under this paragraph shall constitute Net Cash Proceeds subject to
the provisions of the two preceding paragraphs.


 


(c)           Subject to the deferral right set
forth in the final proviso of Section 4.15(a), each notice of a Net
Proceeds Offer pursuant to this Section 4.15 shall be mailed, by
first-class mail, by the Company to Holders of Notes at their last registered
address not more than 30 days following the Net Proceeds Offer Trigger Date,
with a copy to the Trustee.  The notice
shall contain all instructions and materials necessary to enable such Holders
to tender Notes pursuant to the Net Proceeds Offer and shall state the following
terms:


 


(1)           that
the Net Proceeds Offer is being made pursuant to Section 4.15 of the
Indenture, that all Notes tendered will be accepted for payment; provided,
however, that if the aggregate principal amount of Notes tendered in a
Net Proceeds Offer plus accrued interest at the expiration of such offer
exceeds the aggregate amount of the Net Proceeds Offer, the Company shall
select the Notes to be purchased on a pro  rata basis (with such
adjustments as may be deemed appropriate by the Company so that only Notes in
denominations of $1,000 or multiples thereof shall be purchased) and that the
Net Proceeds Offer shall remain open for a period of 20 Business Days or such
longer periods as may be required by law;


 


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


 


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


 


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


 


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


 


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


 


33

















 


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


 


On or before the Net Proceeds Offer Payment Date, the Company shall
(i) accept for payment Notes or portions thereof (in integral multiples of
$1,000) validly tendered pursuant to the Net Proceeds Offer, (ii) deposit
with the Paying Agent in accordance with Section 2.14 U.S. Legal Tender
sufficient to pay the purchase price plus accrued and unpaid interest, if any,
of all Notes to be purchased and (iii) deliver to the Trustee Notes so
accepted together with an Officers’ Certificate stating the Notes or portions
thereof being purchased by the Company. 
Upon receipt by the Paying Agent of the monies specified in
clause (ii) above and a copy of the Officers’ Certificate specified in
clause (iii) above, the Paying Agent shall promptly mail to the Holders of
Notes so accepted payment in an amount equal to the purchase price plus accrued
and unpaid interest, if any, out of the funds deposited with the Paying Agent
in accordance with the preceding sentence. 
The Trustee shall promptly authenticate and mail to such Holders new
Notes equal in principal amount to any unpurchased portion of the Notes
surrendered.  Upon the payment of the
purchase price for the Notes accepted for purchase, the Trustee shall return
the Notes purchased to the Company for cancellation.  Any monies remaining after the purchase of Notes pursuant to a Net
Proceeds Offer shall be returned within three Business Days by the Trustee to
the Company except with respect to monies owed as obligations to the Trustee
pursuant to Article Seven.  For purposes
of this Section 4.15, the Trustee shall act as the Paying Agent.


 


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


 


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


 


SECTION
4.16               Prohibition on Incurrence of
Senior Subordinated Debt.


 


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


 


SECTION
4.17               Intentionally omitted.


 


34

















 


SECTION
4.18               Intentionally omitted.


 


SECTION
4.19               Intentionally omitted.


 


SECTION
4.20               Intentionally omitted.


 


ARTICLE V


 


SUCCESSOR
CORPORATION


 


SECTION
5.01               Intentionally omitted.


 


SECTION
5.02               Intentionally omitted.


 


ARTICLE VI


 


DEFAULT AND
REMEDIES


 


SECTION
6.01               Events of Default.


 


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


 


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


 


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


 


(3)           one
or more judgments, with respect to the failure to satisfy obligations under the
penultimate sentence of Section 4.14(b), in an aggregate amount in excess of
$25.0 million (which are not covered by third party insurance as to which the
insurer has not disclaimed coverage) shall have been rendered against the
Company or any of its Restricted Subsidiaries and such judgment or judgments
remain undischarged, unpaid or unstayed for a period of 60 days after such
judgment or judgments become final and nonappealable;


 


(4)           intentionally
omitted.


 


(5)           intentionally
omitted.


 


(6)           intentionally
omitted.


 


(7)           intentionally
omitted.


 


35

















 


(8)           Intentionally
omitted.


 


SECTION
6.02               Acceleration.


 


(a)           If an Event of Default shall occur
and be continuing, the Trustee or the Holders of at least 75% in principal
amount of outstanding Notes may, declare the principal of all the Notes,
together with all accrued and unpaid interest, to be due and payable by notice
in writing to the Company and, in the case of an acceleration notice from the
Holders of at least 75% in principal amount of the outstanding Notes, the
Trustee specifying the respective Event of Default and that it is a “notice of
acceleration” (the “Acceleration Notice”), and the same shall become
immediately due and payable or if there are any amounts outstanding under the
Designated Senior Debt, shall become immediately due and payable upon the first
to occur of an acceleration under the Designated Senior Debt or 5 business days
after receipt by the Company and the Representative under the Designated Senior
Debt of such Acceleration Notice.


 


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


 


SECTION
6.03               Other Remedies.


 


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


 


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


 


36

















 


SECTION
6.04               Waiver of Past Defaults.


 


Subject to Sections 6.07 and 9.02, the Holders of a majority in
principal amount of the Notes by notice to the Trustee may waive any existing
Default or Event of Default and its consequences, regardless of whether such
Holders have actual knowledge of such Default or Event of Default, except a
Default in the payment of the principal of or interest on any Note as specified
in clauses (1) and (2) of Section 6.01.


 


SECTION
6.05               Control by Majority.


 


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


 


SECTION
6.06               Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


37

















 


SECTION
6.07               Rights of Holders To Receive
Payment.


 


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


 


SECTION
6.08               Collection Suit by Trustee.


 


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


 


SECTION
6.09               Trustee May File Proofs of
Claim.


 


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


 


SECTION
6.10               Priorities.


 


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


 


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


 


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


 


38

















 


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


 


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


 


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


 


SECTION
6.11               Undertaking for Costs.


 


In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party
litigant.  This Section 6.11 does not
apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.07, or a suit by a Holder or Holders of more than 10% in
aggregate principal amount of the outstanding Notes.


 


ARTICLE VII


 


TRUSTEE


 


SECTION
7.01               Duties of Trustee.


 


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


 


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


 


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


 


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


 


39

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(g)           In the absence of bad faith,
negligence or willful misconduct on the part of the Trustee, the Trustee shall
not be responsible for the application of any money by any Paying Agent other
than the Trustee.


 


SECTION
7.02               Rights of Trustee.


 


Subject to Section 7.01:


 


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


 


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


 


40

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION
7.03               Individual Rights of Trustee.


 


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


 


SECTION
7.04               Trustee’s Disclaimer.


 


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


 


41

















 


SECTION
7.05               Notice of Default.


 


If a Default or an Event of Default occurs and is continuing and if the
Trustee has actual knowledge of such Default or Event of Default, the Trustee
shall mail to each Noteholder notice of the uncured Default or Event of Default
within 60 days after such Default or Event of Default occurs.  Except in the case of a Default or an Event
of Default in the payment of interest or principal of, premium or interest on,
any Note, including an accelerated payment and the failure to make payment on
the Change of Control Payment Date pursuant to a Change of Control Offer or on
the Proceeds Purchase Date pursuant to a Net Proceeds Offer and, the Trustee
may withhold the notice if and so long as its Board of Directors, the executive
committee of its Board of Directors or a committee of its Board of Directors
and/or Trust Officers in good faith determines that withholding the notice is
in the interest of the Holders.  The
Trustee shall not be deemed to have knowledge of a Default or Event of Default
other than (i) any Event of Default occurring pursuant to Sections 6.01(1) or
6.01(2); or (ii) any Default or Event of Default of which a Trust Officer shall
have received written notification or obtained actual knowledge.  As used herein, the term “actual knowledge”
means the actual fact or statement of knowing, without any duty to make any
investigation with regard thereto.


 


SECTION
7.06               Reports by Trustee to Holders.


 


Within 60 days after April 1 of each year beginning with
April 1, 1998, the Trustee shall, to the extent that any of the events
described in TIA § 313(a) occurred within the previous twelve months, but
not otherwise, mail to each Noteholder a brief report dated as of such date
that complies with TIA § 313(a). 
The Trustee also shall comply with TIA §§ 313(b) and 313(c).


 


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


 


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


 


SECTION
7.07               Compensation and Indemnity.


 


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


 


The Company shall indemnify the Trustee and its agents, employees,
officers, stockholders and directors for, and hold them harmless against, any
loss, liability or expense incurred by them except for such actions to the
extent caused by any negligence, bad faith or willful misconduct on their part,
arising out of or in connection with the acceptance or administration of this
trust including the reasonable costs and expenses of defending themselves


 


42

















 


against or investigating any claim or liability in connection with the
exercise or performance of any of the Trustee’s rights, powers or duties
hereunder.  The Trustee shall notify the
Company promptly of any claim asserted against the Trustee or any of its agents,
employees, officers, stockholders and directors for which it may seek
indemnity.  The Company shall defend the
claim and the Trustee shall cooperate in the defense.  The Trustee and its agents, employees, officers, stockholders and
directors subject to the claim may have separate counsel and the Company shall
pay the reasonable fees and expenses of such counsel; provided, however,
that the Company will not be required to pay such fees and expenses if it
assumes the Trustee’s defense and there is no conflict of interest between the
Company and the Trustee and its agents, employees, officers, stockholders and
directors subject to the claim in connection with such defense as reasonably
determined by the Trustee; provided, further, that the Company
shall not be liable to pay the fees and expenses of more than one local counsel
in any one jurisdiction.  The Company
need not pay for any settlement made without its written consent.  The Company need not reimburse any expense
or indemnify against any loss or liability to the extent incurred by the Trustee
through its negligence, bad faith or willful misconduct.


 


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


 


SECTION
7.08               Replacement of Trustee.


 


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


 


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


 


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


 


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


 


(4)           the
Trustee becomes incapable of acting.


 


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


 


A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.  Promptly after that, the retiring Trustee
shall transfer all


 


43

















 


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


 


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


 


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


 


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


 


SECTION
7.09               Successor Trustee by Merger,
Etc.


 


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


 


SECTION
7.10               Eligibility; Disqualification.


 


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


 


SECTION
7.11               Preferential Collection of
Claims Against the Company.


 


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


 


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ARTICLE VIII


 


DISCHARGE OF
INDENTURE; DEFEASANCE


 


SECTION
8.01               Termination of the Company’s
Obligations.


 


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


 


In addition, at the Company’s option, either (a) the Company shall
be deemed to have been Discharged from any and all obligations with respect to
the Notes (“Legal Defeasance”) after the applicable conditions set forth below
have been satisfied (except for the obligations of the Company under
Sections 2.03, 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this
Section 8.01) or (b) the Company shall cease to be under any
obligation to comply with any term, provision or condition set forth in
Sections 4.14 through 4.16 and thereafter any omission to comply with such obligations
shall not constitute a Default or Event of Default with respect to the Notes
(“Covenant Defeasance”) after the applicable conditions set forth below have
been satisfied:


 


(1)           The
Company shall have irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust, for the benefit of the Holders cash in U.S.
Legal Tender, non-callable U.S. Government Obligations or a combination thereof
that, together with the payment of interest and premium thereon and principal
in respect thereof in accordance with their terms, will be sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
all the principal of, premium, if any, and interest on the Notes on the dates
such payments are due in accordance with the terms of such Notes, as well as
the Trustee’s fees and expenses; provided, however, that no
deposits made pursuant to


 


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this
Section 8.01(1) shall cause the Trustee to have a conflicting interest as
defined in and for purposes of the TIA; and provided, further,
that, as confirmed by an Opinion of Counsel, no such deposit shall result in
the Company, the Trustee or the trust becoming or being deemed to be an
“investment company” under the Investment Company Act of 1940;


 


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


 


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


 


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


 


(5)           No
such deposit will result in a Default under this Indenture or a breach or
violation of, or constitute a default under, any other instrument or material
agreement to which the Company or any of its Subsidiaries is a party or by
which it or its property is bound;


 


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


 


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


 


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(8)           in
the case of Covenant Defeasance, the Company shall have delivered to the
Trustee an opinion of counsel in the United States reasonably acceptable to the
Trustee confirming that the Holders will not recognize income, gain or loss for
federal income tax purposes as a result of such Covenant Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Covenant Defeasance had not
occurred; and


 


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


 


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


 


SECTION
8.02               Acknowledgment of Discharge by
Trustee.


 


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


 


SECTION
8.03               Application of Trust Money.


 


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


 


SECTION
8.04               Repayment to the Company.


 


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


 


47

















 


SECTION
8.05               Reinstatement.


 


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


 


ARTICLE IX


 


AMENDMENTS,
SUPPLEMENTS AND WAIVERS


 


SECTION
9.01               Without Consent of Holders.


 


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


 


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


 


(2)           to
comply with Article Five of the Original Indenture (it being understood that,
for these purposes only, the Original Indenture is deemed to be in full force
and effect without giving effect to this Amended and Restated Indenture);


 


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


 


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


 


(5)           to
make any other change that would provide any additional benefit or rights to
the Holders or that does not adversely affect in any material respect the
rights of any Noteholders hereunder;


 


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


 


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SECTION
9.02               With Consent of Holders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


49

















 


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


 


SECTION
9.03               Compliance with TIA.


 


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


 


SECTION
9.04               Revocation and Effect of
Consents.


 


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


 


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


 


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


 


SECTION
9.05               Notation on or Exchange of
Notes.


 


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


 


50

















 


SECTION
9.06               Trustee To Sign Amendments,
Etc.


 


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


 


ARTICLE X


 


SUBORDINATION
OF NOTES


 


SECTION
10.01             Notes Subordinated to Senior
Debt.


 


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


 


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


 


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


 


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


 


51

















 


for to the satisfaction of the holders of
Senior Debt, after which the Company shall resume making any and all required
payments in respect of the Notes, including any missed payments.


 


(b)           Unless Section 10.03 shall be
applicable, upon (1) the occurrence and continuance of any event of
default (other than a Payment Default) with respect to any Designated Senior
Debt (as such event of default is defined in the instrument creating or
evidencing such Designated Senior Debt) permitting the holders of such Designated
Senior Debt then outstanding to accelerate the maturity thereof (a “Non-payment
Default”) and (2) the earlier of (i) receipt by the Trustee and the
Company from a Representative of written notice of such occurrence stating that
such notice is a “Payment Blockage Notice” pursuant to this Section 10.02
or (ii) if such Non-payment Default results from the acceleration of the
Notes, the date of such acceleration, no payment (other than payments
previously made pursuant to Article Eight) or distribution of any assets of the
Company of any kind or character shall be made by or on behalf of the Company
or any other Person on its or their behalf on account of any Obligations under
the Notes or on account of the purchase or redemption or other acquisition of
Notes for cash or property or otherwise (except that Holders may receive (i)
shares of stock and any debt securities that are subordinated at least to the
same extent as the Notes to Senior Debt and securities issued in exchange for
Senior Debt and (ii) payments made from the trusts described in Section 8.01)
for a period (the “Payment Blockage Period”) commencing on the date of receipt
by the Trustee of the written notice of a Non-payment Default from such
Representative or the date of the acceleration referred to in clause (ii)
above, as the case may be, unless and until the earlier to occur of the
following events:  (w) 180 days
shall have elapsed since receipt of such notice or the date of the acceleration
of the Notes, as the case may be (provided no Designated Senior Debt shall
theretofore have been accelerated), (x) such Non-payment Default
shall have been cured or waived or shall have ceased to exist, (y) such
Designated Senior Debt shall have been discharged or paid in full in cash or
Cash Equivalents, or such payment duly provided for to the satisfaction of the
holders of such Designated Senior Debt, or (z) such Payment Blockage
Period shall have been terminated by written notice to the Company or the
Trustee from the Representative initiating such Payment Blockage Period or the
holders of at least a majority in principal amount of such issue of Designated
Senior Debt initiating such Payment Blockage Period, after which, in the case
of clause (w), (x), (y) or (z), the Company shall resume making any and all
required payments in respect of the Notes, including any missed payments.  Notwithstanding anything herein to the
contrary, (x) in no event will a Payment Blockage Period or successive Payment
Blockage Periods with respect to the same payment on the Notes extend beyond
180 days from the date the payment on the Notes was due and (y) only one such
Payment Blockage Period may be commenced within any 360 consecutive days.  For all purposes of this Section 10.02(b),
no event of default which existed or was continuing on the date of the
commencement of any Payment Blockage Period with respect to the Designated
Senior Debt of the Company initiating such Payment Blockage Period shall be, or
be made, the basis for the commencement of a second Payment Blockage Period by
the holders or by the Representative of such Designated Senior Debt whether or
not within a period of 360 consecutive days, unless such event of default shall
have been cured or waived for a period of not less than 90 consecutive days (it
being acknowledged that any subsequent action, or any breach of any financial
covenants for a period commencing after the date of commencement of such
Payment Blockage Period that, in either case, would give rise to an event of
default pursuant to any provisions under which an event of default previously
existed or was continuing shall constitute a new event of default for this
purpose).


 


52

















 


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


 


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


 


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


 


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


 


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


 


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


 


53

















 


unpaid shall have been paid in full in cash
or Cash Equivalents, or such payment duly provided for to the satisfaction of
the holders of Senior Debt, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.


 


(d)           The consolidation of the Company
with, or the merger of the Company with or into, another Person or the
liquidation or dissolution of the Company following the conveyance, transfer or
lease of its properties and assets substantially as an entirety to another
Person shall not be deemed a liquidation, dissolution, winding-up,
reorganization, assignment for the benefit of creditors or marshaling of assets
of the Company, as the case may be, for the purposes of this Article Ten.


 


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


 


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


 


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


 


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


 


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


 


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SECTION
10.05             Obligations of the Company
Unconditional.


 


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


 


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


 


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


 


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


 


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SECTION
10.07             Application by Trustee of Assets
Deposited with It.


 


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


 


SECTION
10.08             No Waiver of Subordination
Provisions.


 


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


 


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


 


SECTION
10.09             Holders Authorize Trustee To
Effectuate Subordination of Notes.


 


Each Holder of the Notes by such Holder’s acceptance thereof authorizes
and expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effect the subordination provisions contained in
this Article Ten, and appoints the Trustee such Holder’s attorney-in-fact
for such purpose, including, in the event of any liquidation,


 


56

















 


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


 


SECTION
10.10             Right of Trustee To Hold Senior
Debt.


 


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


 


SECTION
10.11             No Suspension of Remedies.


 


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


 


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


 


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


 


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


 


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ARTICLE XI


 


GUARANTEE OF
NOTES


 


SECTION
11.01             Unconditional Guarantee.


 


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


 


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


 


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


 


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


 


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


 


SECTION
11.02             Limitations on Guarantees.


 


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


 


SECTION
11.03             Execution and Delivery of
Guarantee.


 


To further evidence the Guarantee set forth in Section 11.01, each
Guarantor hereby agrees that a notation of such Guarantee, substantially in the
form of Exhibit F hereto, shall be endorsed on each Note authenticated
and delivered by the Trustee.  Such
Guarantee shall be executed on behalf of each Guarantor by either manual or
facsimile signature of two Officers of each Guarantor, each of whom, in each
case, shall have been duly authorized to so execute by all requisite corporate
action.  The validity and enforceability
of any Guarantee shall not be affected by the fact that it is not affixed to
any particular Note.


 


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


 


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


 


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


 


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SECTION
11.04             Release of a Guarantor.


 


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


 


(b)           The Trustee shall deliver an
appropriate instrument evidencing the release of a Guarantor upon receipt of a
request by the Company or such Guarantor accompanied by an Officers’
Certificate and an Opinion of Counsel certifying as to the compliance with this
Section 11.04; provided, however, that the legal counsel
delivering such Opinion of Counsel may rely as to matters of fact on one or
more Officers Certificates of the Company.


 


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


 


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


 


SECTION
11.05             Waiver of Subrogation.


 


Until this Indenture is discharged and all of the Notes are discharged
and paid in full, each Guarantor hereby irrevocably waives and agrees not to
exercise any claim or other rights which it may now or hereafter acquire
against the Company that arise from the existence, payment, performance or
enforcement of the Company’s obligations under the Notes or this Indenture and
such Guarantor’s obligations under this Guarantee and this Indenture, in any
such instance including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution, indemnification, and any right to
participate in any claim or remedy of the Holders against the Company, whether
or not such claim, remedy or right arises in equity, or under contract, statute
or common law, including, without limitation, the right to take or receive from
the Company, directly or indirectly, in cash or other property or by set-off or
in any other manner, payment or security on account of such claim or other
rights.  If any amount shall be


 


60

















 


paid to any Guarantor in violation of the preceding sentence and any
amounts owing to the Trustee or the Holders of Notes under the Notes, this
Indenture, or any other document or instrument delivered under or in connection
with such agreements or instruments, shall not have been paid in full, such
amount shall have been deemed to have been paid to such Guarantor for the
benefit of, and held in trust for the benefit of, the Trustee or the Holders
and shall forthwith be paid to the Trustee for the benefit of itself or such
Holders to be credited and applied to the obligations in favor of the Trustee
or the Holders, as the case may be, whether matured or unmatured, in accordance
with the terms of this Indenture.  Each
Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by this Indenture and that the waiver
set forth in this Section 11.05 is knowingly made in contemplation of such
benefits.


 


SECTION
11.06             Immediate Payment.


 


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


 


SECTION
11.07             No Set-Off.


 


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


 


SECTION
11.08             Obligations Absolute.


 


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


 


SECTION
11.09             Obligations Continuing.


 


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


 


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SECTION
11.10             Obligations Not Reduced.


 


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


 


SECTION
11.11             Obligations Reinstated.


 


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


 


SECTION
11.12             Obligations Not Affected.


 


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


 


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


 


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


 


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


 


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


 


62

















 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION
11.13             Waiver.


 


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


 


SECTION
11.14             No Obligation To Take Action
Against the Company.


 


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


 


SECTION
11.15             Dealing with the Company and
Others.


 


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


 


63

















 


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


 


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


 


(c)           accept compromises or arrangements
from the Company;


 


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


 


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


 


SECTION
11.16             Default and Enforcement.


 


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


 


SECTION
11.17             Amendment, Etc.


 


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


 


SECTION
11.18             Acknowledgment.


 


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


 


SECTION
11.19             Costs and Expenses.


 


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


 


SECTION
11.20             No Merger or Waiver; Cumulative
Remedies.


 


No Guarantee shall operate by way of merger of any of the obligations
of a Guarantor under any other agreement, including, without limitation, this
Indenture.  No failure to exercise and
no delay in exercising, on the part of the Trustee or the Holders, any right,
remedy, power or privilege hereunder or under this Indenture or the Notes,
shall operate as a waiver


 


64

















 


thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder or under this Indenture or the Notes preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege.  The rights,
remedies, powers and privileges in the Guarantee and under this Indenture, the
Notes and any other document or instrument between a Guarantor and/or the
Company and the Trustee are cumulative and not exclusive of any rights,
remedies, powers and privilege provided by law.


 


SECTION
11.21             Survival of Obligations.


 


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


 


SECTION
11.22             Guarantee in Addition to Other
Obligations.


 


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


 


SECTION
11.23             Severability.


 


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


 


SECTION
11.24             Successors and Assigns.


 


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


 


ARTICLE XII


 


SUBORDINATION
OF GUARANTEE


 


SECTION
12.01             Guarantee Obligations
Subordinated to Guarantor Senior Debt.


 


Anything herein to the contrary notwithstanding, each of the
Guarantors, for itself and its successors, and each Holder, by his or her
acceptance of Guarantees, agrees that the payment of all Obligations owing to
the Holders in respect of its Guarantee (collectively, as to any Guarantor, its
“Guarantee Obligations”) is subordinated, to the extent and in the manner provided
in this Article Twelve, to the prior payment in full in cash or Cash
Equivalents, or such


 


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payment duly provided for to the satisfaction of the holders of
Guarantor Senior Debt, of all Obligations on Guarantor Senior Debt of such
Guarantor, including without limitation, the Guarantors’ obligations under the
Credit Facilities.


 


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


 


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


 


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


 


(b)           Unless Section 12.03 shall be
applicable upon (1) the occurrence of any event of default (other than a
Payment Default) with respect to any Designated Senior Debt of a Guarantor (as
such event of default is defined in the instrument creating or evidencing such
Designated Senior Debt of a Guarantor) and (2) the earlier of
(i) receipt by the Trustee, the Company and such Guarantor from a
Representative of written notice of such occurrence stating that such notice is
a “Payment Blockage Notice” pursuant to this Section 12.02 or (ii) if such
Non-payment Default results from the acceleration of the Securities, the date
of the acceleration of the Securities, no payment (other than payments
previously made pursuant to Article Eight hereof) or distribution of any assets
of such Guarantor of any kind or character shall be made by on or behalf of
such Guarantor or any other Person on its or their behalf on account of
principal, premium, if any, or interest on the Notes or on account of the
purchase, redemption or other acquisition of Notes for cash or property or
otherwise (except that Holders may receive (i) shares of stock and any debt
securities that are subordinated at least to the same extent as the Guarantees
to Guarantor Senior Debt and (ii) payments made from the trusts described in
Section 8.01) for a period (the “Guarantor Payment Blockage Period”) commencing
on the date of receipt by the Trustee of such notice or the date of the
acceleration referred to in clause (ii) above, as the case may be, unless and
until the earlier to occur of the following events:  (w) 180 days shall


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION
12.05             Obligations of the Guarantors
Unconditional.


 


Nothing contained in this Article Twelve or elsewhere in this Indenture
or in the Guarantees is intended to or shall impair, as between the Guarantors
and the Holders, the obligation of the Guarantors, which is absolute and
unconditional, to pay to the Holders all amounts due and payable under the
Guarantees as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
Holders and creditors of the Guarantors other than the holders of the Guarantor
Senior Debt, nor shall anything herein or therein prevent the Trustee or any
Holder from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
Twelve, of the holders of Guarantor Senior Debt in respect of cash, property or
securities of the Guarantors received upon the exercise of any such
remedy.  Upon any payment or
distribution of assets of any Guarantor referred to in this Article Twelve, the
Trustee, subject to the provisions of Sections 7.01 and 7.02, and the Holders
shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which any liquidation, dissolution, winding up or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidating trustee or agent or other Person making any


 


69

















 


payment or distribution to the Trustee or to the Holders for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Guarantor Senior Debt and other Indebtedness of
any Guarantor, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article Twelve.  Nothing in this Article
Twelve shall apply to the claims of, or payments to, the Trustee under or
pursuant to Section 7.07.  The Trustee
shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself or itself to be a holder of any Guarantor Senior Debt (or
a trustee on behalf of, or other representative of, such holder) to establish
that such notice has been given by a holder of such Guarantor Senior Debt or a
trustee or representative on behalf of any such holder.


 


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


 


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


 


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


 


SECTION
12.07             Application by Trustee of Assets
Deposited with It.


 


U.S. Legal Tender or U.S. Government Obligations deposited in trust
with the Trustee pursuant to and in accordance with Sections 8.01 and 8.02
shall be for the sole benefit of Holders of the Notes and, to the extent
allocated for the payment of Notes, shall not be subject to the subordination
provisions of this Article Twelve. 
Otherwise, any deposit of assets or securities by or on behalf of a
Guarantor with the Trustee or any Paying Agent (whether or not in trust) for
payment of the Guarantees shall be subject to the provisions of this Article
Twelve; provided, however, that if prior to the second Business
Day preceding the date on which by the terms of this Indenture any such assets
may become distributable for any purpose (including, without limitation, the
payment of either principal of or interest on any Note) the Trustee or such
Paying Agent shall not have received with respect to such assets the notice
provided for in Section 12.06, then the Trustee or such Paying Agent shall have
full power and authority to receive such assets and to apply the same to the
purpose for which they were received, and shall not be affected by any notice
to the contrary received by it on or after such date.  The foregoing shall not apply to the Paying Agent if the Company
or any Subsidiary or Affiliate of the Company is acting as Paying Agent.  Nothing contained in this Section 12.07
shall limit the right


 


70

















 


of the holders of Guarantor Senior Debt to recover payments as
contemplated by this Article Twelve.


 


SECTION
12.08             No Waiver of Subordination
Provisions.


 


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


 


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


 


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


 


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


 


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SECTION
12.10             Right of Trustee To Hold
Guarantor Senior Indebtedness.


 


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


 


SECTION
12.11             No Suspension of Remedies.


 


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


 


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


 


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


 


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


 


ARTICLE XIIIA


 


MISCELLANEOUS


 


SECTION
13.01             TIA Controls.


 


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


 


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SECTION
13.02             Notices.


 


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


 


if to the Company or any Guarantor:


 


HUNTSMAN CORPORATION

500 Huntsman Way


Salt Lake City, Utah  84108

Attention:  Office of General Counsel


 


with a copy to:


 


Skadden, Arps, Slate, Meagher, & Flom LLP

Four Times Square

New York, NY  10036

Attention:  Phyllis Korff


 


if to the Trustee:


 


Wilmington Trust Company

1100 North Market Street

Wilmington, DE  19890

Attention:  Corporate Trust
Administration


 


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


 


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


 


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


 


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SECTION
13.03             Communications by Holders with
Other Holders.


 


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


 


SECTION
13.04             Certificate and Opinion as to
Conditions Precedent.


 


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


 


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


 


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


 


SECTION
13.05             Statements Required in
Certificate or Opinion.


 


Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture, shall include:


 


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


 


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


 


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


 


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


 


SECTION
13.06             Rules by Trustee, Paying Agent,
Registrar.


 


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


 


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SECTION
13.07             Legal Holidays.


 


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


 


SECTION
13.08             Governing Law.


 


THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  Each of the parties hereto agrees to submit
to the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to this Indenture or the Notes.


 


SECTION
13.09             No Adverse Interpretation of
Other Agreements.


 


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


 


SECTION
13.10             No Recourse Against Others.


 


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


 


SECTION
13.11             Successors.


 


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


 


SECTION
13.12             Duplicate Originals.


 


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


 


SECTION
13.13             Severability.


 


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


 


75

















 


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


 


SECTION
13.14             Independence of Covenants.


 


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


 


76

















 


SIGNATURES


 


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


	
   

  	
  HUNTSMAN CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel D. Scruggs

  
	
   

  	
   

  	
  Name: Samuel D. Scruggs

  
	
   

  	
   

  	
  Title:  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS

  
	
   

  	
   

  	
   

  
	
   

  	
  HUNTSMAN FUELS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/  Don H. Olsen

  
	
   

  	
   

  	
  Petrostar Fuels LLC, its
  Manager

  
	
   

  	
   

  	
  Name:  Don H. Olsen

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  PETROSTAR FUELS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/  Don H. Olsen

  
	
   

  	
   

  	
  Name:  Don H. Olsen

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  PETROSTAR INDUSTRIES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/  Sean Douglas

  
	
   

  	
   

  	
  Name:  Sean Douglas

  
	
   

  	
   

  	
  Title:  Vice President

  



 


 

















 


	
   

  	
  AIRSTAR CORPORATION

  
	
   

  	
  HUNTSMAN CHEMICAL
  CORPORATION

  
	
   

  	
  HUNTSMAN PETROCHEMICAL
  CORPORATION

  
	
   

  	
  HUNTSMAN POLYMERS
  CORPORATION

  
	
   

  	
  JK HOLDINGS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel D. Scruggs

  
	
   

  	
   

  	
  Name: Samuel D. Scruggs

  
	
   

  	
   

  	
  Title:  Vice President/Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  HUNTSMAN AUSTRALIA, INC.

  
	
   

  	
  HUNTSMAN CHEMICAL FINANCE
  CORPORATION

  
	
   

  	
  HUNTSMAN CHEMICAL
  PURCHASING CORPORATION

  
	
   

  	
  HUNTSMAN ENTERPRISES, INC.

  
	
   

  	
  HUNTSMAN FAMILY
  CORPORATION

  
	
   

  	
  HUNTSMAN GROUP HOLDINGS
  FINANCE CORPORATION

  
	
   

  	
  HUNTSMAN GROUP INTELLECTUAL
  PROPERTY HOLDINGS CORPORATION

  
	
   

  	
  HUNTSMAN HEADQUARTERS
  CORPORATION

  
	
   

  	
  HUNTSMAN INTERNATIONAL
  CHEMICALS CORPORATION

  
	
   

  	
  HUNTSMAN INTERNATIONAL
  TRADING CORPORATION

  
	
   

  	
  HUNTSMAN MA INVESTMENT
  CORPORATION

  
	
   

  	
  HUNTSMAN MA SERVICES
  CORPORATION

  
	
   

  	
  HUNTSMAN PETROCHEMICAL
  CANADA HOLDINGS CORPORATION

  
	
   

  	
  HUNTSMAN PETROCHEMICAL
  FINANCE CORPORATION

  
	
   

  	
  HUNTSMAN PETROCHEMICAL
  PURCHASING CORPORATION

  
	
   

  	
  HUNTSMAN POLYMERS HOLDINGS
  CORPORATION

  
	
   

  	
  PETROSTAR INDUSTRIES LLC

  
	
   

  	
  POLYMER MATERIALS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel D. Scruggs

  
	
   

  	
   

  	
  Name: Samuel D. Scruggs

  
	
   

  	
   

  	
  Title:  Vice President

  
				



 

















 


	
   

  	
  WILMINGTON TRUST
  COMPANY, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sandra R. Ortiz

  
	
   

  	
   

  	
  Name: Sandra R. Ortiz

  
	
   

  	
   

  	
  Title:  Financial Services Officer

  



 

















EXHIBIT
A


 


[FORM OF
AMENDED AND RESTATED FIXED RATE NOTE]


 


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


 

















 


HUNTSMAN
CORPORATION


 


9-1/2% Senior
Subordinated Note due 2007


 


	
  No.

  	
   

  	
  $

  



 


HUNTSMAN CORPORATION, a Utah corporation (the “Company”), for value
received, promises to pay to CEDE & CO. or registered assigns, the
principal sum of
                            
Dollars, on July 1, 2007.


 


Interest Payment Dates:  January
1 and July 1


 


Record Dates:  December 15 and
June 15


 


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


 

















 


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


 


	
  Dated:

  	
   

  
	
   

  	
  HUNTSMAN CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Trustee’s Certificate of
Authentication


 


This is one of the 9-1/2% Senior Subordinated Notes due 2007 referred
to in the within-mentioned Indenture.


 


	
  Dated:

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY,   as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signature

  



 

















 


(REVERSE OF
NOTE)


 


9-1/2% Senior
Subordinated Note due 2007


 


1.       Interest.  HUNTSMAN CORPORATION, a Utah corporation
(the “Company”), promises to pay interest on the principal amount of this Note
at the rate per annum shown above. 
Interest on the Notes will accrue from the most recent date on which
interest has been paid or, if no interest has been paid, from July 10,
1997.  The Company will pay interest
semi-annually in arrears on each January 1 and July 1 (each, an “Interest
Payment Date”) and at stated maturity, commencing on January 1, 1998.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


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


 


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


 


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


 


4.       Indenture.  The Company issued the Notes under an
Indenture, dated as of July 10, 1997 (the “Indenture”), among the Company,
each of the Guarantors named therein and the Trustee.  This Note is one of a duly authorized issue of Notes of the
Company designated as its 9-1/2% Senior Subordinated Notes due 2007 (the “Fixed
Rate Notes”), limited (except as otherwise provided in the Indenture) in
aggregate principal amount to $275,000,000, which may be issued under the
Indenture.  The Notes include the Fixed
Rate Notes and the Floating Rate Notes (as defined in the Indenture and,
together with the Fixed Rate Notes, the “Notes”).  The Fixed Rate Notes and the Floating Rate Notes are treated as a
single class of securities under the Indenture unless otherwise specified in
the Indenture.  Capitalized terms used
herein shall have the meanings assigned to them in this Indenture unless
otherwise defined herein.  The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) (the “TIA”), as in effect on the date of the
Indenture.  Notwithstanding anything to
the contrary herein, the Notes are subject to all such terms, and Holders of
Notes are referred to the Indenture and the TIA for a statement of them.  The Notes are senior subordinated unsecured
obligations of the Company.


 

















 


5.       Optional Redemption.  (a) The Fixed Rate Notes will be redeemable,
at the Company’s option, in whole at any time or in part from time to time, on
and after July 1, 2002, upon not less than 30 nor more than 60 days’
notice, at the following redemption prices (expressed as percentages of the
principal amount thereof) if redeemed during the twelve-month period commencing
on July 1 of the year set forth below, plus, in each case, accrued and
unpaid interest thereon, if any, to the date of redemption:




	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2002

  	
   

  	
  104.750

  	
  %

  
	
  2003

  	
   

  	
  103.167

  	
  %

  
	
  2004

  	
   

  	
  101.583

  	
  %

  
	
  2005 and thereafter

  	
   

  	
  100.000

  	
  %

  






 


(b)     At
any time, or from time to time, on or prior to July 1, 2000, the Company
may, at its option, use the net cash proceeds of one or more Equity Offerings
(as defined below) to redeem up to 33% of the aggregate principal amount of the
Fixed Rate Notes originally issued at a redemption price equal to 109.5% of the
principal amount thereof plus accrued and unpaid interest thereon, if any, to
the date of redemption; provided, however, that at least 67% of
the principal amount of the Fixed Rate Notes originally issued remain
outstanding immediately after any such redemption.  In order to effect the foregoing redemption with the proceeds of
any Equity Offering, the Company shall make such redemption not more than
120 days after the consummation of any such Equity Offering.


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


14.     Restrictive Covenants.  Intentionally omitted.


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


20.     Governing Law.  This Note shall be governed by, and construed
in accordance with, the laws of the State of New York without giving effect to
applicable principles of conflicts of laws to the extent that the application
of the laws of another jurisdiction would be required thereby.


 


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


 


22.     CUSIP Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes as a convenience to the Holders
of the Notes.  No representation is made
as to the accuracy of such numbers as printed on the Notes and reliance may be
placed only on the other identification numbers printed hereon.


 


23.     Registration Rights.  Intentionally omitted.


 


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


 


25.     Guarantees.  This Note will be entitled to the benefits
of certain senior subordinated Guarantees, if any, made for the benefit of the
Holders.  Reference is hereby made


 

















 


to the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of
the Guarantors, the Trustee and the Holders.


 


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


 

















 


[FORM OF
ASSIGNMENT]


 


I or we assign to


 


PLEASE INSERT SOCIAL SECURITY
OR

OTHER IDENTIFYING NUMBER


 


 


(please print or type name and address)


 


 


 


 


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


 


 


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


 


	
  Dated: 

  	
   

  	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
							



 


In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of the declaration by the Commission
of the effectiveness of a registration statement under the Securities Act of 1933,
as amended (the “Securities Act”) covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) July 10, 1999 the undersigned confirms that it has not
utilized any general solicitation or general advertising in connection with the
transfer:


 

















 


[Check One]


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


?              The transferee is an Affiliate of
the Company.


 


Unless one of the items is checked, the Trustee will refuse to register
any of the Notes evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided, however, that if
item (3), (4), (5) or (7) is checked, the Company or the Trustee may require,
prior to registering any such transfer of the Notes, in their sole discretion,
such written legal opinions, certifications (including an investment letter in
the case of box (3) or (4) and other information as the Trustee or the Company
have reasonably requested to confirm that such transfer is being made pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of l933, as amended.


 


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


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  	
   

  
	
   

  	
  (Sign exactly as name appears on the other side

  of this Note)

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
							



 


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


 

















 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE:     To be executed by an executive

  officer

  



 

















 


OPTION OF
HOLDER TO ELECT PURCHASE


 


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


 


Section 4.14
[      ] Section 4.15 [      ]


 


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


 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name appears on

  the other side of this Note)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
	
   

  	
  Participant in a recognized Signature Guarantee Medallion

  Program (or other signature guarantor program reasonably

  acceptable to the Trustee)

  
									



 

















 


EXHIBIT B


 


 


[FORM OF
AMENDED AND RESTATED FLOATING RATE NOTE]


 


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


 

















 


HUNTSMAN
CORPORATION


 


Senior
Subordinated Floating Rate Note due 2007


 


	
  No.

  	
   

  	
  $

  	
   

  	
   

  



 


HUNTSMAN CORPORATION, a Utah corporation (the “Company”), for value
received, promises to pay to
             or
registered assigns, the principal sum of            
Dollars, on July 1, 2007.


 


Interest Payment Dates:  January
1 and July 1


 


Record Dates:  December 15 and
June 15


 


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


 


B-2

















 


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


 


	
  Dated:

  	
  HUNTSMAN CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  



 


Trustee’s Certificate of
Authentication


 


This is one of the Senior Subordinated Floating Rate Notes due 2007
referred to in the within-mentioned Indenture.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON
  TRUST COMPANY,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  
					



 


B-3

















 


(REVERSE OF
NOTE)


 


Senior
Subordinated Floating Rate Note due 2007


 


1.    Interest.  HUNTSMAN CORPORATION, a Utah corporation (the “Company”),
promises to pay interest on the principal amount of this Note at the rate per
annum, reset semi-annually equal to LIBOR (as defined below) plus 3.25%, as
determined by the Calculation Agent. 
Interest on the Notes will accrue from the most recent date on which
interest has been paid or, if no interest has been paid, from July 10,
1997.  The Company will pay interest
semi-annually in arrears on each January 1 and July 1 (each, an “Interest
Payment Date”) for the period commencing on and including the immediately
preceding Interest Payment Date and ending on and including the day next preceding
the Interest Payment Date (an “Interest Period”), with the exception that the
first Interest Period shall commence on and include July 10, 1997 and end
on and include January 1, 1998, and at stated maturity, commencing on
January 1, 1998.


 


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


 


“LIBOR”, with respect to an Interest Period, shall be the rate
(expressed as a percentage per annum) for deposits in United States dollars for
a six-month period beginning on the second London Banking Day (as
defined) after the Determination Date (as defined) that appears on Telerate
Page 3750 (as defined) as of 11:00 a.m., London time on the Determination
Date.  If Telerate Page 3750 does not
include such a rate or is unavailable on a Determination Date, LIBOR for the
Interest Period shall be the arithmetic mean of the rates (expressed as a
percentage per annum) for deposits in a Representative Amount (as defined) in
United States dollars for a six-month period beginning on the second
London Banking Day after the Determination Date that appears on Reuters Screen
LIBO Page (as defined) as of 11:00 a.m., London time on the Determination
Date.  If Reuters Screen LIBO Page does
not include two or more rates or is unavailable on a Determination Date, the
Calculation Agent will request the principal London office of each of four
major banks in the London interbank market, as selected by the Calculation
Agent, to provide such bank’s offered quotation (expressed as a percentage per
annum), as of approximately 11:00 a.m., London time on such Determination Date,
to prime banks in the London interbank market for deposits in a Representative
Amount in United States dollars for a six-month period beginning on the
second London Banking Day after the Determination Date.  If at least two such offered quotations are
so provided, LIBOR for the Interest Period will be the arithmet­ic mean of such
quotations.  If fewer than two such
quotations are so provided, the Calculation Agent will request each of three
major banks in New York City, as selected by the Calculation Agent, to provide
such bank’s rate (expressed as a percentage per annum), as of approximately
11:00 a.m., New York City time on such Determination Date, for loans in a
Representative Amount in United States dollars to leading European banks for a
six-month period beginning on the second London Banking Day after the
Determination Date.  If at least two
such rates are so provided, LIBOR for the Interest Period will be the
arithmetic mean of such rates.  If fewer
than two such rates are so provided, then LIBOR for the Interest Period will be
LIBOR in effect with respect to the immediately preceding Interest Period.


 


B-4

















 


“Determination Date” with respect to an Interest Period will be the
second London Banking Day preceding the first day of the Interest Period.


 


“London Banking Day” is any day in which dealings in United States
dollars are transacted or, with respect to any future date, are expected to be
transacted in the London interbank market.


 


“Representative Amount” means a principal amount of not less than U.S.
$1,000,000 for a single transaction in the relevant market at the relevant
time.


 


“Telerate Page 3750” means the display designated as “Page 3750” on the
Dow Jones Telerate Service (or such other page as may replace Page 3750 on that
service).


 


“Reuters Screen LIBO Page” means the display designated as page “LIBO”
on The Reuters Monitor Money Rates Service (or such other page as may replace
the LIBO page on that service).


 


The amount of interest for each day that the Notes are outstanding (the
“Daily Interest Amount”) will be calculated by dividing the interest rate in
effect for such day by 360 and multiplying the result by the principal amount
of the Notes.  The amount of interest to
be paid on the Notes for each Interest Period will be calculated by adding the
Daily Interest Amounts for each day in the Interest Period.


 


All percentages resulting from any of the above calculations will be
rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded
upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or
..0987655)) and all dollar amounts used in or resulting from such calculations
will be rounded to the nearest cent (with one-half cent being rounded
upwards).


 


The interest rate on the Notes will in no event be higher than the
maximum rate permitted by New York law as the same may be modified by United
States law of general application.


 


The Calculation Agent will, upon the request of the holder of any Note,
provide the interest rate then in effect with respect to the Notes.  All calculations made by the Calculation
Agent in the absence of manifest error shall be conclusive for all purposes and
binding on the Company and the Holders of the Notes.


 


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


 


B-5

















 


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


 


4.     Indenture.  The Company issued the Notes under an
Indenture, dated as of July 10, 1997 (the “Indenture”), among the Company,
each of the Guarantors named therein and the Trustee.  This Note is one of a duly authorized issue of Notes of the
Company designated as its Senior Floating Rate Notes due 2007 (the “Floating
Rate Notes”), limited (except as otherwise provided in the Indenture) in
aggregate principal amount to $125,000,000, which may be issued under the Indenture.  The Notes include the Floating Rate Notes
and the Fixed Rate Notes (as defined in the Indenture and, together with the
Floating Rate Notes, the “Notes”).  The
Floating Rate Notes and the Fixed Rate Notes are treated as a single class of
securities under the Indenture unless otherwise specified in the
Indenture.  Capitalized terms used
herein shall have the meanings assigned to them in the Indenture unless
otherwise defined herein.  The terms of
the Notes include those stated in this Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) (the “TIA”), as in effect on the date of this
Indenture.  Notwithstanding anything to
the contrary herein, the Notes are subject to all such terms, and Holders of
Notes are referred to the Indenture and the TIA for a statement of them.  The Notes are senior subordinated unsecured
obligations of the Company.


 


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


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  1997

  	
   

  	
  105.000

  	
  %

  
	
  1998

  	
   

  	
  104.000

  	
  %

  
	
  1999

  	
   

  	
  103.000

  	
  %

  
	
  2000

  	
   

  	
  102.000

  	
  %

  
	
  2001

  	
   

  	
  101.000

  	
  %

  
	
  2002 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


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


 


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


 


B-6

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


14.     Restrictive Covenants.  Intentionally omitted.


 


B-7

















 


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


 


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


 


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


 


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


 


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


 


20.     Governing Law.  This note shall be governed by, and
construed in accordance with, the laws of the State of New York without giving
effect to applicable principles of conflicts of laws to the extent that the
application of the law of another jurisdiction would be required thereby.


 


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


 


22.     CUSIP Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes as a convenience to the Holders
of the Notes.  No representation is made
as to the accuracy of such numbers as printed on the Notes and reliance may be
placed only on the other identification numbers printed hereon.


 


B-8

















 


23.     Registration Rights.  Intentionally omitted.


 


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


 


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


 


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


 


B-9

















 


[FORM OF
ASSIGNMENT]


 


I or we assign to


 


PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER


 


 


 


(please print or type name and address)


 


 


 


 


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


 


 


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


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE:

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

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
							



 


In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of the declaration by the Commission
of the effectiveness of a registration statement under the Securities Act of
1933, as amended (the “Securities Act”) covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) July 10, 1999 the undersigned confirms that it has not
utilized any general solicitation or general advertising in connection with the
transfer:


 


B-10

















 


[Check One]


 


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


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


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


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


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


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


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


 


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


 


The transferee is an Affiliate of the Company.


 


Unless one of the items is checked, the Trustee will refuse to register
any of the Notes evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided, however, that if
item (3), (4), (5) or (7) is checked, the Company or the Trustee may require,
prior to registering any such transfer of the Notes, in their sole discretion,
such written legal opinions, certifications (including an investment letter in
the case of box (3) or (4) and other information as the Trustee or the Company
have reasonably requested to confirm that such transfer is being made pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of l933, as amended.


 


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


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  	
   

  
	
   

  	
   

  	
  (Sign exactly as name appears on the other side

  of this Note)

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
							



 


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


 


B-11

















 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE:

  	
  To be executed by an executive

  officer

  
						



 


B-12

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


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


 


Section 4.14 [      ]
Section 4.15 [      ]


 


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


 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name appears on

  the other side of this Note)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
	
   

  	
  Participant in a recognized Signature Guarantee Medallion

  Program (or other signature guarantor program reasonably

  acceptable to the Trustee)

  
									



 


B-13

















 


EXHIBIT C


 


FORM OF LEGEND
FOR GLOBAL NOTE


 


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


 


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


 


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


 


TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.16 OF THE INDENTURE.


 

















 


EXHIBIT D


 


Form of
Certificate To Be

Delivered in Connection with

Transfers to Non-QIB Accredited Investors


 


[             ],
[    ]


 


[                        ]


 


[                        ]


 


[                        ]


 


Ladies and Gentlemen:


 


In connection with our proposed purchase of [9-1/2% Senior Subordinated
Notes due 2007] [Senior Subordinated Floating Rate Notes] (the “Notes”) of
HUNTSMAN CORPORATION, a Utah corporation (the “Company”), we confirm that:


 


1.    We have received a copy of the Offering
Memorandum (the “Offering Memorandum”), dated July 2, 1997, relating to
the Notes and such other information as we deem necessary in order to make our
investment decision.  We acknowledge
that we have read and agreed to the matters stated in the section entitled
“Transfer Restrictions” of such Offering Memorandum, including the restrictions
on duplication and circulation of the Offering Memorandum.


 


2.     We understand that any subsequent
transfer of the Notes is subject to certain restrictions and conditions set
forth in the Indenture relating to the Notes (the “Indenture”) as described in
the Offering Memorandum and the undersigned agrees to be bound by, and not to
resell, pledge or otherwise transfer the Notes except in compliance with, such
restrictions and conditions and the Securities Act of 1933, as amended (the
“Securities Act”), and all applicable State securities laws.


 


3.     We understand that the offer and sale of
the Notes have not been registered under the Securities Act, and that the Notes
may not be offered or sold except as permitted in the following sentence.  We agree, on our own behalf and on behalf of
any accounts for which we are acting as hereinafter stated, that if we should
sell any Notes, we will do so only (i) to the Company or any of its
subsidiaries, (ii) inside the United States in accordance with Rule 144A under
the Securities Act to a “qualified institutional buyer” (as defined in Rule
144A under the Securities Act), (iii) inside the United States to an
institutional “accredited investor” (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
the Trustee (as defined in the Indenture) a signed letter containing certain
representations and agreements relating to the restrictions on transfer of the
Notes (the form of which letter can be obtained from the Trustee), (iv) outside
the United States in accordance with Rule 904 of Regulation S promulgated under
the Securities Act to non-U.S. persons, (v) pursuant to the exemption from
registration provided by Rule 144 under the Securities Act (if available), or
(vi) pursuant to an effective registration statement under the Securities Act,
and we further


 


D-1

















 


agree to provide to any person
purchasing any of the Notes from us a notice advising such purchaser that
resales of the Notes are restricted as stated herein.


 


4.     We are not acquiring the Notes for or on
behalf of, and will not transfer the Notes to, any pension or welfare plan (as
defined in Section 3 of the Employee Retirement Income Security Act of 1974),
except as permitted in the section entitled “Transfer Restrictions” of the
Offering Memorandum.


 


5.     We understand that, on any proposed
resale of any Notes, we will be required to furnish to the Trustee and the
Company such certification, legal opinions and other information as the Trustee
and the Company may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. 
We further understand that the Notes purchased by us will bear a legend
to the foregoing effect.


 


6.     We are an institutional “accredited
investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act) and have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our
investment in the Notes, and we and any accounts for which we are acting are
each able to bear the economic risk of our or their investment, as the case may
be.


 


7.     We are acquiring the Notes purchased by
us for our account or for one or more accounts (each of which is an
institutional “accredited investor”) as to each of which we exercise sole
investment discretion.


 


D-2

















 


You, the Company, the Trustee and others are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof
to any interested party in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  [Name of
  Transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


D-3

















 


EXHIBIT E


 


Form of
Certificate To Be Delivered

in Connection with Transfers

      Pursuant to Regulation
S     


 


[           ],
[    ]


 


[                  ]


 


[                  ]


 


[                  ]


 


[                  ]


 


	
  Re: 

  	
  Huntsman Corporation (the “Company”)

  
	
   

  	
  9-1/2% Senior Subordinated Notes due

  
	
   

  	
  2007] [Senior Subordinated Floating

  
	
   

  	
  Rates Notes] (the “Notes”)          

  	
   

  



 


Ladies and Gentlemen:


 


In connection with our proposed sale of
[$        ] aggregate principal amount
of the Notes, we confirm that such sale has been effected pursuant to and in
accordance with Regulation S under the U.S. Securities Act of 1933, as amended
(the “Securities Act”), and, accordingly, we represent that:


 


(1)           the offer of the Notes was not made
to a person in the United States;


 


(2)           either (a) at the
time the buy offer was originated, the transferee was outside the United States
or we and any person acting on our behalf reasonably believed that the
transferee was outside the United States, or (b) the transaction was executed
in, on or through the facilities of a designated off-shore securities market
and neither we nor any person acting on our behalf knows that the transaction
has been pre-arranged with a buyer in the United States;


 


(3)           no directed selling
efforts have been made in the United States in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;


 


(4)           the transaction is
not part of a plan or scheme to evade the registration requirements of the
Securities Act; and


 


(5)           we have advised the
transferee of the transfer restrictions applicable to the Notes.


 


You, the Company and counsel for the Company are entitled to rely upon
this letter and are irrevocably authorized to produce this letter or a copy
hereof to


 


F-1

















 


any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered
hereby.  Terms used in this certificate
have the meanings set forth in Regulation S.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  [Name of
  Transferor]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signature

  



 


E-2

















EXHIBIT F


 


GUARANTEE


 


For value received, the undersigned hereby unconditionally guarantees,
as principal obligor and not only as a surety, to the Holder of this Note the
cash payments in United States dollars of principal of, premium, if any, and
interest on this Note in the amounts and at the times when due and interest on
the overdue principal, premium, if any, and interest, if any, of this Note, if
lawful, and the payment or performance of all other obligations of the Company
under the Indenture (as defined below) or the Notes, to the Holder of this Note
and the Trustee, all in accordance with and subject to the terms and
limitations of this Note, Article Eleven of the Indenture and this
Guarantee.  This Guarantee will become
effective in accordance with Article Eleven of the Indenture and its terms
shall be evidenced therein.  The
validity and enforceability of any Guarantee shall not be affected by the fact
that it is not affixed to any particular Note.


 


Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Amended and Restated Indenture dated as of
          , 2002, among
HUNTSMAN CORPORATION, a Utah corporation, as issuer (the “Company”), each of
the Guarantors named therein and Wilmington Trust Company, as trustee (the
“Trustee”), as amended or supplemented (the “Indenture”).


 


The obligations of the undersigned to the Holders of Notes and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article Eleven of the Indenture and reference is hereby made to the Indenture
for the precise terms of the Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.


 


THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.  The undersigned Guarantor hereby agrees to
submit to the jurisdiction of the courts of the State of New York in any action
or proceeding arising out of or relating to this Guarantee.


 


This Guarantee is subject to release upon the terms set forth in the
Indenture.


 


F-1

















 


IN WITNESS WHEREOF, each Guarantor has caused its Guarantee to be duly
executed.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  [NAME OF
  GUARANTOR],

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


F-2