Exhibit
4.40


 


HUNTSMAN
LLC


 


$75,400,000
11 5/8% Senior Secured Notes due 2010


 


unconditionally
guaranteed as to the


payment
of principal, premium,

if any, and interest by


 


Airstar Corporation


Huntsman Australia Inc.


Huntsman Chemical Company LLC


Huntsman Chemical Finance Corporation


Huntsman Chemical Purchasing Corporation


Huntsman Enterprises Inc.


Huntsman Expandable Polymers Company, LC


Huntsman Family Corporation


Huntsman Fuels, L.P.


Huntsman Group Holdings Finance Corporation


Huntsman Group Intellectual Property Holdings Corporation


Huntsman Headquarters Corporation


Huntsman International Chemicals Corporation


Huntsman International Services Corporation


Huntsman International Trading Corporation


Huntsman MA Investment Corporation


Huntsman MA Services Corporation


Huntsman Petrochemical Canada Holdings Corporation


Huntsman Petrochemical Corporation


Huntsman Petrochemical Finance Corporation


Huntsman Petrochemical Purchasing Corporation


Huntsman Polymers Corporation


Huntsman Polymers Holdings Corporation


Huntsman Procurement Corporation


Huntsman Purchasing, Ltd.


Huntsman Specialty Chemicals Corporation


Huntsman Specialty Chemicals Holdings Corporation


JK Holdings Corporation


Petrostar Fuels LLC


Petrostar Industries LLC


Polymer Materials Inc.


 


Exchange and Registration Rights
Agreement


 

















 


December 12, 2003


 


	
  Credit Suisse First Boston LLC

  
	
  Deutsche Bank Securities Inc.

  
	
  c/o Credit Suisse First Boston LLC

  
	
   

  	
  11 Madison Avenue

  
	
   

  	
  New York, NY  10010

  



 


Ladies and Gentlemen:


 


Huntsman LLC, a Utah limited liability company (the “Company”),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) $75,400,000 aggregate
principal amount of its 11 5/8% Senior Secured Notes due 2010, which are unconditionally
guaranteed by each of the guarantors listed on Schedule I hereto.


 


On September 30, 2003, the Company issued $380,000,000 aggregate
principal amount of its 11 5/8% Senior Secured Notes due 2010 (the “Original
Notes”) under the Indenture (as defined herein).  The Securities (as defined herein) are being issued pursuant to
Section 2.18 of the Indenture and are identical to the Original Notes
other than the issue date and are entitled to the benefit of this Exchange and
Registration Rights Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


2

















 


“Effective Time” in the case of (i) an
Exchange Registration, shall mean the time and date as of which the Commission
declares the Exchange Registration Statement effective or as of which the
Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration,
shall mean the time and date as of which the Commission declares the Shelf Registration
Statement effective or as of which the Shelf Registration Statement otherwise
becomes effective.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Indenture” shall mean the Indenture,
dated as of September 30, 2003, between the Company, the Guarantors and
HSBC Bank USA, as Trustee, as the same shall be amended from time to time relating
to the Securities.


 


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


 


“Original Notes” shall have the
meaning assigned thereto in the introductory paragraphs to this Exchange and
Registration Rights Agreement.


 


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


 


3

















 


“Purchase Agreement” shall mean the
Purchase Agreement, dated as of December 3, 2003, among the Purchasers,
the Guarantors and the Company relating to the Securities.


 


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


 


“Registrable Securities” shall mean
the Securities; provided, however, that a Security shall cease to be a
Registrable Security when (i) in the circumstances contemplated by
Section 2(a) hereof, the Security has been exchanged for an Exchange Security
in an Exchange Offer as contemplated in Section 2(a) hereof (provided
that any Exchange Security that, pursuant to the last two sentences of
Section 2(a), is included in a prospectus for use in connection with
resales by broker-dealers shall be deemed to be a Registrable Security with
respect to Sections 5, 6 and 9 until resale of such Registrable Security has
been effected within the 120-day period referred to in Section 2(a)); (ii)
in the circumstances contemplated by Section 2(b) hereof, a Shelf
Registration Statement registering such Security under the Securities Act has
been declared or becomes effective and such Security has been sold or otherwise
transferred by the holder thereof pursuant to and in a manner contemplated by
such effective Shelf Registration Statement; (iii) such Security is sold
pursuant to Rule 144 under circumstances in which any legend borne by such
Security relating to restrictions on transferability thereof, under the
Securities Act or otherwise, is removed by the Company or pursuant to the
Indenture; (iv) such Security is eligible to be sold pursuant to paragraph (k)
of Rule144; or (v) such Security shall cease to be outstanding.


 


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


 


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


 


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


 


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


 


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


 


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


 


4

















 


“Securities” shall mean the 11 5/8%
Senior Secured Notes due 2010 of the Company to be issued and sold to the
Purchasers pursuant to the Purchase Agreement, and securities issued in
exchange therefor or in lieu thereof pursuant to the Indenture (other than
Exchange Securities).  Each Security is
entitled to the benefit of the guarantee provided for in the Indenture (the “Guarantee”)
and, unless the context otherwise requires, any reference herein to a
“Security,” an “Exchange Security” or a “Registrable Security” shall include a
reference to the related Guarantee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2.                                       Registration
Under the Securities Act.


 


(a)                                  Except
as set forth in Section 2(b) below, the Company agrees to use its
reasonable best efforts to file under the Securities Act no later than 150 days
after September 30, 2003, a registration statement relating to an offer to
exchange (such registration statement, the “Exchange Registration Statement,”
and such offer, the “Exchange Offer”) any and all of the Registrable Securities
for a like aggregate principal amount of debt securities issued by the Company
and guaranteed by the Guarantors, which debt securities and guarantee are
substantially identical to the Securities and the related Guarantees,
respectively (and are entitled to the benefits of a trust indenture which is
substantially identical to the applicable Indenture or is such Indenture and
which has been qualified under the Trust Indenture Act), except that they have
been registered pursuant to an effective registration statement under the
Securities Act and do not contain provisions for registration rights or the
Special Interest contemplated in Section 2(c) below (such new debt
securities and guarantee hereinafter called “Exchange Securities”).  The Company agrees to use its reasonable
best efforts to cause the Exchange Registration Statement to become effective
under the Securities Act as soon as practicable, but no later than 210 days
following September 30, 2003.  The
Exchange Offer will be registered under the


 


5

















 


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


 


Each holder that participates in the Exchange Offer will be required,
as a condition to its participation in the Exchange Offer, to represent to the
Company in writing (which may be contained in the applicable letter of
transmittal) (i) that any Exchange Securities to be received by it will be
acquired in the ordinary course of its business, (ii) that at the time of the
commencement of the Exchange Offer, such holder will have no arrangement or
understanding with any Person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Securities in violation of the
provisions of the Securities Act, (iii) that such holder is not an affiliate of
the Company within the meaning of the Securities Act and (iv) that such holder
is not acting on behalf of a Person who could not make the foregoing representations.  In addition, each broker-dealer that will
receive Exchange Securities for its own account in exchange for Securities that
were acquired as a result of market-making or other trading activities will be
required to represent that the Securities being tendered by such broker-dealer
were acquired in ordinary trading or market-making activities.  A broker-dealer that is not able to make the
foregoing representation will not be permitted to participate in the Exchange
Offer.


 


(b)                                 If
on or prior to the time the Exchange Offer is completed, any law or the
existing Commission interpretations are changed such that (i) the debt
securities or the related guarantee received by holders other than Restricted
Holders in the Exchange Offer for


 


6

















 


Registrable
Securities are not or would not be, upon receipt, transferable by each such
holder without restriction under the Securities Act, (ii) the Exchange Offer
has not been completed within 255 days following September 30, 2003 or
(iii) the Exchange Offer is not available to any holder of the Securities by
reason of U.S. law or Commission policy (other than due solely to the status of
such holder as an affiliate of the Company within the meaning of the Securities
Act), the Company shall, in lieu of (or, in the case of clause (iii), in
addition to) conducting the Exchange Offer contemplated by Section 2(a),
file under the Securities Act as soon as practicable, but no later than the
later of 75 days after the time such obligation to file arises, a “shelf”
registration statement providing for the registration of, and the sale on a
continuous or delayed basis by the holders of, all of the Registrable
Securities, pursuant to Rule 415 or any similar rule that may be adopted by the
Commission (such filing, the “Shelf Registration” and such registration
statement, the “Shelf Registration Statement”).  The Company agrees to use its reasonable
best efforts (x) to cause the Shelf Registration Statement to become or be
declared effective no later than 210 days after such Shelf Registration
Statement is filed and to keep such Shelf Registration Statement continuously
effective for a period ending on the earlier of the second anniversary of the
Effective Time or such time as there are no longer any Registrable Securities
outstanding, provided, however, that (I) no holder shall be
entitled to be named as a selling securityholder in the Shelf Registration
Statement or to use the prospectus forming a part thereof for resales of Registrable
Securities unless such holder is an Electing Holder and (II) the Company shall
be permitted to take any action that would suspend the effectiveness of a Shelf
Registration Statement or result in holders covered by a Shelf Registration
Statement not being able to offer and sell such Securities if (i) such action
is required by law or (ii) such action is taken by the Company in good faith
and for valid business reasons involving a material undisclosed event, and (y)
after the Effective Time of the Shelf Registration Statement, within 30 days
following the request of any holder of Registrable Securities that is not then
an Electing Holder, to take any action reasonably necessary to enable such
holder to use the prospectus forming a part thereof for resales of Registrable
Securities, including, without limitation, any action necessary to identify
such holder as a selling securityholder in the Shelf Registration Statement, provided,
however, that nothing in this clause (y) shall relieve any such
holder of the obligation to return a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(d)(iii)
hereof.  The Company further agrees to
supplement or make amendments to the Shelf Registration Statement, as and when
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
by the Securities Act or rules and regulations thereunder for shelf
registration, and the Company agrees to furnish to each Electing Holder copies
of any such supplement or amendment prior to its being used or promptly
following its filing with the Commission.


 


(c)                                  In
the event that (i) the Company has not filed the Exchange Registration
Statement or Shelf Registration Statement on or before the date on which such
registration statement is required to be filed pursuant to Section 2(a) or
2(b), respectively, or (ii) such Exchange Registration Statement or Shelf
Registration Statement has not become effective or been declared effective by
the Commission on or before the date on which such registration statement is
required to become or be declared effective pursuant to Section 2(a) or
2(b), respectively, or (iii) the Exchange Offer has not been completed within
45 days after the initial effective date of the Exchange Registration Statement
relating to the Exchange Offer (if the Exchange Offer is then required to be
made) or (iv) any Exchange Registration Statement or


 


7

















 


Shelf Registration
Statement required by Section 2(a) or 2(b) hereof is filed and declared
effective but shall thereafter either be withdrawn by the Company or shall
become subject to an effective stop order issued pursuant to Section 8(d)
of the Securities Act suspending the effectiveness of such registration
statement (except as specifically permitted herein) without being succeeded
immediately by an additional registration statement filed and declared
effective (each such event referred to in clauses (i) through (iv), a “Registration
Default” and each period during which a Registration Default has occurred
and is continuing, a “Registration Default Period”), then, as liquidated
damages for such Registration Default, subject to the provisions of
Section 9(b), special interest (“Special Interest”), in addition to
the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90
days of the Registration Default Period, at a per annum rate of 0.50% for the
second 90 days of the Registration Default Period, at a per annum rate of 0.75%
for the third 90 days of the Registration Default Period and at a per annum
rate of 1.0% thereafter for the remaining portion of the Registration Default
Period; provided,
however, that Special Interest shall not accrue if the failure of
the Company to comply with its obligations hereunder is a result of the failure
of any of the holders, underwriters, Purchasers or placement or sales agents to
fulfill their respective obligations hereunder, and, provided, further,
Special Interest shall only accrue until, but excluding, the earlier of (1) the
date on which such Registration Default has been cured or (2) the date on which
the Securities accruing such Special Interest cease to be Registrable
Securities.


 


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


 


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


 


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


 


3.                                       Registration
Procedures.


 


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


 


8

















 


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


 


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


 


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


 


(i)                  use
its reasonable best efforts to prepare and file with the Commission, as soon as
practicable but no later than 150 days after September 30, 2003, an Exchange
Registration Statement on any form which may be utilized by the Company and
which shall permit the Exchange Offer and resales of Exchange Securities by
broker-dealers during the Resale Period to be effected as contemplated by
Section 2(a), and use its best reasonable efforts to cause such Exchange
Registration Statement to become effective as soon as practicable thereafter,
but no later than 210 days following September 30, 2003;


 


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


 


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


 


9

















 


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


 


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


 


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


 


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


 


10

















 


documents or limited liability agreement or any other agreement between
it and its stockholders or members;


 


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


 


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


 


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


 


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


 


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


 


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


 


11

















 


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


 


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


 


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


 


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


 


12

















 


amendment or supplement to such prospectus in order that such Shelf
Registration Statement, prospectus, amendment or supplement, as the case may
be, complies with applicable requirements of the federal securities laws and
the rules and regulations of the Commission and does not contain an untrue
statement of a material fact or omit to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing;


 


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


 


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


 


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


 


13

















 


other terms of the offering of the Registrable Securities to be sold by
such Electing Holder or agent or to such underwriters; and make all required
filings of such prospectus supplement or post-effective amendment promptly
after notification of the matters to be incorporated in such prospectus
supplement or post-effective amendment;


 


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


 


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


 


14

















 


limited liability agreement or any other agreement between it and its
stockholders or members;


 


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


 


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


 


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


 


15

















 


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


 


16

















 


(xvi)  notify in writing each
holder of Registrable Securities of any proposal by the Company to amend or
waive any provision of this Exchange and Registration Rights Agreement in any
material respect pursuant to Section 9(h) hereof and of any such amendment
or waiver effected pursuant thereto, each of which notices shall contain the
text of the amendment or waiver proposed or effected, as the case may be;


 


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


 


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


 


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


 


17

















 


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


 


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


 


4.                                       Registration
Expenses.


 


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


 


18

















 


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


 


5.                                       Representations
and Warranties.


 


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


 


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


 


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


 


19

















 


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


 


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


 


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


 


6.                                       Indemnification.


 


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


 


20

















 


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


 


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


 


21

















 


the proceeds
to be received by such Electing Holder from the sale of such Electing Holder’s
Registrable Securities pursuant to such registration.


 


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


 


(d)                                 Contribution.  If for any reason the
indemnification provisions contemplated by Section 6(a) or
Section 6(b) above are unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and the indemnified party in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations.  The relative
fault of such indemnifying party and indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by such indemnifying party or by
such indemnified party, and the parties’ relative intent, knowledge, access to
information and


 


22

















 


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


 


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


 


7.                                       Underwritten
Offerings.


 


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


 


(b)                                 Participation
by Holders.  Each holder of
Registrable Securities hereby agrees with each other such holder that no such
holder may participate in any underwritten offering hereunder unless such
holder (i) agrees to sell such holder’s Registrable Securities on


 


23

















 


the basis
provided in any underwriting arrangements approved by the persons entitled hereunder
to approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.


 


8.                                       Rule 144.


 


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


 


9.                                       Miscellaneous.


 


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


 


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


 


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


 


24

















 


to the other
in writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.


 


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


 


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


 


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


 


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


 


(h)                                 Entire
Agreement; Amendments.  This
Exchange and Registration Rights Agreement and the other writings referred to
herein (including the Indenture and the form of Securities) or delivered
pursuant hereto which form a part hereof contain the entire understanding of
the parties with respect to its subject matter.  This Exchange and Registration Rights Agreement supersedes all
prior agreements and understandings between the parties with respect to its
subject matter.  This Exchange and
Registration Rights Agreement may be amended and the observance of any term of
this Exchange and Registration Rights Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively) only by
a written instrument duly executed by the Company and the holders of at


 


25

















 


least a
majority in aggregate principal amount of the Registrable Securities at the
time outstanding.  Each holder of any of
the Registrable Securities at the time or thereafter outstanding shall be bound
by any amendment or waiver effected pursuant to this Section 9(h), whether
or not any notice, writing or marking indicating such amendment or waiver
appears on such Registrable Securities or is delivered to such holder.


 


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


 


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


 


26

















 


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


 


 


	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Huntsman LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Samuel D. Scruggs

  	
   

  	
   

  
	
   

  	
  Name: Samuel D. Scruggs

  	
   

  
	
   

  	
  Title: Executive Vice President

  	
   

  
				



 


S-1

















 


 


GUARANTORS


 


Huntsman Specialty
Chemicals Corporation


Huntsman Specialty
Chemicals Holdings Corporation


Huntsman Chemical
Purchasing Corporation


Huntsman
International Chemicals Corporation


Huntsman
International Trading Corporation


Huntsman
Petrochemical Purchasing Corporation


Polymer Materials
Inc.


Airstar Corporation


Huntsman Procurement
Corporation


JK Holdings
Corporation


Huntsman Australia Inc.


Huntsman Chemical Finance Corporation


Huntsman Enterprises Inc.


Huntsman Family Corporation


Huntsman Group Holdings Finance Corporation


Huntsman Group Intellectual Property Holdings
Corporation


Huntsman International Services Corporation


Huntsman MA Investment Corporation


Huntsman MA Services Corporation


Huntsman Petrochemical Finance Corporation


Huntsman Expandable Polymers
Company, LC


By:  Huntsman International
Chemicals Corporation, its Manager


Huntsman
Petrochemical Canada Holdings Corporation


Huntsman Polymers
Holdings Corporation


Huntsman Chemical Company LLC


Huntsman Petrochemical Corporation


Huntsman Polymers Corporation


Huntsman Fuels, L.P.


By: 
Petrostar Fuels LLC, its General Partner


Petrostar Fuels LLC


Huntsman Purchasing,
Ltd.


By:  Huntsman Procurement
Corporation, its General Partner


Petrostar Industries
LLC


Huntsman Headquarters
Corporation


 


 


	
  By:

  	
   /s/ Samuel
  D. Scruggs

  	
   

  
	
   

  	
  Name: Samuel D. Scruggs

  
	
   

  	
  Title: Vice President

  



 


S-2

















 


Accepted as of the date
hereof:


 


 


Credit Suisse First
Boston LLC


Deutsche Bank
Securities Inc.


 


 


	
  By:  Credit
  Suisse First Boston LLC

  
	
   

  
	
   

  
	
  By:

  	
   /s/ David Faris

  	
   

  
	
   

  	
  Name:
  David Faris

  
	
   

  	
  Title:
  Director

  



 


S-3

















 


SCHEDULE I


 


	
  GUARANTORS

  	
   

  	
  JURISDICTION 

  OF

  ORGANIZATION

  
	
  Airstar Corporation

  	
   

  	
  Utah

  
	
  Huntsman Australia Inc.

  	
   

  	
  Utah

  
	
  Huntsman Chemical Company LLC

  	
   

  	
  Utah

  
	
  Huntsman Chemical Finance Corporation

  	
   

  	
  Utah

  
	
  Huntsman Chemical Purchasing Corporation

  	
   

  	
  Utah

  
	
  Huntsman Enterprises Inc.

  	
   

  	
  Utah

  
	
  Huntsman Expandable Polymers Company, LC

  	
   

  	
  Utah

  
	
  Huntsman Family Corporation

  	
   

  	
  Utah

  
	
  Huntsman Fuels, L.P.

  	
   

  	
  Texas

  
	
  Huntsman Group Holdings Finance Corporation

  	
   

  	
  Utah

  
	
  Huntsman Group Intellectual Property Holdings Corporation

  	
   

  	
  Utah

  
	
  Huntsman Headquarters Corporation

  	
   

  	
  Utah

  
	
  Huntsman International Chemicals Corporation

  	
   

  	
  Utah

  
	
  Huntsman International Services Corporation

  	
   

  	
  Texas

  
	
  Huntsman International Trading Corporation

  	
   

  	
  Delaware

  
	
  Huntsman MA Investment Corporation

  	
   

  	
  Utah

  
	
  Huntsman MA Services Corporation

  	
   

  	
  Utah

  
	
  Huntsman Petrochemical Canada Holdings Corporation

  	
   

  	
  Utah

  
	
  Huntsman Petrochemical Corporation

  	
   

  	
  Delaware

  
	
  Huntsman Petrochemical Finance Corporation

  	
   

  	
  Utah

  
	
  Huntsman Petrochemical Purchasing Corporation

  	
   

  	
  Utah

  
	
  Huntsman Polymers Corporation

  	
   

  	
  Delaware

  
	
  Huntsman Polymers Holdings Corporation

  	
   

  	
  Utah

  
	
  Huntsman Procurement Corporation

  	
   

  	
  Utah

  
	
  Huntsman Purchasing, Ltd.

  	
   

  	
  Utah

  
	
  Huntsman Specialty Chemicals Corporation

  	
   

  	
  Delaware

  
	
  Huntsman Specialty Chemicals Holdings Corporation

  	
   

  	
  Utah

  
	
  JK Holdings Corporation

  	
   

  	
  Delaware

  
	
  Petrostar Fuels LLC

  	
   

  	
  Delaware

  
	
  Petrostar Industries LLC

  	
   

  	
  Delaware

  
	
  Polymer Materials Inc.

  	
   

  	
  Utah

  



 

















 


Exhibit
A


 


Huntsman
LLC


 


INSTRUCTION TO DTC PARTICIPANTS


 


(Date of Mailing)


 


URGENT
- IMMEDIATE ATTENTION REQUESTED


 


DEADLINE FOR
RESPONSE:  [DATE]
*


 


The Depository Trust Company (“DTC”) has identified you as a DTC
Participant through which beneficial interests in the Huntsman LLC (the “Company”)
11 5/8% Senior Secured Notes due 2010 (the “Securities”) are held.


 


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


 


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


 












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


 

















 


Huntsman LLC


 


Notice of Registration Statement

and

Selling Securityholder Questionnaire


 


(Date)


 


Reference is hereby made to the Exchange and Registration Rights
Agreement (the “Exchange and Registration Rights Agreement”) among
Huntsman LLC (the “Company”), the Guarantors named therein and the
Purchasers named therein.  Pursuant to
the Exchange and Registration Rights Agreement, the Company has filed with the
United States Securities and Exchange Commission (the “Commission”) a
registration statement on Form [    ] (the “Shelf
Registration Statement”) for the registration and resale under Rule 415 of
the Securities Act of 1933, as amended (the “Securities Act”), of the
Company’s 11 5/8% Senior Secured Notes due 2010 (the “Securities”).  A copy of the Exchange and Registration
Rights Agreement has been filed as an exhibit to the Shelf Registration
Statement.  All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Exchange and Registration Rights Agreement.


 


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


 


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


 


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


 


2

















 


ELECTION


 


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


 


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


 


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


 


3

















 


QUESTIONNAIRE


 


	
  (1)

  	
  (a)

  	
  Full Legal Name of Selling Securityholder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  Address for Notices to Selling Securityholder:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
   

  	
   

  
	
   

  	
  Fax:

  	
   

  	
   

  
	
   

  	
  Contact Person:

  	
   

  	
   

  
					



 


(3)                                  Beneficial
Ownership of Securities:


 


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


 


(a)                                  Principal amount of
Registrable Securities beneficially
owned:               


 


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


 


(b)                                 Principal amount of
Securities other than Registrable Securities beneficially owned:


 


 


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


 


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


 


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


 


(4)                                  Beneficial
Ownership of Other Securities of the Company:


 


4

















 


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


 


State any exceptions here:


 


(5)                             Relationships with the Company:


 


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


 


State any exceptions here:


 


(6)                             Plan of Distribution:


 


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


 


State any exceptions here:


 


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


 


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


 


5

















 


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


 


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


 


	
  (i)  To
  the Company:

  	
  Huntsman LLC

  
	
   

  	
   

  
	
   

  	
  500 Huntsman
  Way

  
	
   

  	
   

  
	
   

  	
  Salt Lake City, Utah  84108

  
	
   

  	
   

  
	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
  (ii)  With
  a copy to:

  	
  Skadden,
  Arps, Slate, Meagher & Flom LLP

  
	
   

  	
   

  
	
   

  	
  Four Times Square

  
	
   

  	
   

  
	
   

  	
  New York, New York  10036

  
	
   

  	
   

  
	
   

  	
  Attention: Phyllis Korff

  



 


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


 


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


 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Selling Securityholder

  
					



 


6

















 


 


	
   

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

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


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


 


	
   

  	
  Huntsman LLC

  
	
   

  	
   

  
	
   

  	
  500 Huntsman Way

  
	
   

  	
   

  
	
   

  	
  Salt Lake City, Utah  84108

  



 


7

















Exhibit
B


 


NOTICE OF TRANSFER PURSUANT TO REGISTRATION
STATEMENT


 


HSBC Bank USA


Huntsman LLC


c/o HSBC Bank USA


452 Fifth Avenue


New York, New York  10018


Attention:  Huntsman
Administrator


 


	
   

  	
  Re:

  	
  Huntsman LLC (the “Company”)

  
	
   

  	
   

  	
  11 5/8% Senior Secured Notes due 2010

  



 


Dear Sirs:


 


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


 


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


 


Dated:


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  (Authorized Signature)