Exhibit 4.27


 




 





 


AMENDED AND RESTATED INDENTURE

Dated as of June 14, 2002


 


Among


 


HUNTSMAN CORPORATION, as Issuer,


 


each of the Guarantors named herein


 


 


and


 


 


WILMINGTON TRUST COMPANY, as Trustee


 


 












 


$200,000,000


 


9 1/2% Senior Subordinated Notes due 2007


 




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DEFINITIONS; INCORPORATION BY REFERENCE AND
  EFFECTIVENESS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.01

  	
   

  	
  Definitions.

  	
   

  
	
  SECTION 1.02

  	
   

  	
  Incorporation by Reference of TIA.

  	
   

  
	
  SECTION 1.03

  	
   

  	
  Rules of Construction.

  	
   

  
	
  SECTION 1.04

  	
   

  	
  Effectiveness.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE NOTES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.01

  	
   

  	
  Form and Dating.

  	
   

  
	
  SECTION 2.02

  	
   

  	
  Execution and Authentication; Aggregate
  Principal Amount.

  	
   

  
	
  SECTION 2.03

  	
   

  	
  Registrar and Paying Agent.

  	
   

  
	
  SECTION 2.04

  	
   

  	
  Paying Agent To Hold Assets in Trust.

  	
   

  
	
  SECTION 2.05

  	
   

  	
  Holder
  Lists.

  	
   

  
	
  SECTION 2.06

  	
   

  	
  Transfer and Exchange.

  	
   

  
	
  SECTION 2.07

  	
   

  	
  Replacement Notes.

  	
   

  
	
  SECTION 2.08

  	
   

  	
  Outstanding Notes.

  	
   

  
	
  SECTION 2.09

  	
   

  	
  Treasury Notes.

  	
   

  
	
  SECTION 2.10

  	
   

  	
  Intentionally omitted

  	
   

  
	
  SECTION 2.11

  	
   

  	
  Cancellation.

  	
   

  
	
  SECTION 2.12

  	
   

  	
  Defaulted Interest.

  	
   

  
	
  SECTION 2.13

  	
   

  	
  CUSIP Numbers.

  	
   

  
	
  SECTION 2.14

  	
   

  	
  Deposit of Moneys.

  	
   

  
	
  SECTION 2.15

  	
   

  	
  Book-Entry Provisions for Global Notes.

  	
   

  
	
  SECTION 2.16

  	
   

  	
  Special Transfer Provisions.

  	
   

  
	
  SECTION 2.17

  	
   

  	
  Interest Payments.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  REDEMPTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.01

  	
   

  	
  Notices to Trustee.

  	
   

  
	
  SECTION 3.02

  	
   

  	
  Selection of Notes To Be Redeemed.

  	
   

  
	
  SECTION 3.03

  	
   

  	
  Notice of Redemption.

  	
   

  
	
  SECTION 3.04

  	
   

  	
  Effect of Notice of Redemption.

  	
   

  
	
  SECTION 3.05

  	
   

  	
  Deposit of Redemption Price.

  	
   

  
	
  SECTION 3.06

  	
   

  	
  Notes Redeemed in Part.

  	
   

  



 


i

















 


	
  ARTICLE IV

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.01

  	
   

  	
  Payment of Notes.

  	
   

  
	
  SECTION 4.02

  	
   

  	
  Maintenance of Office or Agency.

  	
   

  
	
  SECTION 4.03

  	
   

  	
  Intentionally omitted.

  	
   

  
	
  SECTION 4.04

  	
   

  	
  Intentionally
  omitted.

  	
   

  
	
  SECTION 4.05

  	
   

  	
  Intentionally
  omitted.

  	
   

  
	
  SECTION 4.06

  	
   

  	
  Intentionally
  omitted.

  	
   

  
	
  SECTION 4.07

  	
   

  	
  Compliance Certificate; Notice of Default.

  	
   

  
	
  SECTION 4.08

  	
   

  	
  Intentionally omitted.

  	
   

  
	
  SECTION 4.09

  	
   

  	
  Reports to Holders.

  	
   

  
	
  SECTION 4.10

  	
   

  	
  Intentionally omitted.

  	
   

  
	
  SECTION 4.11

  	
   

  	
  Intentionally omitted.

  	
   

  
	
  SECTION 4.12

  	
   

  	
  Intentionally omitted.

  	
   

  
	
  SECTION 4.13

  	
   

  	
  Intentionally omitted.

  	
   

  
	
  SECTION 4.14

  	
   

  	
  Change of Control.

  	
   

  
	
  SECTION 4.15

  	
   

  	
  Limitation on Asset Sales.

  	
   

  
	
  SECTION 4.16

  	
   

  	
  Prohibition on Incurrence of Senior
  Subordinated Debt.

  	
   

  
	
  SECTION 4.17

  	
   

  	
  Intentionally omitted.

  	
   

  
	
  SECTION 4.18

  	
   

  	
  Intentionally omitted.

  	
   

  
	
  SECTION 4.19

  	
   

  	
  Intentionally omitted.

  	
   

  
	
  SECTION 4.20

  	
   

  	
  Intentionally omitted.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SUCCESSOR CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.01

  	
   

  	
  Intentionally omitted.

  	
   

  
	
  SECTION 5.02

  	
   

  	
  Intentionally omitted.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DEFAULT AND REMEDIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.01

  	
   

  	
  Events of Default.

  	
   

  
	
  SECTION 6.02

  	
   

  	
  Acceleration.

  	
   

  
	
  SECTION 6.03

  	
   

  	
  Other Remedies.

  	
   

  
	
  SECTION 6.04

  	
   

  	
  Waiver of Past Defaults.

  	
   

  
	
  SECTION 6.05

  	
   

  	
  Control by Majority.

  	
   

  
	
  SECTION 6.06

  	
   

  	
  Limitation on Suits.

  	
   

  
	
  SECTION 6.07

  	
   

  	
  Rights of Holders To Receive Payment.

  	
   

  
	
  SECTION 6.08

  	
   

  	
  Collection Suit by Trustee.

  	
   

  



 


ii

















 


	
  SECTION 6.09

  	
   

  	
  Trustee May File Proofs of Claim.

  	
   

  
	
  SECTION 6.10

  	
   

  	
  Priorities.

  	
   

  
	
  SECTION 6.11

  	
   

  	
  Undertaking for Costs.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.01

  	
   

  	
  Duties of Trustee.

  	
   

  
	
  SECTION 7.02

  	
   

  	
  Rights of Trustee.

  	
   

  
	
  SECTION 7.03

  	
   

  	
  Individual Rights of Trustee.

  	
   

  
	
  SECTION 7.04

  	
   

  	
  Trustee’s Disclaimer.

  	
   

  
	
  SECTION 7.05

  	
   

  	
  Notice of Default.

  	
   

  
	
  SECTION 7.06

  	
   

  	
  Reports by Trustee to Holders.

  	
   

  
	
  SECTION 7.07

  	
   

  	
  Compensation and Indemnity.

  	
   

  
	
  SECTION 7.08

  	
   

  	
  Replacement of Trustee.

  	
   

  
	
  SECTION 7.09

  	
   

  	
  Successor Trustee by Merger, Etc.

  	
   

  
	
  SECTION 7.10

  	
   

  	
  Eligibility; Disqualification.

  	
   

  
	
  SECTION 7.11

  	
   

  	
  Preferential Collection of Claims Against
  the Company.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DISCHARGE OF INDENTURE; DEFEASANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.01

  	
   

  	
  Termination of the Company’s Obligations.

  	
   

  
	
  SECTION 8.02

  	
   

  	
  Acknowledgment of Discharge by Trustee.

  	
   

  
	
  SECTION 8.03

  	
   

  	
  Application of Trust Money.

  	
   

  
	
  SECTION 8.04

  	
   

  	
  Repayment to the Company.

  	
   

  
	
  SECTION 8.05

  	
   

  	
  Reinstatement.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  AMENDMENTS, SUPPLEMENTS AND WAIVERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.01

  	
   

  	
  Without Consent of Holders.

  	
   

  
	
  SECTION 9.02

  	
   

  	
  With Consent of Holders.

  	
   

  
	
  SECTION 9.03

  	
   

  	
  Compliance with TIA.

  	
   

  
	
  SECTION 9.04

  	
   

  	
  Revocation and Effect of Consents.

  	
   

  
	
  SECTION 9.05

  	
   

  	
  Notation on or Exchange of Notes.

  	
   

  
	
  SECTION 9.06

  	
   

  	
  Trustee To Sign Amendments, Etc.

  	
   

  



 


iii

















 


	
  ARTICLE X

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SUBORDINATION OF NOTES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.01

  	
   

  	
  Notes Subordinated to Senior Debt.

  	
   

  
	
  SECTION 10.02

  	
   

  	
  Suspension of Payment When Senior Debt Is
  in Default.

  	
   

  
	
  SECTION 10.03

  	
   

  	
  Notes Subordinated to Prior Payment of All
  Senior Debt on Dissolution,

  Liquidation or Reorganization of Company.

  	
   

  
	
  SECTION 10.04

  	
   

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

  	
   

  
	
  SECTION 10.05

  	
   

  	
  Obligations of the Company Unconditional.

  	
   

  
	
  SECTION 10.06

  	
   

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

  	
   

  
	
  SECTION 10.07

  	
   

  	
  Application by Trustee of Assets Deposited
  with It.

  	
   

  
	
  SECTION 10.08

  	
   

  	
  No Waiver of Subordination Provisions.

  	
   

  
	
  SECTION 10.09

  	
   

  	
  Holders Authorize Trustee To Effectuate
  Subordination of Notes.

  	
   

  
	
  SECTION 10.10

  	
   

  	
  Right of Trustee To Hold Senior Debt.

  	
   

  
	
  SECTION 10.11

  	
   

  	
  No Suspension of Remedies.

  	
   

  
	
  SECTION 10.12

  	
   

  	
  No Fiduciary Duty of Trustee to Holders of
  Senior Debt.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GUARANTEE OF NOTES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11.01

  	
   

  	
  Unconditional Guarantee.

  	
   

  
	
  SECTION 11.02

  	
   

  	
  Limitations on Guarantees.

  	
   

  
	
  SECTION 11.03

  	
   

  	
  Execution and Delivery of Guarantee.

  	
   

  
	
  SECTION 11.04

  	
   

  	
  Release of a Guarantor.

  	
   

  
	
  SECTION 11.05

  	
   

  	
  Waiver of Subrogation.

  	
   

  
	
  SECTION 11.06

  	
   

  	
  Immediate Payment.

  	
   

  
	
  SECTION 11.07

  	
   

  	
  No
  Set-Off.

  	
   

  
	
  SECTION 11.08

  	
   

  	
  Obligations Absolute.

  	
   

  
	
  SECTION 11.09

  	
   

  	
  Obligations Continuing.

  	
   

  
	
  SECTION 11.10

  	
   

  	
  Obligations Not Reduced.

  	
   

  
	
  SECTION 11.11

  	
   

  	
  Obligations Reinstated.

  	
   

  
	
  SECTION 11.12

  	
   

  	
  Obligations Not Affected.

  	
   

  
	
  SECTION 11.13

  	
   

  	
  Waiver.

  	
   

  
	
  SECTION 11.14

  	
   

  	
  No Obligation To Take Action Against the
  Company.

  	
   

  
	
  SECTION 11.15

  	
   

  	
  Dealing with the Company and Others.

  	
   

  
	
  SECTION 11.16

  	
   

  	
  Default and Enforcement.

  	
   

  
	
  SECTION 11.17

  	
   

  	
  Amendment, Etc.

  	
   

  
	
  SECTION 11.18

  	
   

  	
  Acknowledgment.

  	
   

  
	
  SECTION 11.19

  	
   

  	
  Costs and Expenses.

  	
   

  
	
  SECTION 11.20

  	
   

  	
  No Merger or Waiver; Cumulative Remedies.

  	
   

  
	
  SECTION 11.21

  	
   

  	
  Survival of Obligations.

  	
   

  
	
  SECTION 11.22

  	
   

  	
  Guarantee in Addition to Other Obligations.

  	
   

  



 


iv

















 


	
  SECTION 11.23

  	
   

  	
  Severability.

  	
   

  
	
  SECTION 11.24

  	
   

  	
  Successors and Assigns.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SUBORDINATION OF GUARANTEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 12.01

  	
   

  	
  Guarantee Obligations Subordinated to
  Guarantor Senior Debt.

  	
   

  
	
  SECTION 12.02

  	
   

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

  	
   

  
	
  SECTION 12.03

  	
   

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

  	
   

  
	
  SECTION 12.04

  	
   

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

  	
   

  
	
  SECTION 12.05

  	
   

  	
  Obligations of the Guarantors
  Unconditional.

  	
   

  
	
  SECTION 12.06

  	
   

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

  	
   

  
	
  SECTION 12.07

  	
   

  	
  Application by Trustee of Assets Deposited
  with It.

  	
   

  
	
  SECTION 12.08

  	
   

  	
  No Waiver of Subordination Provisions

  	
   

  
	
  SECTION 12.09

  	
   

  	
  Holders Authorize Trustee To Effectuate
  Subordination of Guarantee Obligations.

  	
   

  
	
  SECTION 12.10

  	
   

  	
  Right of Trustee To Hold Guarantor Senior
  Indebtedness.

  	
   

  
	
  SECTION 12.11

  	
   

  	
  No Suspension of Remedies.

  	
   

  
	
  SECTION 12.12

  	
   

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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.01

  	
   

  	
  TIA
  Controls.

  	
   

  
	
  SECTION 13.02

  	
   

  	
  Notices.

  	
   

  
	
  SECTION 13.03

  	
   

  	
  Communications by Holders with Other
  Holders.

  	
   

  
	
  SECTION 13.04

  	
   

  	
  Certificate and Opinion as to Conditions
  Precedent.

  	
   

  
	
  SECTION 13.05

  	
   

  	
  Statements Required in Certificate or
  Opinion.

  	
   

  
	
  SECTION 13.06

  	
   

  	
  Rules by Trustee, Paying Agent, Registrar.

  	
   

  
	
  SECTION 13.07

  	
   

  	
  Legal Holidays.

  	
   

  
	
  SECTION 13.08

  	
   

  	
  Governing Law.

  	
   

  
	
  SECTION 13.09

  	
   

  	
  No Adverse Interpretation of Other
  Agreements.

  	
   

  
	
  SECTION 13.10

  	
   

  	
  No Recourse Against Others.

  	
   

  
	
  SECTION 13.11

  	
   

  	
  Successors.

  	
   

  
	
  SECTION 13.12

  	
   

  	
  Duplicate Originals.

  	
   

  
	
  SECTION 13.13

  	
   

  	
  Severability.

  	
   

  
	
  SECTION 13.14

  	
   

  	
  Independence of Covenants.

  	
   

  



 


v

















 


	
  Exhibit
  A

  	
   

  	
  -

  	
  Form of Note

  	
   

  
	
  Exhibit
  B

  	
   

  	
  -

  	
  Form of Legend for Global Notes

  	
   

  
	
  Exhibit
  C

  	
   

  	
  -

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

  	
   

  
	
  Exhibit
  D

  	
   

  	
  -

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

  	
   

  
	
  Exhibit
  E

  	
   

  	
  -

  	
  Form
  of Guarantee

  	
   

  
	
  Note:

  	
   

  	
   

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

  	
   

  



 


vi

















 


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


 


WHEREAS, the Company, each of the Guarantors and the Trustee are
parties to the Indenture, dated as of December 2, 1998 (the “Original
Indenture”).


 


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


 


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


 


ARTICLE I


 


DEFINITIONS; INCORPORATION BY REFERENCE AND EFFECTIVENESS


 


SECTION 1.01                     Definitions.


 


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


 


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


 


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


 


“Asset Sale” means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary
course of business), assignment or other transfer for value by the Company or
any of its Restricted Subsidiaries (including any Sale and Leaseback
Transaction) to any Person other than the Company or a Restricted Subsidiary of
the Company of (a) any Capital Stock of any Restricted Subsidiary of the
Company; or (b) any other property or assets of the Company or any Restricted
Subsidiary of the Company other than in the ordinary course of business;
provided, however, that Asset Sales shall not include (i) a transaction or
series of related transactions for which the Company or its Restricted
Subsidiaries receive aggregate consideration of less than $5


 

















 


million, (ii) the sale by Airstar Corporation of the aircraft and
related assets owned by it as of the date hereof, (iii) sales of accounts
receivable and related assets (including contract rights) of the type specified
in the definition of “Qualified Securitization Transaction” to a Securitization
Entity for the fair market value thereof, (iv) sales or grants of licenses to
use the Company’s or any Restricted Subsidiary’s patents, trade secrets,
know-how and technology to the extent that such license does not prohibit the
licensor from using the patent, trade secret, know-how or technology licensed
in North America or require the licensor to pay any fees for any such use, (v)
the sale, lease, conveyance, disposition or other transfer (A) of all or
substantially all of the assets of the Company as permitted under
Section 5.01 of the Original Indenture (it being understood that, for
purposes of this definition only, the Original Indenture is deemed to be in
full force and effect without giving effect to this Amended and Restated
Indenture), (B) of any Capital Stock or other ownership interest in or assets
or property of an Unrestricted Subsidiary or a Person which is not a
Subsidiary, (C) pursuant to any foreclosure of assets or other remedy provided
by applicable law to a creditor of the Company or any Subsidiary of the Company
with a Lien on such assets, which Lien is permitted under the Indenture;
provided that such foreclosure or other remedy is conducted in a commercially
reasonable manner or in accordance with any bankruptcy law, (D) involving only
Cash Equivalents or inventory in the ordinary course of business or obsolete
equipment in the ordinary course of business consistent with past practices of
the Company or (E) including only the lease or sublease of any real or personal
property in the ordinary course of business, (vi) the consummation of any
transaction in accordance with the terms of Section 4.03 of the Original
Indenture (it being understood that, for purposes of this definition only, the
Original Indenture is deemed to be in full force and effect without giving effect
to this Amended and Restated Indenture), and (vii) Permitted Investments.


 


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


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


“Change of Control” means (i) prior to the initial public equity
offering of the Company, the failure by Mr. Jon M. Huntsman, his spouse, direct
descendants, an entity controlled by any of the foregoing and/or by a trust of
the type described hereafter, and/or a trust for the benefit of any of the
foregoing (the “Huntsman Group”), collectively to own and control at least 51%
of the outstanding voting capital stock of the Company or (ii) after the
initial public equity offering, the occurrence of the following: (x) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), other than one or more members of the Huntsman Group, is or
becomes the “beneficial owner” (as defined in Rules


 


3

















 


13d-3 and 13d-5 under the Exchange Act, except that a person shall be
deemed to have “beneficial ownership” of all securities that such Person has
the right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of 35% or more of the then
outstanding voting capital stock of the Company other than in a transaction
having the approval of the board of directors of the Company at least a
majority of which members are Continuing Directors; or (y) Continuing Directors
shall cease to constitute at least a majority of the board of directors of the Company.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Discharged” means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Notes and to have satisfied all the obligations under this Indenture relating
to the Notes (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same upon compliance by the Company with
the provisions of Article Eight), except (i) the rights of the


 


5

















 


Holders of Notes to receive, from the trust fund described in
Article Eight, payment of the principal of and the interest on such Notes
when such payments are due, (ii) the Company’s obligations with respect to the
Notes under Sections 2.03 through 2.07, 7.07 and 7.08 and (iii) the rights,
powers, trusts, duties and immunities of the Trustee hereunder.


 


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


 


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


 


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


 


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


 


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


 


“Existing Indenture” means the indenture dated as of July 10, 1997
between the Company, the Guarantors named therein and Wilmington Trust Company
(as successor trustee), as Trustee, as may be amended or supplemented from time
to time, pursuant to which the Existing Notes were issued.


 


“Existing Notes” means the $275,000,000 aggregate principal amount of
9 1/2% Senior Subordinated Notes due 2007 and $125,000,000 aggregate
principal amount of Senior Subordinated Floating Rate Notes due 2007 issued
under the Existing Indenture.


 


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


 


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


 


“GAAP” means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting


 


6

















 


Standards Board or in such other statements by such other entity as may
be approved by a significant segment of the accounting profession of the United
States, which are in effect as of the Issue Date.


 


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


 


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


 


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


 


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


 


7

















 


represented by Disqualified Capital Stock, (v) any liability for
federal, state, local or other taxes owed or owing by such Guarantor, (vi)
Indebtedness which, when incurred and without respect to any election under
Section 1111(b) of Title 11, United States Code, is without recourse to
the Company and (vii) any Indebtedness which is, by its express terms,
subordinated in right of payment to any other Indebtedness of such Guarantor.


 


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


 


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


 


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


 


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


 


8

















 


shall be determined reasonably and in good faith by the Board of
Directors of the issuer of such Disqualified Capital Stock; provided, however,
that notwithstanding the foregoing, “Indebtedness” shall not include unsecured
indebtedness of the Company and/or its Restricted Subsidiaries incurred to
finance insurance premiums in a principal amount not in excess of the insurance
premiums to be paid by the Company and/or its Restricted Subsidiaries for a
three year period beginning on the date of any incurrence of such indebtedness.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Maturity Date” means July 1, 2007.


 


9

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Notes” means, the 9 1⁄2% Senior Subordinated Notes due 2007, issued as a
single class of securities under this Indenture.


 


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


 


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


 


“Officers’ Certificate” means, with respect to any Person, a
certificate signed by two Officers or by an Officer and either an Assistant
Treasurer or an Assistant Secretary of


 


10

















 


such Person and otherwise complying with the requirements of
Sections 13.04 and 13.05, as they relate to the making of an Officers’
Certificate, and delivered to the Trustee.


 


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


 


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


 


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


 


“Participant” has the meaning provided in Section 2.15.


 


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


 


“Permitted Investments” means (i) Investments by the Company or any
Restricted Subsidiary of the Company in any Person that is or will become
immediately after such Investment a Restricted Subsidiary of the Company or
that will merge or consolidate into the Company or a Restricted Subsidiary of
the Company, (ii) Investments in the Company by any Restricted Subsidiary of
the Company; provided that any Indebtedness evidencing such Investment is
unsecured and subordinated (other than pursuant to intercompany notes pledged
under the Credit Facilities), pursuant to a written agreement, to the Company’s
obligations under the Notes and this Indenture; (iii) investments in cash and
Cash Equivalents; (iv) loans and advances to employees and officers of the
Company and its Restricted Subsidiaries in the ordinary course of business for
travel, relocation and related expenses; (v) Currency Agreements and Interest
Swap Obligations entered into in the ordinary course of the Company’s or its
Restricted Subsidiaries’ businesses and otherwise in compliance with this
Indenture; (vi) Investments in Unrestricted Subsidiaries or joint ventures not
to exceed $100 million, plus (A) the aggregate net after-tax amount returned in
cash subsequent to July 10, 1997 on or with respect to any Investments
made in Unrestricted Subsidiaries and joint ventures whether through interest payments,
principal payments, dividends or other distributions or payments, (B) the net
after-tax cash proceeds received by the Company or any Restricted Subsidiary
subsequent to July 10, 1997 from the disposition of all or any portion of
such Investments (other than to a Subsidiary of the Company), (C) upon
redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the
fair market value of such Subsidiary and (D) the net cash proceeds received by
the Company subsequent to July 10, 1997 from the issuance of Specified
Venture Capital Stock; (vii) Investments in securities received pursuant to any
plan of reorganization or similar arrangement upon the bankruptcy or


 


11

















 


insolvency of any debtors of the Company or its Restricted
Subsidiaries; (viii) Investments made by the Company or its Restricted
Subsidiaries as a result of consideration received in connection with an Asset
Sale made in compliance with Section 4.15; (ix) Investments existing on
the Issue Date; (x) any Investment by the Company or a Wholly Owned Subsidiary
of the Company in a Securitization Entity or any Investment by a Securitization
Entity in any other Person in connection with a Qualified Securitization
Transaction; provided that any Investment in a Securitization Entity is in the
form of a Purchase Money Note or an equity interest; (xi) Investments not to
exceed $70 million at any one time in an Ethylene Joint Venture; and (xii)
additional Investments in an aggregate amount not exceeding $25 million at any
one time outstanding.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


12

















 


rights) which are customarily transferred or in respect of which
security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable.


 


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


 


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


 


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


 


“Registrar” has the meaning provided in Section 2.03.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


13

















 


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


 


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


 


“Senior Debt” means the principal of, premium, if any, and interest
(including any interest accruing subsequent to the filing of a petition of
bankruptcy at the rate provided for in the documentation with respect thereto,
whether or not such interest is an allowed claim under applicable law) on any
Indebtedness of the Company, whether outstanding on the Issue Date or
thereafter created, incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to the Notes. Without limiting the generality
of the foregoing, “Senior Debt” shall also include the principal of, premium,
if any, interest (including any interest accruing subsequent to the filing of a
petition of bankruptcy at the rate provided for in the documentation with
respect thereto, whether or not such interest is an allowed claim under
applicable law) on, and all other amounts owing in respect of, (x) all monetary
obligations of every nature of the Company under the Credit Facilities,
including, without limitation, obligations to pay


 


14

















 


principal and interest, reimbursement obligations under letters of
credit, fees, expenses and indemnities, (y) all Interest Swap Obligations and
(z) all Obligations under Currency Agreements and Commodity Agreements, in each
case whether outstanding on the Issue Date or thereafter incurred.
Notwithstanding the foregoing, “Senior Debt” shall not include (i) any
Indebtedness of the Company to a Restricted Subsidiary of the Company or any
Affiliate of the Company or any of such Affiliate’s Subsidiaries, (ii)
Indebtedness to, or guaranteed on behalf of, any shareholder, director, officer
or employee of the Company or any Subsidiary of the Company (including, without
limitation, amounts owed for compensation), (iii) Indebtedness to trade
creditors and other amounts incurred in connection with obtaining goods,
materials or services, (iv) Indebtedness represented by Disqualified Capital
Stock, (v) any liability for federal, state, local or other taxes owed or owing
by the Company, (vi) Indebtedness which, when incurred and without respect to
any election under Section 1111(b) of Title 11, United States Code, is
without recourse to the Company and (vii) any Indebtedness which is, by its
express terms, subordinated in right of payment to any other Indebtedness of
the Company.


 


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


 


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


 


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


 


“Term Loan Agreement” means the Term Loan Agreements, dated as of
October 23, 1996 and as amended, among the Company, the lenders party
thereto in their capacities as lenders thereunder and Bankers Trust Company, as
agent, together with the related documents thereto (including, without
limitation, any guarantee agreements and security documents), in each case as
such agreements may be amended (including any amendment and restatement
thereof), supplemented or otherwise modified from time to time, including any
agreement extending the maturity of, refinancing, replacing (whether or not
contemporaneously) or otherwise restructuring (including increasing the amount
of available borrowings thereunder or adding Restricted Subsidiaries of the
Company as additional borrowers or guarantors thereunder) all or any portion of
the Indebtedness under such


 


15

















 


agreement or any successor or replacement agreement and whether by the
same or any other agent, lender or group of lenders


 


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


 


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


 


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


 


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


 


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


 


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


 


16

















 


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


 


SECTION 1.02                     Incorporation by Reference of TIA.


 


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


 


“Commission” means the SEC.


 


“indenture securities” means the Notes.


 


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


 


“indenture to be qualified” means this Indenture.


 


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


 


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


 


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


 


SECTION 1.03                     Rules of Construction.


 


Unless the context otherwise requires:


 


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


 


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


 


(3)                  “or” is not
exclusive;


 


17

















 


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


 


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


 


SECTION 1.04                     Effectiveness.


 


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


 


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


 


ARTICLE II


 


THE NOTES


 


SECTION 2.01                     Form and Dating.


 


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


 


18

















 


executed Guarantee from each of the Guarantors endorsed thereon
substantially in the form of Exhibit E hereto.


 


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


 


Notes offered and sold in reliance on Regulation S of the
Securities Act shall be issued initially in the form of one or more Global
Notes, substantially in the form set forth in Exhibit A, deposited with
the Trustee, as custodian for the Depository, duly executed by the Company (and
having an executed Guarantee from each of the Guarantors endorsed thereon) and
authenticated by the Trustee as hereinafter provided and shall bear the legend
set forth in Exhibit B.  The
aggregate principal amount of the Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depository, as hereinafter provided.


 


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


 


SECTION 2.02                     Execution and Authentication;
Aggregate Principal Amount.


 


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


 


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


 


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


 


The Trustee shall authenticate Notes for original issue in an aggregate
principal amount not to exceed $200,000,000 upon a written order of the Company
in the form of an Officers’ Certificate of the Company.  Each such written order shall specify the
amount of Notes to be authenticated and the date on which the Notes are to be
authenticated, whether (subject to Section 2.01) the Notes are to be
issued as Physical Notes or Global Notes and such other information as the
Trustee may reasonably request.  The
aggregate principal


 


19

















 


amount of Notes outstanding at any time may not exceed $200,000,000, as
provided in Sections 2.07 and 2.08.


 


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


 


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


 


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


 


SECTION 2.03                     Registrar and Paying Agent.


 


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


 


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


 


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


 


20

















 


SECTION 2.04                     Paying Agent To Hold Assets in Trust.


 


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


 


SECTION 2.05                     Holder Lists.


 


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


 


SECTION 2.06                     Transfer and Exchange.


 


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


 


21

















 


and ending at the close of business on the day of such mailing and
(ii) selected for redemption in whole or in part pursuant to
Article Three, except the unredeemed portion of any Note being redeemed in
part.


 


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


 


SECTION 2.07                     Replacement Notes.


 


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


 


SECTION 2.08                     Outstanding Notes.


 


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


 


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


 


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


 


22

















 


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


 


SECTION 2.09                     Treasury Notes.


 


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


 


SECTION 2.10                     Intentionally omitted


 


SECTION 2.11                     Cancellation.


 


The Company at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and the
Paying Agent shall forward to the Trustee any Notes surrendered to them for
transfer, exchange or payment.  The
Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent,
and no one else, shall cancel and, at the written direction of the Company,
shall dispose and deliver evidence of disposal of all Notes surrendered for
transfer, exchange, payment or cancellation. 
If the Company shall acquire any of the Notes, such acquisition shall
not operate as a redemption or satisfaction of the Indebtedness represented by
such Notes unless and until the same are surrendered to the Trustee for
cancellation pursuant to this Section 2.11.


 


SECTION 2.12                     Defaulted Interest.


 


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


 


23

















 


on the Notes will be computed on the basis of a 360-day year comprised
of twelve 30-day months, and, in the case of a partial month, the actual number
of days elapsed.


 


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


 


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


 


SECTION 2.13                     CUSIP Numbers.


 


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


 


SECTION 2.14                     Deposit of Moneys.


 


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


 


24

















 


SECTION 2.15                     Book-Entry Provisions for Global
Notes.


 


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


 


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


 


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


 


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


 


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


 


25

















 


for its beneficial interest in such Global Note, an equal aggregate
principal amount of Physical Notes of authorized denominations.


 


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


 


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


 


SECTION 2.16                     Special Transfer Provisions.


 


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


 


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


 


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


 


26

















 


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


 


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


 


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


 


(ii)           if the proposed
transferee is a Participant and the Notes to be transferred consist of Physical
Notes which after transfer are to be evidenced by an interest in the 144A
Global Note, upon receipt by the Registrar of written instructions given in
accordance with the Depository’s and the Registrar’s procedures, the Registrar
shall register


 


27

















 


the transfer and reflect on its book and records the date and an
increase in the principal amount of the 144A Global Note in an amount equal to
the principal amount of Physical Notes to be transferred, and the Trustee shall
cancel the Physical Note so transferred; and


 


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


 


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


 


(d)          Private Placement Legend.  Upon the transfer, exchange or replacement
of Notes bearing the Private Placement Legend, the Registrar or co-Registrar
shall deliver only Notes that bear the Private Placement Legend unless (i)
there is delivered to the Trustee an Opinion of Counsel reasonably satisfactory
to the Company and the Trustee to the effect that neither such legend nor the
related restrictions on transfer are required in order to maintain compliance
with the provisions of the Securities Act or (ii) such Note has been sold
pursuant to an effective registration statement under the Securities Act.


 


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


 


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


 


28

















 


SECTION 2.17                     Interest Payments.


 


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


 


ARTICLE III


 


REDEMPTION


 


SECTION 3.01                     Notices to Trustee.


 


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


 


SECTION 3.02                     Selection of Notes To Be Redeemed.


 


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


 


29

















 


SECTION 3.03                     Notice of Redemption.


 


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


 


(1)                  the Redemption
Date;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


30

















 


SECTION 3.04                     Effect of Notice of Redemption.


 


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


 


SECTION 3.05                     Deposit of Redemption Price.


 


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


 


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


 


SECTION 3.06                     Notes Redeemed in Part.


 


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


 


ARTICLE IV


 


COVENANTS


 


SECTION 4.01                     Payment of Notes.


 


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


 


31

















 


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


 


SECTION 4.02                     Maintenance of Office or Agency.


 


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


 


SECTION 4.03                     Intentionally omitted.


 


SECTION 4.04                     Intentionally
omitted.


 


SECTION 4.05                     Intentionally
omitted.


 


SECTION 4.06                     Intentionally
omitted.


 


SECTION 4.07                     Compliance Certificate; Notice of
Default.


 


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


 


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


 


SECTION 4.08                     Intentionally omitted.


 


SECTION 4.09                     Reports to Holders.


 


The Company shall:


 


32

















 


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


 


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


 


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


 


SECTION 4.10                     Intentionally omitted.


 


SECTION 4.11                     Intentionally omitted.


 


SECTION 4.12                     Intentionally omitted.


 


SECTION 4.13                     Intentionally omitted.


 


SECTION 4.14                     Change of Control.


 


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


 


(b)          Prior to the mailing of the notice referred
to below, but in any event within 30 days following any Change of Control, the
Company covenants to (i) repay in full and terminate all commitments under
Indebtedness under the Credit Facilities and all other


 


33

















 


Senior Debt the terms of which require repayment upon a Change of
Control or offer to repay in full and terminate all commitments under all
Indebtedness under the Credit Facilities and all other such Senior Debt and to
repay the Indebtedness owed to each lender which has accepted such offer or (ii)
obtain the requisite consents under the Credit Facilities and all other Senior
Debt to permit the repurchase of the Notes as provided below. The Company shall
first comply with the covenant in the immediately preceding sentence before it
shall be required to repurchase Notes pursuant to the provisions described
below. The Company’s failure to comply with the covenant described in the
immediately preceding sentence shall be governed by clause (3), and not clause
(2), of Section 6.01.


 


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


 


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


 


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


 


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


 


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


 


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


 


(6)                  that Holders
will be entitled to withdraw their election if the Paying Agent receives, not
later than the second Business Day prior to the Change of Control Payment Date,
a telegram, telex, facsimile transmission or letter setting forth the name of
the Holder, the principal amount of the Notes


 


34

















 


the Holder delivered for purchase and a statement that such Holder is
withdrawing his election to have such Note purchased;


 


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


 


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


 


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


 


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


 


35

















 


SECTION 4.15                     Limitation on Asset Sales.


 


(a)           The
Company will not, and will not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless (i) the Company or the applicable Restricted
Subsidiary, as the case may be, receives consideration at the time of such
Asset Sale at least equal to the fair market value of the assets sold or
otherwise disposed of (as determined in good faith by the Company’s Board of
Directors), (ii) at least 75% of the consideration received by the Company or
the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in
the form of cash or Cash Equivalents (provided that the amount of any
liabilities (as shown on the Company’s or such Restricted Subsidiary’s most
recent balance sheet) of the Company or any such Restricted Subsidiary (other
than liabilities that are by their terms subordinated to the Notes) that are
assumed by the transferee of any such assets shall be deemed to be cash for
purposes of this provision) and is received at the time of such disposition;
and (iii) upon the consummation of an Asset Sale, the Company shall apply, or
cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to
such Asset Sale within 410 days of receipt thereof either (A) to prepay any
Senior Debt, Guarantor Senior Debt or Indebtedness of a Restricted Subsidiary
that is not a Guarantor and, in the case of any such Indebtedness under any
revolving credit facility, effect a permanent reduction in the availability
under such revolving credit facility, (B) to make an investment in or
expenditures for properties and assets (including Capital Stock of any entity)
that replace the properties and assets that were the subject of such Asset Sale
or in properties and assets (including Capital Stock of any entity) that will
be used in the business of the Company and its Subsidiaries as existing on the
Issue Date or in businesses reasonably related thereto (“Replacement Assets”),
or (C) purchase Existing Notes pursuant to the asset sale provisions of the
indenture governing the Existing Notes or (D) a combination of prepayment,
repurchase and investment permitted by the foregoing clauses (iii)(A), (iii)(B)
and (iii)(C). On the 411th day after an Asset Sale or such earlier date, if
any, as the Board of Directors of the Company or of such Restricted Subsidiary
determines not to apply the Net Cash Proceeds relating to such Asset Sale as
set forth in clauses (iii)(A), (iii)(B), (iii)(C) and (iii)(D) of the next
preceding sentence (each, a “Net Proceeds Offer Trigger Date”), such aggregate
amount of Net Cash Proceeds which have not been applied on or before such Net
Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B),
(iii)(C) and (iii)(D) of the next preceding sentence (each a “Net Proceeds
Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to
make an offer to purchase (the “Net Proceeds Offer”) on a date (the “Net
Proceeds Offer Payment Date”) not less than 30 nor more than 45 days following
the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata
basis, that amount of Notes (and, to the extent required by the instrument
governing any Indebtedness, any other Indebtedness which ranks pari passu with
the Notes designated by the Company) equal to the Net Proceeds Offer Amount at
a price equal to 100% of the principal amount of the Notes (or, with respect to
such other Indebtedness which ranks pari passu with the Notes, at a price no
greater than the principal amount or accreted value thereof, whichever is less)
to be purchased, plus accrued and unpaid interest thereon, if any, to the date
of


 


36

















 


purchase; provided, however, that if at any time any non-cash
consideration received by the Company or any Restricted Subsidiary of the
Company, as the case may be, in connection with any Asset Sale is converted
into or sold or otherwise disposed of for cash (other than interest received
with respect to any such non-cash consideration), then such conversion or
disposition shall be deemed to constitute an Asset Sale hereunder and the Net
Cash Proceeds thereof shall be applied in accordance with this
Section 4.15. The Company shall not be required to make a Net Proceeds
Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to
or in excess of $50 million resulting from one or more Asset Sales, at which
time, the unutilized Net Proceeds Offer Amount, shall be applied as required
pursuant to this paragraph, provided, however, that the first $50 million of
Net Proceeds Offer Amount need not be applied as required pursuant to this
paragraph.


 


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


 


(b)           Notwithstanding
the two immediately preceding paragraphs, the Company and its Restricted
Subsidiaries will be permitted to consummate an Asset Sale without complying
with such paragraphs to the extent (i) at least 80% of the consideration for such
Asset Sale constitutes Replacement Assets and (ii) such Asset Sale is for fair
market value; provided, however, that any consideration not constituting
Replacement Assets received by the Company or any of its Restricted
Subsidiaries in connection with any Asset Sale permitted to be consummated
under this paragraph shall constitute Net Cash Proceeds subject to the
provisions of the two preceding paragraphs.


 


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


 


(1)                   that the Net
Proceeds Offer is being made pursuant to Section 4.15 of the Indenture,
that all Notes tendered will be accepted for


 


37

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


On or before the Net Proceeds Offer Payment Date, the Company shall
(i) accept for payment Notes or portions thereof (in integral multiples of
$1,000) validly tendered pursuant to the Net Proceeds Offer, (ii) deposit
with the Paying Agent in accordance


 


38

















 


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


 


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


 


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


 


SECTION 4.16                     Prohibition on Incurrence of
Senior Subordinated Debt.


 


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


 


39

















 


SECTION 4.17                     Intentionally omitted.


 


SECTION 4.18                     Intentionally omitted.


 


SECTION 4.19                     Intentionally omitted.


 


SECTION 4.20                     Intentionally omitted.


 


ARTICLE V


 


SUCCESSOR
CORPORATION


 


SECTION 5.01                     Intentionally omitted.


 


SECTION 5.02                     Intentionally omitted.


 


ARTICLE VI


 


DEFAULT AND
REMEDIES


 


SECTION 6.01                     Events of Default.


 


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


 


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


 


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


 


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


 


40

















 


(4)                   intentionally
omitted


 


(5)                   intentionally
omitted


 


(6)                   intentionally
omitted


 


(7)                   intentionally
omitted


 


(8)                   intentionally
omitted.


 


SECTION 6.02                     Acceleration.


 


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


 


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


 


41

















 


SECTION 6.03                     Other Remedies.


 


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


 


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


 


SECTION 6.04                     Waiver of Past Defaults.


 


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


 


SECTION 6.05                     Control by Majority.


 


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


 


SECTION 6.06                     Limitation on Suits.


 


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


 


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


 


42

















 


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


 


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


 


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


 


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


 


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


 


SECTION 6.07                     Rights of Holders To Receive Payment.


 


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


 


SECTION 6.08                     Collection Suit by Trustee.


 


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


 


SECTION 6.09                     Trustee May File Proofs of Claim.


 


The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim


 


43

















 


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


 


SECTION 6.10                     Priorities.


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 6.11                     Undertaking for Costs.


 


In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its


 


44

















 


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


 


ARTICLE VII


 


TRUSTEE


 


SECTION 7.01                     Duties of Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


45

















 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 7.02                     Rights of Trustee.


 


Subject to Section 7.01:


 


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


 


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


 


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


 


46

















 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 7.03                     Individual Rights of Trustee.


 


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


 


SECTION 7.04                     Trustee’s Disclaimer.


 


The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Notes, and it shall not be accountable for the Company’s
use of the proceeds


 


47

















 


from the Notes, and it shall not be responsible for any statement of
the Company in this Indenture or the Notes other than the Trustee’s certificate
of authentication.


 


SECTION 7.05                     Notice of Default.


 


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


 


SECTION 7.06                     Reports by Trustee to Holders.


 


Within 60 days after April 1 of each year beginning with
April 1, 1999, the Trustee shall, to the extent that any of the events
described in TIA § 313(a) occurred within the previous twelve months, but
not otherwise, mail to each Noteholder a brief report dated as of such date
that complies with TIA § 313(a). 
The Trustee also shall comply with TIA §§ 313(b) and 313(c).


 


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


 


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


 


SECTION 7.07                     Compensation and Indemnity.


 


The Company shall pay to the Trustee from time to time, and the Trustee
shall be entitled to, such compensation as may be agreed upon by the Company
and the Trustee.  The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an


 


48

















 


express trust.  The Company
shall reimburse the Trustee upon request for all reasonable out-of-pocket
expenses, disbursements and advances incurred or made by it in connection with
the performance of its duties and the discharge of its obligations under this
Indenture.  Such expenses shall include
the reasonable fees and expenses of the Trustee’s agents and counsel.


 


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


 


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


 


SECTION 7.08                     Replacement of Trustee.


 


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


 


49

















 


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


 


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


 


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


 


(4)                   the Trustee becomes
incapable of acting.


 


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


 


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


 


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


 


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


 


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


 


SECTION 7.09                     Successor Trustee by Merger, Etc.


 


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


 


50

















 


however, that such corporation shall be otherwise qualified and
eligible under this Article Seven.


 


SECTION 7.10                     Eligibility; Disqualification.


 


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


 


SECTION 7.11                     Preferential Collection of Claims
Against the Company.


 


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


 


ARTICLE VIII


 


DISCHARGE OF
INDENTURE; DEFEASANCE


 


SECTION 8.01                     Termination of the Company’s
Obligations.


 


This Indenture will be Discharged and will cease to be of further
effect and the obligations of the Company under the Notes and this Indenture
shall terminate (except that the obligations under Sections 2.03 through
2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and
immunities of the Trustee hereunder shall survive the effect of this
Article Eight) when (a) either (i) all Notes, theretofore
authenticated and delivered (except lost, stolen or destroyed Notes which have
been replaced or paid and Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust) have been
delivered to the Trustee for cancellation or (ii) all Notes not theretofore
delivered to the Trustee for cancellation have become due and payable and the
Company has irrevocably deposited or caused to be deposited with the Trustee
funds in an amount sufficient to pay and discharge the


 


51

















 


entire Indebtedness on the Notes not theretofore delivered to the
Trustee for cancellation, for principal of, premium, if any, and interest on
the Notes to the date of deposit together with irrevocable instructions from
the Company directing the Trustee to apply such funds to the payment thereof at
maturity or redemption, as the case may be; (b) the Company has paid all
other sums payable under this Indenture by the Company; and (c) the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel stating that all conditions precedent under this Indenture relating to
the satisfaction and discharge of this Indenture have been complied with;
provided, however, that such counsel may rely, as to matters of fact, on a
certificate or certificates of officers of the Company.


 


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


 


(1)                  The Company
shall have irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust, for the benefit of the Holders cash in U.S. Legal Tender,
non-callable U.S. Government Obligations or a combination thereof that,
together with the payment of interest and premium thereon and principal in
respect thereof in accordance with their terms, will be sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
all the principal of, premium, if any, and interest on the Notes on the dates
such payments are due in accordance with the terms of such Notes, as well as
the Trustee’s fees and expenses; provided, however, that no deposits made
pursuant to this Section 8.01(1) shall cause the Trustee to have a
conflicting interest as defined in and for purposes of the TIA; and provided,
further, that, as confirmed by an Opinion of Counsel, no such deposit shall
result in the Company, the Trustee or the trust becoming or being deemed to be
an “investment company” under the Investment Company Act of 1940;


 


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


 


52

















 


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


 


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


 


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


 


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


 


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


 


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


 


53

















 


amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred;
and


 


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


 


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


 


SECTION 8.02                     Acknowledgment of Discharge by
Trustee.


 


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


 


SECTION 8.03                     Application of Trust Money.


 


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


 


SECTION 8.04                     Repayment to the Company.


 


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


 


54

















 


SECTION 8.05                     Reinstatement.


 


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


 


ARTICLE IX


 


AMENDMENTS,
SUPPLEMENTS AND WAIVERS


 


SECTION 9.01                     Without Consent of Holders.


 


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


 


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


 


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


 


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


 


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


 


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


 


55

















 


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


 


SECTION 9.02                     With Consent of Holders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


56

















 


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


 


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


 


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


 


SECTION 9.03                     Compliance with TIA.


 


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


 


SECTION 9.04                     Revocation and Effect of Consents.


 


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


 


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


 


After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it makes a change described in any of clauses (1)
through (8) of Section 9.02, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Note who has consented to it and every
subsequent Holder of a Note or portion of a Note that


 


57

















 


evidences the same debt as a consenting Holder’s Note; provided,
however, that any such waiver shall not impair or affect the right of any
Holder to receive payment of principal of and interest on a Note, on or after
the respective due dates expressed in such Note, or to bring suit for the
enforcement of any such payment on or after such respective dates without the
consent of such Holder.


 


SECTION 9.05                     Notation on or Exchange of Notes.


 


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


 


SECTION 9.06                     Trustee To Sign Amendments, Etc.


 


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


 


ARTICLE X


 


SUBORDINATION
OF NOTES


 


SECTION 10.01                   Notes Subordinated to Senior Debt.


 


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


 


This Article Ten shall constitute a continuing offer to all
Persons who become holders of, or continue to hold, Senior Debt, and such
provisions are made for the benefit of


 


58

















 


the holders of Senior Debt and such holders are made obligees hereunder
and any one or more of them may enforce such provisions.


 


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


 


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


 


(b)          Unless Section 10.03 shall be
applicable, upon (1) the occurrence and continuance of any event of
default (other than a Payment Default) with respect to any Designated Senior
Debt (as such event of default is defined in the instrument creating or evidencing
such Designated Senior Debt) permitting the holders of such Designated Senior
Debt then outstanding to accelerate the maturity thereof (a “Non-payment
Default”) and (2) the earlier of (i) receipt by the Trustee and the
Company from a Representative of written notice of such occurrence stating that
such notice is a “Payment Blockage Notice” pursuant to this Section 10.02
or (ii) if such Non-payment Default results from the acceleration of the
Notes, the date of such acceleration, no payment (other than payments
previously made pursuant to Article Eight) or distribution of any assets
of the Company of any kind or character shall be made by or on behalf of the
Company or any other Person on its or their behalf on account of any
Obligations under the Notes or on account of the purchase or redemption or
other acquisition of Notes for cash or property or otherwise (except that
Holders may receive (i) shares of stock and any debt securities that are
subordinated at least to the same extent as the Notes to Senior Debt and
securities issued in exchange for Senior Debt and (ii) payments made from the
trusts described in Section 8.01) for a period (the “Payment Blockage
Period”) commencing on the date of receipt by the Trustee of the written notice
of a Non-payment Default from such Representative or the date of the
acceleration referred to in


 


59

















 


clause (ii) above, as the case may be, unless and until the
earlier to occur of the following events: 
(w) 180 days shall have elapsed since receipt of such notice or the
date of the acceleration of the Notes, as the case may be (provided no
Designated Senior Debt shall theretofore have been accelerated), (x) such
Non-payment Default shall have been cured or waived or shall have ceased to
exist, (y) such Designated Senior Debt shall have been discharged or paid
in full in cash or Cash Equivalents, or such payment duly provided for to the
satisfaction of the holders of such Designated Senior Debt, or (z) such Payment
Blockage Period shall have been terminated by written notice to the Company or
the Trustee from the Representative initiating such Payment Blockage Period or
the holders of at least a majority in principal amount of such issue of
Designated Senior Debt initiating such Payment Blockage Period, after which, in
the case of clause (w), (x), (y) or (z), the Company shall resume making any
and all required payments in respect of the Notes, including any missed
payments.  Notwithstanding anything
herein to the contrary, (x) in no event will a Payment Blockage Period or
successive Payment Blockage Periods with respect to the same payment on the
Notes extend beyond 180 days from the date the payment on the Notes was due and
(y) only one such Payment Blockage Period may be commenced within any 360
consecutive days.  For all purposes of
this Section 10.02(b), no event of default which existed or was continuing
on the date of the commencement of any Payment Blockage Period with respect to
the Designated Senior Debt of the Company initiating such Payment Blockage
Period shall be, or be made, the basis for the commencement of a second Payment
Blockage Period by the holders or by the Representative of such Designated
Senior Debt whether or not within a period of 360 consecutive days, unless such
event of default shall have been cured or waived for a period of not less than
90 consecutive days (it being acknowledged that any subsequent action, or any
breach of any financial covenants for a period commencing after the date of
commencement of such Payment Blockage Period that, in either case, would give
rise to an event of default pursuant to any provisions under which an event of
default previously existed or was continuing shall constitute a new event of
default for this purpose).


 


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


 


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


 


Upon any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to creditors upon any
liquidation, dissolution, winding-up, reorganization, assignment for the
benefit of creditors or marshaling


 


60

















 


of assets of the Company or in a bankruptcy, reorganization,
insolvency, receivership or other similar proceeding relating to the Company or
its property, whether voluntary or involuntary:


 


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


 


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


 


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


 


(d)          The consolidation of the Company with, or the
merger of the Company with or into, another Person or the liquidation or
dissolution of the Company following the conveyance, transfer or lease of its
properties and assets substantially as an entirety to another Person shall not
be deemed a liquidation, dissolution, winding-up, reorganization, assignment


 


61

















 


for the benefit of creditors or marshaling of assets of the Company, as
the case may be, for the purposes of this Article Ten.


 


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


 


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


 


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


 


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


 


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


 


SECTION 10.05                   Obligations of the Company
Unconditional.


 


Nothing contained in this Article Ten or elsewhere in this
Indenture or in the Notes is intended to or shall impair, as between the
Company and the Holders, the obligation


 


62

















 


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


 


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


 


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


 


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


 


63

















 


SECTION 10.07                   Application by Trustee of Assets
Deposited with It.


 


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


 


SECTION 10.08                   No Waiver of Subordination
Provisions.


 


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


 


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


 


64

















 


SECTION 10.09                   Holders Authorize Trustee To
Effectuate Subordination of Notes.


 


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


 


SECTION 10.10                   Right of Trustee To Hold Senior Debt.


 


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


 


SECTION 10.11                   No Suspension of Remedies.


 


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


 


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


 


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


 


The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and it undertakes to perform or observe such of its
covenants and obligations as are specifically set forth in this
Article Ten, and no implied covenants or obligations with


 


65

















 


respect to the Senior Debt shall be read into this Indenture against
the Trustee.  The Trustee shall not be
liable to any such holders (other than for its willful misconduct or gross
negligence) if it shall pay over or deliver to the Holders of Notes or the
Company or any other Person, money or assets in compliance with the terms of
this Indenture.  Nothing in this
Section 10.12 shall affect the obligation of any Person other than the
Trustee to hold such payment for the benefit of, and to pay such payment over
to, the holders of Senior Debt or their Representative.


 


ARTICLE XI


 


GUARANTEE OF
NOTES


 


SECTION 11.01                   Unconditional Guarantee.


 


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


 


Each of the Guarantors hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder


 


66

















 


of the Notes with respect to any provisions hereof or thereof, any
release of any other Guarantor, the recovery of any judgment against the
Company, any action to enforce the same, whether or not a Guarantee is affixed
to any particular Note, or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a Guarantor.  Each of the Guarantors hereby waives the
benefit of diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest, notice and all demands
whatsoever and covenants that its Guarantee shall not be discharged except by
complete performance of the obligations contained in the Notes, this Indenture
and this Guarantee.  This Guarantee is a
guarantee of payment and not of collection. 
If any Holder or the Trustee is required by any court or otherwise to
return to the Company or to any Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to the Company or such
Guarantor, any amount paid by the Company or such Guarantor to the Trustee or
such Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. 
Each Guarantor further agrees that, as between it, on the one hand, and
the Holders of Notes and the Trustee, on the other hand, (a) subject to
this Article Eleven, the maturity of the obligations guaranteed hereby may
be accelerated as provided in Article Six hereof for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and
(b) in the event of any acceleration of such obligations as provided in
Article Six hereof, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantors for the purpose of
this Guarantee.


 


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


 


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


 


SECTION 11.02                   Limitations on Guarantees.


 


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


 


67

















 


SECTION 11.03                   Execution and Delivery of Guarantee.


 


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


 


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


 


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


 


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


 


SECTION 11.04                   Release of a Guarantor.


 


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


 


68

















 


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


 


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


 


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


 


SECTION 11.05                   Waiver of Subrogation.


 


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


 


69

















 


SECTION 11.06                   Immediate Payment.


 


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


 


SECTION 11.07                   No Set-Off.


 


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


 


SECTION 11.08                   Obligations Absolute.


 


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


 


SECTION 11.09                   Obligations Continuing.


 


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


 


SECTION 11.10                   Obligations Not Reduced.


 


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


 


70

















 


SECTION 11.11                   Obligations Reinstated.


 


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


 


SECTION 11.12                   Obligations Not Affected.


 


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


 


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


 


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


 


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


 


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


 


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


 


71

















 


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


 


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


 


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


 


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


 


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


 


SECTION 11.13                   Waiver.


 


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


 


SECTION 11.14                   No Obligation To Take Action
Against the Company.


 


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


 


72

















 


SECTION 11.15                   Dealing with the Company and Others.


 


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


 


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


 


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


 


(c)          accept compromises or arrangements from the
Company;


 


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


 


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


 


SECTION 11.16                   Default and Enforcement.


 


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


 


SECTION 11.17                   Amendment, Etc.


 


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


 


SECTION 11.18                   Acknowledgment.


 


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


 


73

















 


SECTION 11.19                   Costs and Expenses.


 


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


 


SECTION 11.20                   No Merger or Waiver; Cumulative
Remedies.


 


No Guarantee shall operate by way of merger of any of the obligations
of a Guarantor under any other agreement, including, without limitation, this
Indenture.  No failure to exercise and
no delay in exercising, on the part of the Trustee or the Holders, any right,
remedy, power or privilege hereunder or under this Indenture or the Notes,
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder or under this Indenture or the
Notes preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. 
The rights, remedies, powers and privileges in the Guarantee and under
this Indenture, the Notes and any other document or instrument between a
Guarantor and/or the Company and the Trustee are cumulative and not exclusive
of any rights, remedies, powers and privilege provided by law.


 


SECTION 11.21                   Survival of Obligations.


 


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


 


SECTION 11.22                   Guarantee in Addition to Other
Obligations.


 


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


 


SECTION 11.23                   Severability.


 


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


 


74

















 


SECTION 11.24                   Successors and Assigns.


 


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


 


ARTICLE XII


 


SUBORDINATION
OF GUARANTEE


 


SECTION 12.01                   Guarantee Obligations
Subordinated to Guarantor Senior Debt.


 


Anything herein to the contrary notwithstanding, each of the
Guarantors, for itself and its successors, and each Holder, by his or her
acceptance of Guarantees, agrees that the payment of all Obligations owing to
the Holders in respect of its Guarantee (collectively, as to any Guarantor, its
“Guarantee Obligations”) is subordinated, to the extent and in the manner
provided in this Article Twelve, to the prior payment in full in cash or
Cash Equivalents, or such payment duly provided for to the satisfaction of the
holders of Guarantor Senior Debt, of all Obligations on Guarantor Senior Debt
of such Guarantor, including without limitation, the Guarantors’ obligations under
the Credit Facilities.


 


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


 


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


 


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


 


75

















 


have been discharged or paid in full in cash or Cash Equivalents, or
such payment duly provided for to the satisfaction of the holders of Guarantor
Senior Debt, after which such Guarantor shall resume making any and all
required payments in respect of its obligations under this Guarantee, including
any missed payments.


 


Unless Section 12.03 shall be applicable upon (1) the occurrence
of any event of default (other than a Payment Default) with respect to any
Designated Senior Debt of a Guarantor (as such event of default is defined in
the instrument creating or evidencing such Designated Senior Debt of a
Guarantor) and (2) the earlier of (i) receipt by the Trustee, the
Company and such Guarantor from a Representative of written notice of such
occurrence stating that such notice is a “Payment Blockage Notice” pursuant to
this Section 12.02 or (ii) if such Non-payment Default results from
the acceleration of the Securities, the date of the acceleration of the
Securities, no payment (other than payments previously made pursuant to
Article Eight hereof) or distribution of any assets of such Guarantor of
any kind or character shall be made by on or behalf of such Guarantor or any
other Person on its or their behalf on account of principal, premium, if any,
or interest on the Notes or on account of the purchase, redemption or other
acquisition of Notes for cash or property or otherwise (except that Holders may
receive (i) shares of stock and any debt securities that are subordinated at
least to the same extent as the Guarantees to Guarantor Senior Debt and (ii)
payments made from the trusts described in Section 8.01) for a period (the
“Guarantor Payment Blockage Period”) commencing on the date of receipt by the
Trustee of such notice or the date of the acceleration referred to in clause
(ii) above, as the case may be, unless and until the earlier to occur of the
following events:  (w) 180 days
shall have elapsed since receipt of such written notice by the Trustee or the
date of the acceleration of the Notes, as the case may be (provided no
Designated Senior Debt of a Guarantor shall theretofore have been accelerated),
(x) such Non-payment Default shall have been cured or waived or shall have
ceased to exist, (y) such Designated Senior Debt shall have been
discharged or paid in full in cash or Cash Equivalents, or such payment duly
provided for to the satisfaction of the holders of such Designated Senior Debt
of a Guarantor or (z) such Guarantor Payment Blockage Period shall have
been terminated by written notice to the Trustee from the Representative
initiating Guarantor Payment Blockage Period, or the holders of at least a
majority in principal amount of such issue of Guarantor Senior Debt, after
which, in the case of clause (w), (x), (y) or (z), such Guarantor shall resume
making any and all required payments in respect of its obligations under its
Guarantee, including any missed payments. 
Notwithstanding anything herein to the contrary, (x) in no event will a
Guarantor Payment Blockage Period or successive Guarantor Payment Blockage
Periods with respect to the same payment on a Guarantee extend beyond 180 days
from the date the payment on a Guarantee was due and (y) only one such
Guarantor Payment Blockage Period may be commenced within any 360 consecutive
days.  For all purposes of this
Section 12.02(b), no event of default which existed or was continuing on
the date of the commencement of any Guarantor Payment Blockage Period with
respect to the Designated Senior Debt of a Guarantor initiating such Guarantor
Payment Blockage Period shall be, or be made, the basis for the commencement of
a second


 


76

















 


Guarantor Payment Blockage Period by the holders or by the agent or
other representative of such Designated Senior Debt of a Guarantor whether or
not within a period of 360 consecutive days, unless such event of default shall
have been cured or waived for a period of not less than 90 consecutive days (it
being acknowledged that any subsequent action, or any breach of any financial
covenants for a period commencing after the date of commencement of such
Guarantor Payment Blockage Period that, in either case, would give rise to an
event of default pursuant to any provisions under which an event of default
previously existed or was continuing shall constitute a new event of default
for this purpose).


 


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


 


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


 


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


 


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


 


(b)          any payment or distribution of assets of such
Guarantor of any kind or character, whether in cash, property or securities, to
which the Holders or the Trustee on behalf of the Holders would be entitled
except for the provisions of this Article Twelve shall be paid by the
liquidating trustee or agent or other Person making such a payment or
distribution, directly to the holders of Guarantor Senior Debt of such
Guarantor or their


 


77

















 


representatives, ratably according to the respective amounts of such
Guarantor Senior Debt remaining unpaid held or represented by each, until all
such Guarantor Senior Debt remaining unpaid shall have been paid in full in
cash or Cash Equivalents, or such payment duly provided for to the satisfaction
of the holders of Guarantor Senior Debt, after giving effect to any concurrent
payment or distribution to the holders of such Guarantor Senior Debt;


 


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


 


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


 


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


 


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


 


78

















 


relative rights of the Holders, on the one hand, and the holders of
such Guarantor Senior Debt, on the other hand.


 


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


 


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


 


SECTION 12.05                   Obligations of the Guarantors
Unconditional.


 


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


 


79

















 


the claims of, or payments to, the Trustee under or pursuant to
Section 7.07.  The Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself or itself to be a holder of any Guarantor Senior Debt (or
a trustee on behalf of, or other representative of, such holder) to establish
that such notice has been given by a holder of such Guarantor Senior Debt or a
trustee or representative on behalf of any such holder.


 


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


 


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


 


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


 


SECTION 12.07                   Application by Trustee of Assets
Deposited with It.


 


U.S. Legal Tender or U.S. Government Obligations deposited in trust
with the Trustee pursuant to and in accordance with Sections 8.01 and 8.02
shall be for the sole benefit of Holders of the Notes and, to the extent
allocated for the payment of Notes, shall not be subject to the subordination
provisions of this Article Twelve. 
Otherwise, any deposit of assets or securities by or on behalf of a Guarantor
with the Trustee or any Paying Agent (whether or not in trust) for payment of
the Guarantees shall be subject to the provisions of this Article Twelve;
provided, however, that if prior to the second Business Day preceding the date
on which by the terms of this Indenture any such assets may become
distributable for any purpose (including, without limitation, the payment of
either principal of or interest on any Note) the Trustee or such Paying Agent
shall not have received with respect to such assets the notice provided for in
Section 12.06, then the Trustee or such Paying Agent shall have full power
and authority to receive such assets and to apply the same to the purpose for
which they were received, and shall not be affected by any notice to the
contrary received by it on or after such date. 
The foregoing shall not apply to the Paying Agent if the Company or any


 


80

















 


Subsidiary or Affiliate of the Company is acting as Paying Agent.  Nothing contained in this Section 12.07
shall limit the right of the holders of Guarantor Senior Debt to recover
payments as contemplated by this Article Twelve.


 


SECTION 12.08                   No Waiver of Subordination Provisions.


 


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


 


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


 


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


 


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


 


81

















 


accept or adopt on behalf of any holder of Guarantee Obligations any
plan of reorganization, arrangement, adjustment or composition affecting the
Guarantee Obligations or the rights of any Holder thereof, or to authorize the
Trustee or the holders of Guarantor Senior Debt or their Representative to vote
in respect of the claim of any holder of Guarantee Obligations in any such
proceeding.


 


SECTION 12.10                   Right of Trustee To Hold Guarantor
Senior Indebtedness.


 


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


 


SECTION 12.11                   No Suspension of Remedies.


 


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


 


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


 


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


 


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


 


82

















 


ARTICLE XIII


 


MISCELLANEOUS


 


SECTION 13.01                   TIA Controls.


 


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


 


SECTION 13.02                   Notices.


 


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


 


if to the Company or any Guarantor:


 


HUNTSMAN CORPORATION

500 Huntsman Way


Salt Lake City, Utah  84108

Attention:  Office of General Counsel


 


with a copy to:


 


Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY  10036

Attention:  Phyllis Korff


 


if to the Trustee:


 


Wilmington Trust Company

1100 North Market Street

Wilmington, DE  19890

Attention:  Corporate Trust
Administration


 


The Company, the Guarantors and the Trustee by written notice to each
other may designate additional or different addresses for notices.  Any notice or communication to the Company,
the Guarantors or the Trustee shall be deemed to have been given or made as of
the date so delivered if personally delivered; when answered back, if telexed;
when receipt is


 


83

















 


acknowledged, if faxed; and five (5) calendar days after mailing if
sent by registered or certified mail, postage prepaid (except that a notice of
change of address shall not be deemed to have been given until actually
received by the addressee).


 


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


 


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


 


SECTION 13.03                   Communications by Holders with
Other Holders.


 


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


 


SECTION 13.04                   Certificate and Opinion as to
Conditions Precedent.


 


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


 


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


 


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


 


SECTION 13.05                   Statements Required in
Certificate or Opinion.


 


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


 


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


 


84

















 


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


 


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


 


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


 


SECTION 13.06                   Rules by Trustee, Paying Agent,
Registrar.


 


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


 


SECTION 13.07                   Legal Holidays.


 


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


 


SECTION 13.08                   Governing Law.


 


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


 


SECTION 13.09                   No Adverse Interpretation of
Other Agreements.


 


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


 


85

















 


SECTION 13.10                   No Recourse Against Others.


 


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


 


SECTION 13.11                   Successors.


 


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


 


SECTION 13.12                   Duplicate Originals.


 


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


 


SECTION 13.13                   Severability.


 


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


 


SECTION 13.14                   Independence of Covenants.


 


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


 


86

















 


SIGNATURES


 


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


	
   

  	
  HUNTSMAN
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Samuel D. Scruggs

  
	
   

  	
   

  	
  Name:
  Samuel D. Scruggs

  
	
   

  	
   

  	
  Title:  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS

  
	
   

  	
   

  	
   

  
	
   

  	
  HUNTSMAN
  FUELS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/  Don H. Olsen

  
	
   

  	
   

  	
  Petrostar
  Fuels LLC, its Manager

  
	
   

  	
   

  	
  Name:  Don H. Olsen

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  PETROSTAR
  FUELS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/  Don H. Olsen

  
	
   

  	
   

  	
  Name:  Don H. Olsen

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  PETROSTAR
  INDUSTRIES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/  Sean Douglas

  
	
   

  	
   

  	
  Name:  Sean Douglas

  
	
   

  	
   

  	
  Title:  Vice President

  



 


 

















 


	
   

  	
  AIRSTAR
  CORPORATION

  
	
   

  	
  HUNTSMAN
  CHEMICAL CORPORATION

  
	
   

  	
  HUNTSMAN
  PETROCHEMICAL CORPORATION

  
	
   

  	
  HUNTSMAN
  POLYMERS CORPORATION

  
	
   

  	
  JK
  HOLDINGS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Samuel D. Scruggs

  
	
   

  	
   

  	
  Name:
  Samuel D. Scruggs

  
	
   

  	
   

  	
  Title:  Vice President/Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  HUNTSMAN
  AUSTRALIA, INC.

  
	
   

  	
  HUNTSMAN
  CHEMICAL FINANCE CORPORATION

  
	
   

  	
  HUNTSMAN
  CHEMICAL PURCHASING CORPORATION

  
	
   

  	
  HUNTSMAN
  ENTERPRISES, INC.

  
	
   

  	
  HUNTSMAN
  FAMILY CORPORATION

  
	
   

  	
  HUNTSMAN
  GROUP HOLDINGS FINANCE CORPORATION

  
	
   

  	
  HUNTSMAN GROUP INTELLECTUAL PROPERTY HOLDINGS
  CORPORATION

  
	
   

  	
  HUNTSMAN
  HEADQUARTERS CORPORATION

  
	
   

  	
  HUNTSMAN
  INTERNATIONAL CHEMICALS CORPORATION

  
	
   

  	
  HUNTSMAN
  INTERNATIONAL TRADING CORPORATION

  
	
   

  	
  HUNTSMAN
  MA INVESTMENT CORPORATION

  
	
   

  	
  HUNTSMAN
  MA SERVICES CORPORATION

  
	
   

  	
  HUNTSMAN PETROCHEMICAL CANADA HOLDINGS CORPORATION

  
	
   

  	
  HUNTSMAN
  PETROCHEMICAL FINANCE CORPORATION

  
	
   

  	
  HUNTSMAN
  PETROCHEMICAL PURCHASING CORPORATION

  
	
   

  	
  HUNTSMAN
  POLYMERS HOLDINGS CORPORATION

  
	
   

  	
  PETROSTAR
  INDUSTRIES LLC

  
	
   

  	
  POLYMER
  MATERIALS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Samuel D. Scruggs

  
	
   

  	
   

  	
  Name:
  Samuel D. Scruggs

  
	
   

  	
   

  	
  Title:  Vice President

  
				



 

















 


	
   

  	
  WILMINGTON
  TRUST COMPANY, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Sandra R. Ortiz

  
	
   

  	
   

  	
  Name:
  Sandra R. Ortiz

  
	
   

  	
   

  	
  Title:  Financial Services Officer

  



 

















 


EXHIBIT A


 


[FORM OF AMENDED AND RESTATED NOTE]


 


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


 


A-1

















 


HUNTSMAN CORPORATION


 


9 1/2% Senior Subordinated Note due 2007


 


	
  No.

  	
   

  	
  $200,000,000

  



 


HUNTSMAN CORPORATION, a Utah corporation (the “Company”), for value
received, promises to pay to CEDE & CO. or registered assigns, the
principal sum of 200,000,000 Dollars, on July 1, 2007.


 


Interest Payment Dates: 
January 1 and July 1


 


Record Dates:  December 15
and June 15


 


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


 


A-2

















 


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


 


	
  Dated:

  	
   

  	
  HUNTSMAN CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Trustee’s Certificate of Authentication

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY,

  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  



 


A-3

















 


(REVERSE OF NOTE)


 


9 1/2% Senior Subordinated Note due 2007


 


1.            Interest.  HUNTSMAN CORPORATION, a Utah corporation (the “Company”),
promises to pay interest on the principal amount of this Note at the rate per
annum shown above.  Interest on the
Notes will accrue from the most recent date on which interest has been paid or,
if no interest has been paid, from December 2, 1998.  The Company will pay interest semi-annually
in arrears on each January 1 and July 1 (each, an “Interest Payment
Date”) and at stated maturity, commencing on January 1, 1999.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


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


 


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


 


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


 


4.            Indenture.  The Company issued the Notes under an Indenture, dated as of
December 2, 1998 (the “Indenture”), among the Company, each of the
Guarantors named therein and the Trustee. 
This Note is one of a duly authorized issue of Notes of the Company
designated as its 9 1/2% Senior Subordinated Notes due 2007 (the “Notes”),
limited (except as otherwise provided in the Indenture) in aggregate principal
amount to $200,000,000, which may be issued under the Indenture.  The Notes are treated as a single class of
securities under the Indenture unless otherwise specified in the
Indenture.  Capitalized terms used
herein shall have the meanings assigned to them in the Indenture unless
otherwise defined herein.  The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture.  Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and Holders of Notes are
referred to the Indenture and the


 


A-4

















 


TIA for a statement of them. 
The Notes are senior subordinated unsecured obligations of the Company.


 


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


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2002

  	
   

  	
  104.750

  	
   

  
	
  2003

  	
   

  	
  103.167

  	
   

  
	
  2004

  	
   

  	
  101.583

  	
   

  
	
  2005 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


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


 


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


 


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


 


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


 


A-5

















 


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


 


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


 


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


 


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


 


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


 


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


 


14.          Intentionally omitted.


 


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


 


A-6

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


23.          Intentionally omitted.


 


A-7

















 


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


 


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


 


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


 


A-8

















 


[FORM OF ASSIGNMENT]


 


I or we assign to


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER


	
   

  	
   

  
	
   

  
	
  (please print or type name and address)

  
	
   

  
	
   

  
	
   

  
	
   

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

  
	
   

  
	
   

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

  
	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

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

  
					



 


A-9

















 


	
  Signature Guarantee:

  	
   

  	
   

  



 


In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of the declaration by the Commission
of the effectiveness of a registration statement under the Securities Act of
1933, as amended (the “Securities Act”) covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) December 2, 1999 the undersigned confirms that it has
not utilized any general solicitation or general advertising in connection with
the transfer:


 


[Check One]


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


The transferee is an Affiliate of the
Company.


 


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


 


A-10

















 


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


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Sign exactly as name appears on the other side of this Note)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  
						



 


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


 


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


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE:  To be executed by an
  executive officer

  



 


A-11

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


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


 


Section 4.14
[      ] Section 4.15
[      ]


 


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


 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Sign exactly as your name appears on the other side of this Note)

  
	
   

  	
   

  	
   

  
	
   

  
	
  Signature Guarantee:

  	
   

  
	
   

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

  
						



 


A-12

















 


EXHIBIT B


 


FORM OF LEGEND FOR GLOBAL NOTE


 


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


 


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


 


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


 


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


 


B-1

















 


EXHIBIT C


 


Form of Certificate To Be

Delivered in Connection with

Transfers to Non-QIB Accredited Investors


 


[             ],
[    ]


 


	
  [

  	
  ]

  	
   

  
	
  [

  	
  ]

  	
   

  
	
  [

  	
  ]

  	
   

  



 


Ladies and Gentlemen:


 


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


 


1.            We have received a copy of the Offering
Memorandum (the “Offering Memorandum”), dated November 24, 1998, relating
to the Notes and such other information as we deem necessary in order to make
our investment decision.  We acknowledge
that we have read and agreed to the matters stated in the section entitled
“Transfer Restrictions” of such Offering Memorandum, including the restrictions
on duplication and circulation of the Offering Memorandum.


 


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


 


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


 


C-1

















 


effective registration statement under the Securities Act, and we
further agree to provide to any person purchasing any of the Notes from us a
notice advising such purchaser that resales of the Notes are restricted as
stated herein.


 


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


 


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


 


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


 


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


 


C-2

















 


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


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  [Name of Transferee]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


C-3

















 


EXHIBIT D


 


Form of Certificate To Be Delivered

in Connection with Transfers

      Pursuant to Regulation S


 


[           ],
[    ]


 


	
  [

  	
  ]

  	
   

  
	
  [

  	
  ]

  	
   

  
	
  [

  	
  ]

  	
   

  
	
  [

  	
  ]

  	
   

  



 


	
  Re:

  	
  Huntsman Corporation (the “Company”)

  9 1/2% Senior Subordinated Notes due

  2007 (the “Notes”)

  



 


Ladies and Gentlemen:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


D-1

















 


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


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  [Name of Transferor]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  
				



 


D-2

















 


EXHIBIT E


 


GUARANTEE


 


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


 


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


 


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


 


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


 


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


 


E-1

















 


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


 


	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ,

  
	
   

  	
   

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
							



 


E-2