QuickLinks
 -- Click here to rapidly navigate through this document

Exhibit 4.1  







 

 
 

INDENTURE
  
    Dated as of June 30, 2003    
    


          Among

HUNTSMAN ADVANCED MATERIALS LLC, as Issuer,

each of the Guarantors named herein

and

Wells Fargo Bank Minnesota, National Association,

as Trustee  




11% Senior Secured Notes due 2010

and

Senior Secured Floating Rate Notes due 2008  


        




 






 
TABLE OF CONTENTS  



	 
	 	 
	 	Page

	ARTICLE ONE

  

DEFINITIONS AND INCORPORATION BY REFERENCE
	

SECTION 1.01.	
 	

Definitions.	
 	

1
	SECTION 1.02.	 	Incorporation by Reference of TIA.	 	27
	SECTION 1.03.	 	Rules of Construction.	 	27
	
ARTICLE TWO

  

THE NOTES
	

SECTION 2.01.	
 	

Form and Dating.	
 	

27
	SECTION 2.02.	 	Execution and Authentication; Aggregate Principal Amount.	 	29
	SECTION 2.03.	 	Registrar and Paying Agent.	 	29
	SECTION 2.04.	 	Paying Agent To Hold Assets in Trust.	 	30
	SECTION 2.05.	 	Holder Lists.	 	30
	SECTION 2.06.	 	Transfer and Exchange.	 	30
	SECTION 2.07.	 	Replacement Notes.	 	31
	SECTION 2.08.	 	Outstanding Notes.	 	31
	SECTION 2.09.	 	Treasury Notes.	 	31
	SECTION 2.10.	 	[Intentionally Omitted]	 	32
	SECTION 2.11.	 	Cancellation.	 	32
	SECTION 2.12.	 	Defaulted Interest.	 	32
	SECTION 2.13.	 	CUSIP Numbers.	 	32
	SECTION 2.14.	 	Deposit of Moneys.	 	32
	SECTION 2.15.	 	Book-Entry Provisions for Global Securities.	 	33
	SECTION 2.16.	 	Transfer and Exchange of Securities.	 	33
	SECTION 2.17.	 	Special Transfer Provisions.	 	36
	SECTION 2.18.	 	Issuance of Additional Notes.	 	37
	
ARTICLE THREE

  

REDEMPTION
	

SECTION 3.01.	
 	

Notices to Trustee.	
 	

37
	SECTION 3.02.	 	Selection of Notes To Be Redeemed.	 	37
	SECTION 3.03.	 	Notice of Redemption.	 	38
	SECTION 3.04.	 	Effect of Notice of Redemption.	 	38
	SECTION 3.05.	 	Deposit of Redemption Price.	 	39
	SECTION 3.06.	 	Notes Redeemed in Part.	 	39
	
ARTICLE FOUR

  

COVENANTS
	

SECTION 4.01.	
 	

Payment of Notes.	
 	

39
	SECTION 4.02.	 	Maintenance of Office or Agency.	 	39
	SECTION 4.03.	 	Limitation on Restricted Payments.	 	39
	SECTION 4.04.	 	Corporate Existence.	 	41
	SECTION 4.05.	 	Payment of Taxes and Other Claims.	 	41
	 	 	 	 	 





i







 

	SECTION 4.06.	 	Maintenance of Properties and Insurance.	 	41
	SECTION 4.07.	 	Compliance Certificate; Notice of Default.	 	42
	SECTION 4.08.	 	Compliance with Laws.	 	42
	SECTION 4.09.	 	Reports to Holders.	 	42
	SECTION 4.10.	 	Waiver of Stay, Extension or Usury Laws.	 	43
	SECTION 4.11.	 	Limitations on Transactions with Affiliates.	 	43
	SECTION 4.12.	 	Limitation on Incurrence of Additional Indebtedness.	 	44
	SECTION 4.13.	 	Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries.	 	45
	SECTION 4.14.	 	Change of Control.	 	46
	SECTION 4.15.	 	Limitation on Asset Sales.	 	48
	SECTION 4.16.	 	Limitation on Preferred Stock of Restricted Subsidiaries.	 	51
	SECTION 4.17.	 	Limitation on Liens.	 	52
	SECTION 4.18.	 	Limitation of Guarantees by Restricted Subsidiaries.	 	52
	SECTION 4.19.	 	Conduct of Business.	 	52
	SECTION 4.20.	 	Events of Loss.	 	52
	
ARTICLE FIVE

 

SUCCESSOR CORPORATION
	

SECTION 5.01.	
 	

Merger, Consolidation and Sale of Assets.	
 	

54
	SECTION 5.02.	 	Successor Corporation Substituted.	 	56
	
ARTICLE SIX

  

DEFAULT AND REMEDIES
	

SECTION 6.01.	
 	

Events of Default.	
 	

56
	SECTION 6.02.	 	Acceleration.	 	58
	SECTION 6.03.	 	Other Remedies.	 	58
	SECTION 6.04.	 	Waiver of Past Defaults.	 	59
	SECTION 6.05.	 	Control by Majority.	 	59
	SECTION 6.06.	 	Limitation on Suits.	 	59
	SECTION 6.07.	 	Rights of Holders To Receive Payment.	 	59
	SECTION 6.08.	 	Collection Suit by Trustee.	 	59
	SECTION 6.09.	 	Trustee May File Proofs of Claim.	 	60
	SECTION 6.10.	 	Priorities.	 	60
	SECTION 6.11.	 	Undertaking for Costs.	 	60
	
ARTICLE SEVEN

 

TRUSTEE
	

SECTION 7.01.	
 	

Duties of Trustee.	
 	

61
	SECTION 7.02.	 	Rights of Trustee.	 	61
	SECTION 7.03.	 	Individual Rights of Trustee.	 	63
	SECTION 7.04.	 	Trustee's Disclaimer.	 	63
	SECTION 7.05.	 	Notice of Default.	 	63
	SECTION 7.06.	 	Reports by Trustee to Holders.	 	63
	SECTION 7.07.	 	Compensation and Indemnity.	 	63
	SECTION 7.08.	 	Replacement of Trustee.	 	64
	SECTION 7.09.	 	Successor Trustee by Merger, Etc.	 	65
	SECTION 7.10.	 	Eligibility; Disqualification.	 	65
	 	 	 	 	 



ii







 

	SECTION 7.11.	 	Preferential Collection of Claims Against the Company.	 	65
	
ARTICLE EIGHT

  

DISCHARGE OF INDENTURE; DEFEASANCE
	

SECTION 8.01.	
 	

Termination of the Company's Obligations.	
 	

65
	SECTION 8.02.	 	Acknowledgment of Discharge by Trustee.	 	67
	SECTION 8.03.	 	Application of Trust Money.	 	67
	SECTION 8.04.	 	Repayment to the Company.	 	67
	SECTION 8.05.	 	Reinstatement.	 	68
	
ARTICLE NINE

  

AMENDMENTS, SUPPLEMENTS AND WAIVERS
	

SECTION 9.01.	
 	

Without Consent of Holders.	
 	

68
	SECTION 9.02.	 	With Consent of Holders.	 	69
	SECTION 9.03.	 	Compliance with TIA.	 	70
	SECTION 9.04.	 	Revocation and Effect of Consents.	 	70
	SECTION 9.05.	 	Notation on or Exchange of Notes.	 	70
	SECTION 9.06.	 	Trustee To Sign Amendments, Etc.	 	70
	
ARTICLE TEN

 

GUARANTEE OF NOTES
	

SECTION 10.01.	
 	

Unconditional Guarantee.	
 	

71
	SECTION 10.02.	 	Limitations on Guarantees.	 	72
	SECTION 10.03.	 	Execution and Delivery of Guarantee.	 	75
	SECTION 10.04.	 	Release of a Guarantor.	 	75
	SECTION 10.05.	 	Waiver of Subrogation.	 	76
	SECTION 10.06.	 	Immediate Payment.	 	77
	SECTION 10.07.	 	No Set-Off.	 	77
	SECTION 10.08.	 	Obligations Absolute.	 	77
	SECTION 10.09.	 	Obligations Continuing.	 	77
	SECTION 10.10.	 	Obligations Not Reduced.	 	77
	SECTION 10.11.	 	Obligations Reinstated.	 	77
	SECTION 10.12.	 	Obligations Not Affected.	 	78
	SECTION 10.13.	 	Waiver.	 	78
	SECTION 10.14.	 	No Obligation To Take Action Against the Company.	 	79
	SECTION 10.15.	 	Dealing with the Company and Others.	 	79
	SECTION 10.16.	 	Default and Enforcement.	 	79
	SECTION 10.17.	 	Amendment, Etc.	 	79
	SECTION 10.18.	 	Acknowledgment.	 	79
	SECTION 10.19.	 	Costs and Expenses.	 	79
	SECTION 10.20.	 	No Merger or Waiver; Cumulative Remedies.	 	80
	SECTION 10.21.	 	Survival of Obligations.	 	80
	SECTION 10.22.	 	Guarantee in Addition to Other Obligations.	 	80
	SECTION 10.23.	 	Severability.	 	80
	SECTION 10.24.	 	Successors and Assigns.	 	80
	 	 	 	 	 





iii







 

	
ARTICLE ELEVEN

 

SECURITY DOCUMENTS AND COLLATERAL
	

SECTION 11.01.	
 	

Security Documents.	
 	

80
	SECTION 11.02.	 	Recordings and Opinions.	 	81
	SECTION 11.03.	 	Possession, Use and Release of Collateral.	 	82
	SECTION 11.04.	 	Suits To Protect Collateral.	 	85
	SECTION 11.05.	 	Purchaser Protected.	 	85
	SECTION 11.06.	 	Powers Exercisable by Receiver or Trustee.	 	85
	SECTION 11.07.	 	Determinations Relating to Collateral.	 	85
	SECTION 11.08.	 	Certificates of the Company and the Guarantors.	 	86
	SECTION 11.09.	 	Certificates of the Trustee.	 	86
	SECTION 11.10.	 	Termination of Security Interest.	 	86
	SECTION 11.11.	 	Reinstatement of First Priority Secured Parties.	 	87
	SECTION 11.12.	 	Trust Monies.	 	87
	
ARTICLE TWELVE

 

MISCELLANEOUS
	

SECTION 12.01.	
 	

TIA Controls.	
 	

90
	SECTION 12.02.	 	Notices.	 	90
	SECTION 12.03.	 	Communications by Holders with Other Holders.	 	91
	SECTION 12.04.	 	Certificate and Opinion as to Conditions Precedent.	 	91
	SECTION 12.05.	 	Statements Required in Certificate or Opinion.	 	91
	SECTION 12.06.	 	Rules by Trustee, Paying Agent, Registrar.	 	92
	SECTION 12.07.	 	Legal Holidays.	 	92
	SECTION 12.08.	 	Governing Law.	 	92
	SECTION 12.09.	 	No Adverse Interpretation of Other Agreements.	 	92
	SECTION 12.10.	 	No Recourse Against Others.	 	92
	SECTION 12.11.	 	Successors.	 	92
	SECTION 12.12.	 	Duplicate Originals.	 	92
	SECTION 12.13.	 	Severability.	 	92
	SECTION 12.14.	 	Agent for Service; Submission to Jurisdiction; Waiver of Immunities.	 	92
	SECTION 12.15.	 	Independence of Covenants.	 	93
	

SIGNATURES	
 	

 	
 	

 





EXHIBITS



Exhibit
A-1—Form of Restricted Fixed Rate Note

Exhibit A-2—Form of Restricted Floating Rate Note

Exhibit A-3—Form of Unrestricted Fixed Rate Note

Exhibit A-4—Form of Unrestricted Floating Rate Note

Exhibit B—Form of Legend for Global Security

Exhibit C—Forms of Transfer Certificates

Exhibit D—Form of IAI Transfer Certificate

Exhibit E—Form of Guarantee

Exhibit F—Form of Incumbency Certificate 



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


iv










        INDENTURE, dated as of June 30, 2003, among HUNTSMAN ADVANCED MATERIALS LLC, a Delaware limited liability company (the "Company"),
each of the Guarantors named herein, as guarantors, and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as trustee (the
"Trustee"). 


        The
Company has duly authorized the creation of an issue of (i) 11% Senior Secured Notes due 2010 in the form of (a) $250,000,000 aggregate principal amount of Initial
Fixed Rate Notes (as defined below) and (b) Additional Fixed Rate Notes (as defined below) (together with the Initial Fixed Rate Notes, the "Fixed Rate
Notes") that the Company may from time to time choose to issue pursuant to this Indenture and (ii) Senior Secured Floating Rate Notes due 2008 in the form of
(a) $100,000,000 aggregate principal amount of Initial Floating Rate Notes (as defined below) and (b) Additional Floating Rate Notes (as defined below) (together with the Initial
Floating Rate Notes, the "Floating Rate Notes"). The Company has duly authorized the execution and delivery of this Indenture. 


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


ARTICLE ONE  


 DEFINITIONS AND INCORPORATION BY REFERENCE  



SECTION
1.01.    Definitions.    


        "Acceleration Notice" has the meaning provided in Section 6.02. 


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


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


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


        "Additional Interest" has the meaning provided in the Registration Rights Agreement. 



        "Additional Notes" means the Additional Fixed Rate Notes and the Additional Floating Rate Notes. 


        "Affiliate" means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified Person. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of
the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative of the
foregoing; provided, however, that none of the Initial Purchasers or their respective Affiliates shall
be deemed to be an Affiliate of the Company. 


        "Affiliate Transaction" has the meaning provided in Section 4.11. 


        "Agent" means any Registrar, Paying Agent or co-Registrar. 







 



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


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


        "Asset Acquisition" means: 



        (i)    an
Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the
Company or of any Restricted Subsidiary of the Company, or shall be merged with or into the Company or of any Restricted Subsidiary of the Company; or 


        (ii)   the
acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any Person (other than a Restricted Subsidiary of the Company) which
constitute all or substantially all of the assets of such Person or comprise any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary
course of business. 




        "Asset Sale" means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the
ordinary course of business), assignment or other transfer for value by the Company or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the
Company or a Restricted Subsidiary of the Company of any whole or partial interest in (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: 



        (1)   a
transaction or series of related transactions for which the Company or its Restricted Subsidiaries receive aggregate consideration of less than $3 million; 


        (2)   sales
or grants of licenses to use the patents, trade secrets, know-how and other intellectual property of the Company or any of its Restricted Subsidiaries
to the extent that such license does not prohibit the Company or any of its Restricted Subsidiaries from using the technologies licensed or require the Company or any of its Restricted Subsidiaries to
pay any fees for any such use; 


        (3)   the
sale, lease, conveyance, disposition or other transfer: 



        (i)    of
all or substantially all of the assets of the Company as permitted under Section 5.01 hereof, 


        (ii)   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, 


        (iii)  pursuant
to any foreclosure of assets or other remedy provided by applicable law to a creditor of the Company or any Subsidiary of the Company with a Lien on such
assets, which Lien is permitted under this Indenture (provided that such foreclosure or other remedy is conducted in a commercially reasonable manner or
in accordance with any Bankruptcy Law), 


        (iv)  involving
only Cash Equivalents, Foreign Cash Equivalents or inventory in the ordinary course of business or obsolete or worn out property or property that is no longer
useful in the conduct of the business of the Company and its Restricted Subsidiaries in the ordinary course of business consistent with past practices of the Company or such Restricted Subsidiary, or 


        (v)   including
only the lease or sublease of any real or personal property in the ordinary course of business; 




        (4)   the
consummation of any transaction in accordance with the terms of Section 4.03 hereof; 



2







 

        (5)   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; 


        (6)   Events
of Loss; 


        (7)   the
sale, lease, conveyance, disposition or other transfer of (i) the Company's executive offices located in Basle, Switzerland and (ii) the operational
facilities identified for disposal in the Company's restructuring plan (as such plan exists on the Issue Date); provided that the net cash proceeds
(including the net cash proceeds of any non-cash consideration converted to cash) from any such sale, lease, conveyance, disposition or other transfer are used to make an investment in or
expenditures for properties and assets (including before such transaction in anticipation of the replacement of the properties or assets so disposed of) that will be Replacement Assets; and 


        (8)   Permitted
Investments. 




        "Bank Agent" means the Person acting as the duly authorized representative of the lenders under the Credit Facility. 


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



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


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



        "Business Day" means a day that is not a Saturday or Sunday or a day on which banking institutions in New York, New York are not required
to be open. 


        "Capital Stock" means: 



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


        (ii)   with
respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person. 




        "Capitalized Lease" means a lease that is required to be classified and accounted for as a capitalized lease under GAAP. 


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


        "Cash Equivalents" means: 



        (1)   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; 


        (2)   a
certificate of deposit or banker's acceptance, maturing within one year after issuance thereof, issued by any lender under the Credit Facility, or a national or state
bank or trust company or a European, Canadian or Japanese bank, in each case having capital, surplus and undivided profits of at least $100,000,000 and whose long-term unsecured debt has a
rating of "A" 



3







 




or
better by S&P or A2 or better by Moody's or the equivalent rating by any other nationally recognized rating agency (provided that the aggregate face
amount of all Investments in certificates of deposit or bankers' acceptances issued by the principal offices of or branches of such European or Japanese banks located outside the United States of
America shall not at any time exceed 33% of all Investments described in this definition); 



        (3)   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; 


        (4)   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; 


        (5)   "Money
Market" preferred stock maturing within six months after issuance thereof or municipal bonds issued by a corporation organized under the laws of any state of the
United States of America, which has a rating of "A" or better by S&P or Moody's or the equivalent rating by any other nationally recognized rating agency; 


        (6)   tax
exempt floating rate option tender bonds backed by letters of credit issued by a national or state bank whose long-term unsecured debt has a rating of AA
or better by S&P or Aa2 or better by Moody's or the equivalent rating by any other nationally recognized rating agency; and 


        (7)   shares
of any money market mutual fund rated at least AAA or the equivalent thereof by S&P or at least Aaa or the equivalent thereof by Moody's or any other mutual fund
holding assets consisting (except for de minimis amounts) of the type specified in clauses (1) through (6) above. 




        "Change of Control" means: 



        (1)   prior
to the initial public equity offering of any entity controlling 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 have the power, directly or indirectly, to vote or direct the voting of securities having at least a majority of the ordinary voting power for the
election of managers or directors of the Company; and 


        (2)   after
the initial public equity offering of any entity controlling the Company, the occurrence of the following: 



        (A)  any
"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more members of the Huntsman Group, is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have "beneficial ownership" of all securities
that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the then outstanding voting stock
of the Company other than in a transaction having the approval of the Board of Managers of the Company at least a majority of which are Continuing Managers; or 


        (B)  Continuing
Managers shall cease to constitute at least a majority of the managers or directors constituting the Board of Managers of the Company. 




4







 







        "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. 


        "Clearstream" means Clearstream Banking, Luxembourg, société anonyme, formerly Cedelbank. 



        "Collateral" means, collectively, (i) all assets and property of the Company or any Guarantor that from time to time are subject to
a Lien securing the Obligations of the Company and/or any Guarantor under any Senior Secured Indebtedness (other than Acquired Indebtedness that is not secured by any Lien other than a Lien permitted
by clause (1) of the definition of "Permitted Indebtedness") and (ii) all other assets and property that are from time to time subject to or required to be subject to the Lien of this
Indenture and the Security Document. 


        "Collateral Account" means, collectively, each collateral account established pursuant to the Security Documents. 



        "Collateral Agent" means Deutsche Bank AG, New York Branch or any other party named as collateral agent in the Security Documents, in each
case until a successor replaces it pursuant to the applicable Security Document and thereafter means the successor. 


        "Commission" or "SEC" means the Securities and Exchange Commission. 


        "Commodity Agreement" means any commodity futures contract, commodity option or other similar agreement or arrangement entered into by the
Company or any of its Restricted Subsidiaries. 


        "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 date of issuance of the Notes or issued thereafter, 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. 



        "Company Notice" has the meaning provided in Section 11.12(B). 


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


        "Consolidated EBITDA" means, with respect to any Person, for any period, the sum (without duplication) of: 



        (1)   Consolidated
Net Income; plus 


        (2)   to
the extent Consolidated Net Income has been reduced thereby, 



        (A)  all
income taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period (other than income taxes attributable to
extraordinary, unusual or nonrecurring gains or losses or taxes attributable to sales or dispositions outside the ordinary course of business) and Permitted Tax Distributions paid during such period, 



        (B)  Consolidated
Interest Expense, and 


        (C)  Consolidated
Non-cash Charges less any non-cash items increasing Consolidated Net Income for such period, 





all
as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP. 


5







 

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



        In
addition to the foregoing, for purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be calculated after giving effect on a pro forma basis for the
period of such calculation to: 



        (1)   the
incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the
need to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the
ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter
Period and prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period;
and 


        (2)   any
asset sales or Asset Acquisitions (including any Asset Acquisition giving rise to the need to make such calculation) occurring during the Four Quarter Period or at
any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such asset sale or Asset Acquisition (including the incurrence, assumption or liability
for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period; provided that pro forma adjustments with respect to any Asset
Acquisition shall include pro forma adjustments for cost savings calculated in accordance with Regulation S-X promulgated by the SEC. 




        If
such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a Person other than the Company or a Restricted Subsidiary, the preceding paragraph
will give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed
Indebtedness. Furthermore, in calculating "Consolidated Fixed Charges" for purposes of determining the denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage Ratio": 



        (1)   interest
on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed
to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; 


        (2)   if
interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar
rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and 



        (3)   notwithstanding
clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to
Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements. 




        "Consolidated Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of: 



        (1)   Consolidated
Interest Expense; plus 



6







 

        (2)   the
product of 



        (A)  the
amount of all dividend payments on any series of Preferred Stock of such Person and its Restricted Subsidiaries (other than dividends paid in Qualified Capital Stock
and other than dividends paid to such Person or to a Restricted Subsidiary of such Person) paid, accrued or scheduled to be paid or accrued during such period, times 



        (B)  a
fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal, state and local tax rate of such
Person, expressed as a decimal. 





        "Consolidated Interest Expense" means, with respect to any Person for any period, the sum of, without duplication: 



        (1)   the
aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP,
including, without limitation, 



        (A)  any
amortization of debt discount and amortization or write-off of deferred financing costs, 


        (B)  the
net costs under Interest Swap Obligations, 


        (C)  all
capitalized interest, and 


        (D)  the
interest portion of any deferred payment obligation; and 




        (2)   the
interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such
period as determined on a consolidated basis in accordance with GAAP. 




        "Consolidated Net Income" means, with respect to any Person, for any period, the sum of: 



        (1)   aggregate
net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; plus 



        (2)   cash
dividends or distributions paid to such Person by any other Person (the "Payor") other than a Restricted Subsidiary
of the referent Person, to the extent not otherwise included in Consolidated Net Income, which have been derived from operating cash flow of the Payor; 




provided that there shall be excluded therefrom: 



        (A)  after-tax
gains from Asset Sales or abandonments or reserves relating thereto; 


        (B)  after-tax
items classified as extraordinary or nonrecurring gains; 


        (C)  the
net income (but not loss) of any Restricted Subsidiary of the Person to the extent that the declaration of dividends or similar distributions by that Restricted
Subsidiary of that income is restricted; provided, however, that the net income of Foreign Subsidiaries
shall only be excluded in any calculation of Consolidated Net Income of the Company as a result of application of this clause (C) if the restriction on dividends or similar distributions
results from consensual restrictions; 



        (D)  the
net income or loss of any Person, other than a Restricted Subsidiary of the Person, except to the extent of cash dividends or distributions paid to the Person or to
a Wholly Owned Restricted Subsidiary of the Person by such Person; 


        (E)  any
restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time
following the Issue Date; 



7









  



        (F)  income
or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were
classified as discontinued); 


        (G)  in
the case of a successor to the Person by consolidation or merger or as a transferee of the referent Person's assets, any earnings of the successor corporation prior
to such consolidation, merger or transfer of assets; 


        (H)  all
gains or losses from the cumulative effect of any change in accounting principles; and 


        (I)   the
amount of all Permitted Tax Distributions made during such period (net of any amounts returned during such period pursuant to the Tax Sharing Agreement). 




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


        "Contaminant" means any pollutant, contaminant (as those terms are defined in 42 U.S.C. § 9601(33)), toxic pollutant
(as that term is defined in 33 U.S.C. § 1363(13)), hazardous substance (as that term is defined in 42 U.S.C. § 9601(14)), hazardous chemical (as that term is
defined by 29 CFR § 1910.1200(c)), hazardous waste (as that term is defined in 42 U.S.C. § 6903(5)), or any state or local equivalent of such laws and
regulations, including, without limitation, radioactive material, special waste, polychlorinated biphenyls, asbestos, petroleum, including crude oil or any petroleum-derived substance, waste, or
breakdown or decomposition product thereof, or any constituent of any such substance or waste, including but not limited to polychlorinated biphenyls and asbestos. 


        "Continuing Managers" means, as of any date, the collective reference to: 



        (i)    all
members of the Board of Managers of the Company who have held office continuously since a date no later than twelve months prior to the initial public equity
offering of the Company or any entity controlling the Company; and 



        (ii)   all
members of the Board of Managers of the Company who assumed office after such date and whose appointment or nomination for election by the Company's members was
approved by a vote of at least 50% of the Continuing Managers in office immediately prior to such appointment or nomination or by the Huntsman Group. 




        "Corporate Trust Office" means the principal office of the Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereof is located at the Wells Fargo Bank Minnesota, National Association, Corporate Trust, Sixth Street and Marquette Avenue, MAC N9303-120,
Minneapolis, MN 55479, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee
(or such other address as a successor Trustee may designate from time to time by notice to the Holders and the Company). 


        "Covenant Defeasance" has the meaning provided in Section 8.01. 


        "Credit Facility" means the senior secured credit agreement dated as of the Issue Date among the Company and the financial institutions
party thereto, together with the related documents thereto (including any guarantee agreements and security documents), in each case as such agreements may be amended, restated, supplemented, extended
or otherwise modified from time to time in accordance with the terms thereof, including any debt facilities, indentures or other agreements that Refinance, replace or otherwise restructure (including
increasing the amount of available borrowings thereunder in 


8







 



accordance
with Section 4.12 hereof or making Restricted Subsidiaries of the Company a borrower or guarantor thereunder) all or any portion of the Indebtedness under such credit agreement or
any successor or replacement agreements and whether including any additional obligors or with the same or any other agent, lender or group of lenders or with other financial institutions or lenders. 



        "Currency Agreement" means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement. 


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


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


        "Depositary" means DTC. 


        "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 Security Documents (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same upon compliance by the Company with the provisions of Article Eight), except (i) the rights of the Holders of Notes to receive, from the trust fund described
in Article Eight, payment of the principal of and the interest on such Notes when such payments are due, (ii) the Company's obligations with respect to the Notes under Sections 2.03 through
2.07, 7.07 and 7.08 and (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder. 


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


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


        "Domestic Subsidiary" means any Subsidiary organized under the laws of the United States of America or any State thereof or the District
of Columbia. 


        "DTC" means The Depository Trust Company, its nominees and successors. 



        "Environmental Lien" means a Lien in favor of any governmental authority for (i) any liability under foreign, federal, state or
local environmental laws, regulations or orders of any government authority or court, or (ii) damages arising from, or costs incurred by such governmental authority in response to, a Release or
threatened Release of a Contaminant into the environment. 


        "Equity Offering" means any sale of Qualified Capital Stock of the Company or any capital contribution to the equity of the Company. 



        "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System. 


        "Event of Default" has the meaning provided in Section 6.01. 


        "Event of Loss" means, with respect to any property or asset constituting Collateral, any of the following: 



        (1)   any
loss, destruction or damage of such property or asset; 


        (2)   any
institution of any proceedings for the condemnation or seizure of such property or asset or for the exercise of any right of eminent domain; 



9







 




        (3)   any
actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset
or the requisition of the use of such property or asset; or 


        (4)   any
settlement in lieu of clauses (2) or (3) above. 




        "Excess Net Cash Proceeds" has the meaning provided in Section 4.15. 


        "Excess Net Loss Proceeds" has the meaning provided in Section 4.20. 


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



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


        "Fall Away Event Release" has the meaning provided in Section 10.04(a). 


        "Net Loss Proceeds Offer Payment Date" has the meaning provided in Section 4.20. 



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


        "First Priority Representative" means the Bank Agent or, if no obligations are outstanding under the Credit Facility, the Person acting as
the duly authorized representative of all other First Priority Senior Secured Parties. 


        "First Priority Senior Secured Indebtedness" means the Indebtedness represented by (i) the Obligations Under the Credit Facility,
to the extent incurred in compliance with the terms of this Indenture, and (ii) the obligations under other Senior Secured Indebtedness, to the extent incurred in compliance with the terms of
this Indenture, in each case that is secured by a first priority Lien on all or any portion of the Collateral permitted by this Indenture. 



        "First Priority Senior Secured Parties" means each of (i) the Bank Agent on behalf of itself and the lenders under the Credit
Facility and (ii) the holders from time to time of any other First Priority Senior Secured Indebtedness and the duly authorized representative of such holders, if any;  provided, in each case, that
such Person or its duly authorized representative shall have become a party to the Intercreditor Agreement and the other
applicable Security Documents. 


        "Fixed Rate Notes" has the meaning provided in the second paragraph of this Indenture. 



        "Floating Rate Notes" has the meaning provided in the second paragraph of this Indenture. 


        "Foreign Cash Equivalents" means: 



        (i)    debt
securities with a maturity of 365 days or less issued by any member nation of the European Union, Switzerland or any other country whose debt securities are
rated by S&P and Moody's A-1 or P-1, or the equivalent thereof (if a short-term debt rating is provided by either) or at least AA or AA2, or the equivalent thereof
(if a long-term unsecured debt rating is provided by either) (each such jurisdiction, an "Approved Jurisdiction") or any agency or
instrumentality of an Approved Jurisdiction, provided that the full faith and credit of the Approved Jurisdiction is 



10







 

pledged
in support of such debt securities or such debt securities constitute a general obligation of the Approved Jurisdiction; and 



        (ii)   debt
securities in an aggregate principal amount not to exceed $25 million with a maturity of 365 days or less issued by any nation in which the Company
or its Restricted Subsidiaries has cash which is the subject of restrictions on export or any agency or instrumentality of such nation, provided that
the full faith and credit of such nation is pledged in support of such debt securities or such debt securities constitute a general obligation of such nation. 




        "Foreign Guarantor" means a Guarantor organized under the laws of, and conducting substantially all of its business in, any jurisdiction
other than the United States of America or any state thereof or the District of Columbia. 


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


        "Four Quarter Period" has the meaning provided in the definition of "Consolidated Fixed Charge Coverage Ratio." 



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


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



        "Global Security" means a Restricted Global Security, a Regulation S Global Security or an Unrestricted Global Security. 


        "Guarantee" has the meaning provided in Section 10.01. 


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


        "Holder" or "Noteholder" means the Person in whose name a Note is registered on the
Registrar's books. 


        "Huntsman Group" has the meaning provided in the definition of "Change of Control." 



        "Incumbency Certificate" means a certificate in the form as set forth hereto as  Exhibit F.


        "incur" shall have the meaning provided in Section 4.12, and "incurrence" and "incurred" shall have meanings correlative thereto. 


        "Indebtedness" means with respect to any Person, without duplication: 



        (1)   all
Obligations of such Person for borrowed money; 


        (2)   all
Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; 


        (3)   all
Capitalized Lease Obligations of such Person; 



11







 




        (4)   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); 


        (5)   all
Obligations for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction; 


        (6)   guarantees
in respect of Indebtedness referred to in clauses (1) through (5) above and clause (8) below; 



        (7)   all
Obligations of any other Person of the type referred to in clauses (1) through (6) 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; 


        (8)   all
Obligations under Currency Agreements, Interest Swap Obligations and Commodity Agreements of such Person; and 


        (9)   all
Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its
voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any. 




        For
purposes hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock which does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be
determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably
and in good faith by the Board of Managers of the issuer of such Disqualified Capital Stock. 


        Notwithstanding
the foregoing, "Indebtedness" shall not include: 




        (A)  advances
paid by customers in the ordinary course of business for services or products to be provided or delivered in the future; 


        (B)  deferred
taxes; or 


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





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


        "Independent Financial Advisor" means a firm: 



        (i)    which
does not, and whose directors, officers and employees or Affiliates do not, have a direct or indirect financial interest in the Company; and 


        (ii)   which,
in the judgment of the board of managers or directors of the Company, is otherwise independent and qualified to perform the task for which it is to be engaged. 




        "Initial Fixed Rate Notes" means the $250,000,000 in aggregate principal amount of 11% Senior Secured Notes due 2010 of the Company issued
on the Issue Date. 


12







 

        "Initial Floating Rate Notes" means the $100,000,000 in aggregate principal amount of Senior Secured Floating Rate Notes due 2008 of the
Company issued on the Issue Date. 


        "Initial Notes" means the Initial Fixed Rate Notes and the Initial Floating Rate Notes. 



        "Initial Purchasers" means Deutsche Bank Securities Inc. and UBS Securities LLC. 


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


        "Intercreditor Agreement" means the Intercreditor and Collateral Agency Agreement dated the Issue Date among the Collateral Agent, the
Trustee, the Bank Agent and the other parties thereto, as amended, restated, modified or supplemented in accordance with the terms thereof. 



        "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
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" excludes extensions of trade credit by
the Company and its Restricted Subsidiaries on commercially reasonable terms in accordance with normal trade practices of the Company or such Restricted Subsidiary, as the case may be. 


        For
the purposes of Section 4.03 hereof: 



        (1)   "Investment"
shall include and be valued at the fair market value of the net assets of any Restricted Subsidiary at the time that such Restricted Subsidiary is
designated an Unrestricted Subsidiary and shall exclude the fair market value of the net assets of any Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is designated a Restricted
Subsidiary; and 


        (2)   the
amount of any Investment is the original cost of such Investment plus the cost of all additional Investments by the Company or any of its Restricted Subsidiaries,
without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment, reduced by the payment of dividends or
distributions in connection with such Investment or any other amounts received in respect of such Investment; 




provided, that no such payment of dividends or distributions or receipt of any such other amounts shall reduce the amount of any Investment if such
payment of dividends or distributions or receipt of any such amount would be included in Consolidated Net Income. 



        If
the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary of the Company such that, after
giving effect to any such sale or disposition, the Company no longer owns, directly or indirectly, greater than 50% of the outstanding Common Stock of such Restricted Subsidiary, the Company will be
deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary not sold or disposed of. 


        "Issue Date" means June 30, 2003, the date of original issuance of the Initial Notes. 


13







 



        "Legal Defeasance" has the meaning provided in Section 8.01. 


        "Lien" means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest), but not including any interests in accounts receivable and related assets
conveyed by the Company or any of its Restricted Subsidiaries in connection with any Qualified Securitization Transaction. 


        "Maturity Date" means, with respect to the Fixed Rate Notes, July 15, 2010, and, with respect to the Floating Rate Notes,
July 15, 2008. 


        "Moody's" means Moody's Investors Service, Inc. and its successors. 



        "Net Cash Proceeds" means, with respect to any Asset Sale, (i) the proceeds in the form of cash or Cash Equivalents and
(ii) the proceeds, in whatever form, received from the sale or other disposition of Collateral, including proceeds in respect of deferred payment obligations (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 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)  Indebtedness
secured by Permitted Liens (or Indebtedness of Restricted Subsidiaries that are not Guarantors) that is required to be repaid in connection with such Asset
Sale; and 


        (D)  appropriate
amounts to be provided by the Company or any Restricted Subsidiary, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset
Sale and retained by the Company or any Restricted Subsidiary, after such Asset Sale, including pension and other post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with such Asset Sale. 




        "Net Cash Proceeds Offer" has the meaning provided in Section 4.15. 


        "Net Cash Proceeds Offer Trigger Date" has the meaning provided in Section 4.15. 


        "Net Cash Proceeds Offer Payment Date" has the meaning provided in Section 4.15. 



        "Net Loss Proceeds" means any cash insurance or condemnation proceeds (by settlement, judgment or otherwise) received by the Company or
any of its Restricted Subsidiaries in respect of any Event of Loss, (but excluding business interruption insurance proceeds), net of the direct costs in recovery of such proceeds (including, without
limitation, legal, accounting, appraisal and insurance adjuster fees and any relocation expenses incurred as a result thereof), amounts required to be applied to the repayment of Indebtedness secured
by Liens on the Collateral that was the subject of such Event of Loss that are senior to the Liens securing the Notes, and any taxes paid or payable as a result thereof. 



        "Net Loss Proceeds Offer" has the meaning provided in Section 4.20. 


        "Net Loss Proceeds Offer Payment Date" has the meaning provided in Section 4.20. 


        "Net Loss Proceeds Offer Trigger Date" has the meaning provided in Section 4.20. 


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



        "Notes" means, collectively, the Fixed Rate Notes (including, without limitation, any Additional Fixed Rate 


14









   
Notes), the Floating Rate Notes (including, without limitation, any Additional Floating Rate Notes) and the Exchange Notes, treated as a single class of securities under this Indenture, except as set
forth herein. 


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



        "Obligations Under the Credit Facility" means any and all obligations, liabilities and indebtedness of every kind, nature and description
(whether or not constituting future advances or otherwise) from time to time owing by, or on behalf of, the Company or any of its Subsidiaries under, or in connection with any Indebtedness, including
principal, interest, charges, fees, premiums, indemnities and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, evidenced by or arising under such
Indebtedness whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of such Indebtedness, or after the commencement of any case with respect
to the Company or any of its Subsidiaries under the Bankruptcy Law (at the rate provided for in the such Indebtedness) (and including, without limitation, any principal, interest, fees, costs,
expenses and other amounts, which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in any such case or
similar proceeding), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and whether arising
directly or howsoever acquired. 


        "Offering Memorandum" means the Offering Memorandum dated June 23, 2003 relating to the Initial Notes. 



        "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 Financial Director, or the Secretary of such Person, or any other officer designated by the Board of Managers serving in a similar capacity. 


        "Officers' Certificate" means, with respect to any Person, a certificate signed by two Officers or by an Officer and either an Assistant
Treasurer or an Assistant Secretary of such Person and otherwise complying with the requirements of Sections 12.04 and 12.05, as they relate to the making of an Officers' Certificate, and delivered to
the Trustee. 


        "Opinion of Counsel" means a written opinion from legal counsel who is reasonably acceptable to the Trustee complying with the
requirements of Sections 12.04 and 12.05, as they relate to the giving of an Opinion of Counsel, and delivered to the Trustee. 


        "Organizational Documents" means, with respect to any Person, such Person's memorandum, articles or certificate of incorporation, bylaws,
partnership agreement, joint venture agreement, limited liability company agreement or other similar governing documents and any document setting forth the designation, amount and/or relative rights,
limitations and preferences of any class or series of such Person's Capital Stock. 


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


        "Paying Agent" means an office or agency located in the United States of America, maintained by the Company, where Notes may be presented
or surrendered for payment. The Paying Agent shall not be the Company or an Affiliate of the Company. 


        "Permitted Collateral Liens" means (i) Liens securing the Notes (and the related Guarantees), (ii) Liens securing
Indebtedness incurred pursuant to clause (2) of the definition of "Permitted Indebtedness", (iii) Liens of the type described in clauses (2), (3), (4), (5), (6), (7), (8), (11), (12),
(13), (14), (15) and (16) of the definition of "Permitted Liens"; provided that, in the case of clauses (2), (3), 


15







 



(5) and
(13) thereof, any proceeding instituted contesting such Lien shall conclusively operate to stay the sale or forfeiture of any portion of the Collateral on account of such Lien
and (iv) Liens securing Second Priority Senior Secured Indebtedness. 


        "Permitted Indebtedness" means, without duplication, each of the following: 



        (1)   Indebtedness
under the Initial Notes (and the Exchange Notes issued in exchange therefor pursuant to the Registration Rights Agreement) and the related Guarantees; 


        (2)   Indebtedness
incurred pursuant to the Credit Facility in an aggregate principal amount not exceeding $100 million at any one time outstanding, less (i) the
amount of any payments made by the Company or any of its Restricted Subsidiaries under the Credit Facility with the Net Cash Proceeds of any Asset Sale (which are accompanied by a corresponding
permanent commitment reduction) pursuant to clause (1)(B) or (2)(B) of the second paragraph of Section 4.15 and (ii) then outstanding
Indebtedness of each Securitization Entity after giving effect to the substantially contemporaneous application of the net proceeds therefrom; 


        (3)   (a)
Interest Swap Obligations of the Company and its Restricted Subsidiaries relating to: 



        (i)    Indebtedness
of the Company or any of its Restricted Subsidiaries, or 


        (ii)   Indebtedness
that the Company or any of its Restricted Subsidiaries reasonably intends to incur within six months; and 


        (b)   Interest
Swap Obligations of any Restricted Subsidiary of the Company relating to: 


        (i)    Indebtedness
of such Restricted Subsidiary, or 


        (ii)   Indebtedness
that such Restricted Subsidiary reasonably intends to incur within six months. 




        Any
such Interest Swap Obligations will constitute "Permitted Indebtedness" only if they are entered into to protect the Company and its Restricted Subsidiaries from fluctuations in
interest rates on Indebtedness permitted under this Indenture to the extent the notional principal amount of such Interest Swap Obligations, when incurred, does not exceed the principal amount of the
Indebtedness to which such Interest Swap Obligations relate; 


        (4)   Indebtedness
under (A) Commodity Agreements designed to protect the Company or any of its Restricted Subsidiaries against fluctuations in the price of commodities
actually at that time used (including corresponding or similar commodities) in the ordinary course of the Company or its Restricted Subsidiaries and (B) Currency Agreements designed to protect
the Company or any Restricted Subsidiary of the Company against fluctuations in currency values; provided that in the case of Currency Agreements which
relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of the Company and its Restricted Subsidiaries outstanding other than as a result of fluctuations in foreign currency
exchange rates or by reason of fees, indemnities and compensation payable thereunder; 


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



16







 




        (6)   Indebtedness
of the Company to a Restricted Subsidiary for so long as such Indebtedness is held by a Restricted Subsidiary, in each case subject to no Lien (other than
Liens securing intercompany notes pledged under the Credit Facility); provided that (A) any Indebtedness of the Company (other than pursuant to
intercompany notes pledged under the Credit Facility) to any Restricted Subsidiary is unsecured and subordinated, pursuant to a written agreement, to the Company's obligations under this Indenture and
the Notes and (B) if as of any date any Person other than a Restricted Subsidiary owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness (other than
pursuant to the pledge of intercompany notes under the Credit Facility), such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness of the Company; 


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


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


        (9)   Refinancing
Indebtedness; 


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



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


        (12) guarantees
by the Company or a Restricted Subsidiary of Indebtedness incurred by the Company or a Restricted Subsidiary so long as the incurrence of such Indebtedness
by the Company or any such Restricted Subsidiary is otherwise permitted by the terms of this Indenture and such Restricted Subsidiary complies with Section 4.18; 



        (13) Indebtedness
of the Company and its Restricted Subsidiaries pursuant to overdraft lines or similar extensions of credit in an aggregate amount not to exceed
$20 million at any one time outstanding; 


        (14) Indebtedness
of the Company or any Restricted Subsidiary incurred in the ordinary course of business not to exceed $5 million at any time outstanding: 



        (A)  representing
Capitalized Lease Obligations; or 


        (B)  constituting
purchase money Indebtedness incurred to finance property or assets of the Company or any Restricted Subsidiary acquired in the ordinary course of business; 




provided, however, that such purchase money Indebtedness shall not exceed the cost of such property or
assets and shall not be secured by any property or assets of the Company or any Restricted Subsidiary other than the property and assets so acquired; 



17







 

        (15) Indebtedness
of Foreign Subsidiaries to the extent that the aggregate outstanding amount of Indebtedness incurred by all Foreign Subsidiaries under this
clause (15) does not exceed at any one time the lesser of (x) $25 million and (y) an amount equal to the sum of: 



        (A)  80%
of the consolidated book value of the accounts receivable of all Foreign Subsidiaries; and 


        (B)  60%
of the consolidated book value of the inventory of all Foreign Subsidiaries; 




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


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



        (18) Indebtedness
of the Company to any of its Restricted Subsidiaries incurred in connection with the purchase of accounts receivable and related assets by the Company from
any such Restricted Subsidiary which assets are subsequently conveyed by the Company to a Securitization Entity in a Qualified Securitization Transaction; 


        (19) Indebtedness
of the Company and its Restricted Subsidiaries outstanding on the Issue Date after giving effect to the Transaction; and 


        (20) additional
Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount not to exceed $10 million at any one time outstanding. 




        "Permitted Investments" means: 



        (1)   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; 


        (2)   Investments
in the Company by a Restricted Subsidiary of the Company; provided that any Indebtedness of the Company or
any Guarantor to a non-Guarantor (unless to the Company) evidencing such Investment is unsecured and subordinated (other than pursuant to intercompany notes pledged under the Credit
Facility), pursuant to a written agreement, to the Company's or such Guarantor's obligations under this Indenture, the Notes and the Guarantees; 


        (3)   investments
in cash and Cash Equivalents; 


        (4)   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; 


        (5)   Investments
in securities received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any debtors of the Company or its
Restricted Subsidiaries; 


        (6)   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; 


        (7)   Investments
by the Company or its Restricted Subsidiaries using Net Loss Proceeds in compliance with Section 4.20; 


        (8)   Investments
in Unrestricted Subsidiaries or joint ventures not to exceed the sum of: 



        (A)  the
aggregate net after-tax amount returned in cash on or with respect to any Investments made in Unrestricted Subsidiaries and joint ventures whether
through interest payments, principal payments, dividends or other distributions or payments; 




18







 


        (B)  the
net after-tax cash proceeds received by the Company or any Restricted Subsidiary from the disposition of all or any portion of such Investments (other
than to a Restricted Subsidiary of the Company); 


        (C)  upon
redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of such Subsidiary; and 


        (D)  the
net cash proceeds received as a capital contribution by the Company from the issuance of Specified Capital Stock; 




        (9)   Investments
by Foreign Subsidiaries in Foreign Cash Equivalents; 


        (10) any
Indebtedness of the Company to any of its Restricted Subsidiaries incurred in connection with the purchase of accounts receivable and related assets by the Company
from any such Subsidiary which
assets are subsequently conveyed by the Company to a Securitization Entity in a Qualified Securitization Transaction; and 


        (11) additional
Investments in an aggregate amount not exceeding $15 million at any one time outstanding. 




        "Permitted Liens" means the following types of Liens: 



        (1)   Liens
on (a) assets of a Person that merges with or into or consolidates with the Company or any of its Restricted Subsidiaries after the Issue Date,
(b) assets of a Person that otherwise becomes a Restricted Subsidiary of the Company after the Issue Date or (c) assets acquired by the Company or any of its Restricted Subsidiaries
after the Issue Date; provided that, in each case, (x) such Liens existed at the time of such event, (y) such Liens were not incurred in
connection with, or in contemplation of, such event and (z) such Liens do not extend to any assets of the Company or any of its Restricted Subsidiaries (other than, in the case of clauses
(a) and (b) above, the assets of such Person); 


        (2)   Liens
for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as
to which the Company or any of its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP; 


        (3)   statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary
course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect
thereof; 


        (4)   Liens
incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security,
including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory
obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the
payment of borrowed money); 


        (5)   judgment
Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated
for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired; 


        (6)   easements,
rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any
material respect with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries; 



19







 




        (7)   Liens
representing any interest or title of a lessor under any Capitalized Lease; provided that such Liens do not extend
to any property or assets which is not leased property subject to such Capitalized Lease; 


        (8)   Liens
upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created
for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 


        (9)   Liens
securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and
products and proceeds thereof; 


        (10) Liens
encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Company or any of its Restricted
Subsidiaries, including rights of offset and set-off; 


        (11) Liens
securing purchase money Indebtedness incurred pursuant to clause (14) of the definition of "Permitted Indebtedness";  provided, however, that the Lien
securing such Indebtedness shall be created within 180 days of
such acquisition or construction or, in the case of a refinancing of any purchase money Indebtedness, within 180 days of such refinancing; 


        (12) leases
or subleases granted to others not interfering in any material respect with the business of the Company or any of the Company's Restricted Subsidiaries and any
interest or title or a lessor under any lease permitted by this Indenture; and 


        (13) Environmental
Liens, to the extent that (A) any proceedings commenced for the enforcement of such Liens shall have been suspended or are being contested in good
faith, (B) provision for all liability and damages that are the subject of said Environmental Liens has been made on the books of such Person to the extent required by GAAP and (C) such
Liens do not relate to obligations exceeding $5 million in the aggregate at any one time; 


        (14) Liens
securing Interest Swap Obligations, Commodity Agreements and Currency Agreements constituting Permitted Indebtedness; 



        (15) Liens
securing Indebtedness incurred pursuant to clause (2), (13) or (20) of the definition of "Permitted Indebtedness"; and 


        (16) Liens
securing Indebtedness (other than Permitted Indebtedness) incurred pursuant to Section 4.12 hereof in an aggregate principal amount not to exceed at any
one time outstanding (A) the Consolidated EBITDA of the Company during the Four Quarter Period ending on or prior to the date of the transaction giving rise to the need to make this
calculation, calculated in accordance with the definition of "Consolidated Fixed Charge Coverage Ratio," minus (B) $100 million, and minus (C) the amount of Indebtedness of the
Company or its Restricted Subsidiaries (other than Indebtedness incurred pursuant to clauses (1) through (6) inclusive, (13), (14), (16) or (20) of the definition of
"Permitted Indebtedness") which is secured by a Lien (other than a Lien which is a Permitted Collateral Lien) on assets or property of the Company or its Restricted Subsidiaries. 




        "Permitted Tax Distribution" for any fiscal year means any payments made in compliance with clause (5) of the second paragraph of
Section 4.03. 



        "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. 


20







 



        "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 that are Restricted Securities (including the Initial Notes)
in the form set forth on Exhibit A-1 and Exhibit A-2. 


        "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 Institutional Buyer" or "QIB" has the meaning specified in Rule 144A. 


        "Qualified Securitization Transaction" means any transaction or series of transactions that may be entered into by the Company or any of
its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer pursuant to customary terms to: 



        (1)   a
Securitization Entity or to the Company, which subsequently transfers to a Securitization Entity (in the case of a transfer by the Company or any of its Restricted
Subsidiaries); and 


        (2)   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 Restricted Subsidiaries, and any assets related
thereto including, without limitation, all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts
receivable, proceeds of such accounts receivable and other assets (including contract rights) which are customarily transferred or in respect of which security interests are customarily granted in
connection with asset securitization transactions involving accounts receivable. 


        "Record Date" means, with respect to each Note, each applicable Record Date specified therein. 


        "Redemption Date" means, with respect to any Note, the Maturity Date of such Note or the earlier date on which such Note is to be redeemed
by the Company pursuant to paragraph 5 of the Fixed Rate Notes, with respect to a Fixed Rate Note, and paragraph 5 of the Floating Rate Notes, with respect to a Floating Rate Note. 



        "Redemption Price" has the meaning provided in Section 3.03. 


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



        "Refinancing Indebtedness" means any Refinancing by the Company or any Restricted Subsidiary of the Company of Indebtedness permitted by
Section 4.12 hereof, in each case that does not: 



        (1)   result
in an increase in the aggregate principal amount of Indebtedness of such Person as of the date of such proposed Refinancing (plus the amount of any premium
required to be paid under the terms of the instrument governing such Indebtedness and plus the amount of reasonable expenses incurred by the Company and its Restricted Subsidiaries in connection with
such Refinancing); or 



21









  



        (2)   create
Indebtedness with 



        (A)  a
Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced, or 



        (B)  a
final maturity earlier than the final maturity of the Indebtedness being Refinanced; 





provided that if such Indebtedness being Refinanced: 




        (i)    is
Indebtedness solely of the Company, then such Refinancing Indebtedness shall be Indebtedness solely of the Company; or 


        (ii)   is
subordinate or junior to the Notes or a Guarantee, then such Refinancing Indebtedness shall be subordinate to the Notes or such Guarantee at least to the same extent
and in the same manner as the Indebtedness being Refinanced. 





        "Registrar" has the meaning provided in Section 2.03. 


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


        "Regulation S" means Regulation S under the Securities Act. 



        "Regulation S Global Security" has the meaning provided in Section 2.01. 


        "Release" means release, spill, emission, leaking, pumping, pouring, emptying, dumping, injection, deposit, disposal, discharge,
dispersal, escape, leaching, or migration into the indoor or outdoor environment or into or out of any property of any Person or at any other location to which such Person has transported or arranged
for the transportation of any Contaminant, including the movement of Contaminants through or in the air, soil, surface water, groundwater or property of such Person or at any other location, including
any location to which such Person has transported or arranged for the transportation of any Contaminant. 


        "Released Interest" has the meaning provided in Section 11.03(a). 


        "Released Trust Monies" has the meaning provided in Section 11.12(D). 


        "Replacement Assets" has the meaning provided in Section 4.15. 


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


        "Restricted Global Security" has the meaning provided in Section 2.01. 


        "Restricted Payment" means to: 



        (1)   declare
or pay any dividend or make any distribution, other than dividends or distributions payable in Qualified Capital Stock of the Company or any warrants, rights or
options to purchase or acquire shares of any class of such Qualified Capital Stock, on or in respect of shares of the Company's Capital Stock to holders of such Capital Stock; 


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



22







 




        (3)   make
any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled
repayment or scheduled sinking fund payment, any Indebtedness of the Company or any Guarantor that is subordinate or junior in right of payment to the Notes or such Guarantor's Guarantee, as the case
may be; or 


        (4)   make
any Investment other than Permitted Investments. 




        "Restricted Period" has the meaning provided in Section 2.01. 


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



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


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


        "Second Priority Senior Secured Indebtedness" means (i) the Indebtedness represented by the obligations under the Notes (including
any Additional Notes subsequently issued under and in compliance with the terms of this Indenture) and the related Guarantees and (ii) (A) Indebtedness (other than Permitted
Indebtedness) incurred by the Company or the Guarantors pursuant to Section 4.12(a) or (B) Indebtedness incurred by the Company or the Guarantors under clause (2) or
(20) of the definition of "Permitted Indebtedness," in each case that is not secured by any Lien other than a second priority Lien upon the Collateral permitted by this Indenture. 



        "Second Priority Senior Secured Parties" means (i) each of the Trustee on behalf of itself and the Holders of the Notes (including
any Additional Notes subsequently issued under and in compliance with the terms of this Indenture) and (ii) the holders from time to time of any other Second Priority Senior Secured
Indebtedness and the duly authorized representative of such holders, if any; provided, in each case, that such Person or its duly authorized
representative shall have become a party to the Intercreditor Agreement and the other applicable Security Documents. 



        "Secured Parties" means, collectively, the First Priority Senior Secured Parties and the Second Priority Senior Secured Parties. 


        "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 Restricted Subsidiary
of the Company makes an Investment and to which the Company or any Restricted Subsidiary of the Company transfers accounts receivable which engages 


23







 



in
no activities other than in connection with the financing of accounts receivable and which is designated by the Board of Managers of the Company (as provided below) as a Securitization Entity: 



        (1)   no
portion of the Indebtedness or any other Obligations (contingent or otherwise) of which: 



        (i)    is
guaranteed by the Company or any Restricted Subsidiary of the Company (other than the Securitization Entity) (excluding guarantees of Obligations (other than the
principal of, and interest on, Indebtedness)) pursuant to Standard Securitization Undertakings; 


        (ii)   is
recourse to or obligates the Company or any Restricted Subsidiary of the Company (other than the Securitization Entity) in any way other than pursuant to Standard
Securitization Undertakings; or 


        (iii)  subjects
any property or asset of the Company or any Restricted Subsidiary of the Company (other than the Securitization Entity), directly or indirectly, contingently
or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings and other than any interest in the accounts receivable and related assets being financed (whether
in the form of an equity interest in such assets or subordinated indebtedness payable primarily from such financed assets) retained or acquired by the Company or any Restricted Subsidiary of the
Company, 




        (2)   with
which neither the Company nor any Restricted Subsidiary of the Company has any material contract, agreement, arrangement or understanding other than on terms no
less favorable to the Company or such Restricted 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 


        (3)   to
which neither the Company nor any Restricted Subsidiary of the Company has any obligation to maintain or preserve such entity's financial condition or cause such
entity to achieve certain levels of operating results. Any such designation by the board of managers or 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 managers or directors of the Company giving effect to such designation and an Officers' Certificate certifying that such designation complied with the
foregoing conditions. 




        "Security Documents" means, collectively, the Intercreditor Agreement and all security agreements, mortgages, deeds of trust, pledges,
collateral assignments, additional intercreditor agreements and other agreements or instruments evidencing or creating any security interest in favor of the Collateral Agent, the Trustee or any
Holders of the Notes in any or all of the Collateral, in each case as amended from time to time in accordance with its terms. 



        "Senior Indebtedness" means Indebtedness of the Company or a Guarantor that is not Subordinated Indebtedness. 


        "Senior Secured Indebtedness" means Obligations under (i) Senior Indebtedness (x) under the Credit Facility permitted under
clause (2) of the definition of "Permitted Indebtedness" or (y) incurred pursuant to clause (3), (4)(B), (13) or (20) of the definition of "Permitted Indebtedness,"
(ii) Senior Indebtedness (other than Permitted Indebtedness) incurred pursuant to Section 4.12(a) or (iii) any Refinancing of Senior Indebtedness in clause (i) or
(ii) above, in each case that is secured by a Lien on any property or assets of the Company or any of the Guarantors. 


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


24







 



        "Specified Capital Stock" means Qualified Capital Stock of the Company issued to a Person who is not an Affiliate of the Company and the
cash proceeds from the issuance of which are contributed to the capital of the Company and 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
Restricted Subsidiary of the Company which are reasonably customary in an accounts receivable securitization transaction. 



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


        "Subsidiary" means: 



        (A)  with
respect to any Person, 



        (1)   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 


        (2)   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; and 




        (B)  without
limiting the foregoing, with respect to the Company, Vantico Thailand. 




        "S&P" means Standard & Poor's Ratings Service, Inc. and its successors. 


        "Tax Sharing Agreement" means the tax sharing agreement dated as of June 30, 2003 among Huntsman Group, Inc., Huntsman
Advanced Materials Investment LLC, Huntsman Advanced Materials Holdings LLC and Huntsman Advanced Materials LLC, as in effect on the Issue Date. 



        "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. 


        "Transaction" means the restructuring of Vantico Group S.A. and its Subsidiaries pursuant to the series of transactions defined in the
Offering Memorandum as the "Transaction" and described therein under the heading "Summary—Ownership Structure and History." 


        "Transfer" has the meaning provided in Section 11.03(a). 



        "Trust Monies" means all cash and Cash Equivalents and Foreign Cash Equivalents deposited in the Collateral Account in accordance with
this Indenture and/or any Security Document. 


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


        "Unrestricted Global Security" has the meaning provided in Section 2.01. 



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


        "Unrestricted Subsidiary" of any Person means: 



        (1)   any
Subsidiary of such Person that at the time of determination will be or continue to be designated an Unrestricted Subsidiary; and 


        (2)   any
Subsidiary of an Unrestricted Subsidiary. 



25







 





        The
Board of Managers of the Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary if: 




        (i)    such
Subsidiary does not own any Capital Stock of, or does not own or hold any Lien on any property of, the Company or any other Subsidiary of the Company that is a
Subsidiary of the Subsidiary to be so designated; 


        (ii)   the
Company certifies to the Trustee that such designation complies with Section 4.03; and 


        (iii)  each
Subsidiary to be designated as an Unrestricted Subsidiary and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur,
issue, assume, guarantee or otherwise become directly or indirectly liable with respect to (i) any Indebtedness under which the lender has recourse to any of the assets of the Company or any of
its Restricted Subsidiaries or (ii) any other Senior Secured Indebtedness. 





        The
Board of Managers of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: 




        (i)    immediately
after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in
compliance with Section 4.12; and 


        (ii)   immediately
before and immediately after giving effect to such designation, no default or Event of Default will have occurred and be continuing. 





        Any
such designation by the Board of Managers of the Company will be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution approving the designation
and an Officers' Certificate certifying that the designation complied with this Indenture. 


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


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


        "Valuation Date" has the meaning provided in Section 11.03(a). 


        "Vantico Thailand" means Vantico Thailand Ltd., a limited company organized under the laws of Thailand, for so long as its
financial results are or are required to be consolidated with the financial results of the Company in accordance with GAAP. 


        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing: 



        (1)   the
then outstanding aggregate principal amount of such Indebtedness, into 


        (2)   the
sum of the total of the products obtained by multiplying 



        (i)    the
amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect
thereof, by 


        (ii)   the
number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment. 





        "Wholly Owned Restricted Subsidiary" of any Person means any Wholly Owned Subsidiary of such Person which at the time of determination is
a Restricted Subsidiary of such Person. 


26







 

        "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 required to be owned by other Persons pursuant to applicable law) are owned by such Person or any
Wholly Owned Subsidiary of such Person. 


SECTION
1.02.    Incorporation by Reference of TIA.    



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



        "indenture securities" means the Notes. 


        "indenture security holder" means a Holder or a Noteholder. 


        "indenture to be qualified" means this Indenture. 


        "indenture trustee" or "institutional trustee" means the Trustee. 


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




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


SECTION
1.03.    Rules of Construction.    


        Unless
the context otherwise requires: 



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


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


        (3)   "or" is not exclusive; 


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


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



ARTICLE TWO  


 THE NOTES  


SECTION
2.01.    Form and Dating.    


        Restricted
Securities (including the Initial Notes) and the Trustee's certificate of authentication relating thereto shall be substantially in the form of  Exhibit A-1 (in the case of Fixed Rate Notes) and
Exhibit A-2 (in
the case of Floating Rate Notes). Unrestricted Notes (including Exchange Notes issued pursuant to the registered exchange offer in accordance with the Registration Rights Agreement and the Trustee's
certificate of authentication relating thereto shall be substantially in the form of Exhibit A-3 (in the case of Fixed Rate Notes)
and Exhibit A-4 (in the case of Floating Rate Notes). The Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage. Notes that are Restricted Securities (including the Initial Notes) shall bear the Private Placement Legend. The Company shall approve the form of the Notes and any notation,
legend or endorsement thereon. Each Note shall be dated the date of issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee from each of the Guarantors
endorsed thereon substantially in the form of Exhibit E hereto. 


27







 



        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. 


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


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


        Regulation S Global Securities.    (i) Notes offered and sold in reliance on Regulation S shall be
initially issued in the form of one or more Restricted Global Securities in definitive, fully registered form without interest coupons, with such applicable legends as are provided for in  Exhibit A
hereto, except as otherwise permitted herein. Until such time as the applicable "distribution compliance period" as defined in
Regulation S (the "Restricted Period") shall have terminated, each such global security shall be referred to herein as a
"Regulation S Global Security." 


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


        Unrestricted Global Securities.    (i) Unrestricted Notes shall be issued in the form of one or more global securities
(each, an "Unrestricted Global Security") in definitive, fully registered form without interest coupons, with the legend provided for in  Annex B hereto
without the Private Placement Legend. 



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



        Physical Notes.    Notes issued in exchange for interests in a Global Security 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-1,  A-2, A-3 or A-4, as
applicable (the "Physical Notes"). 


28








 



SECTION
2.02.    Execution and Authentication; Aggregate Principal Amount.    


        An
Officer who shall have been duly authorized by all requisite corporate actions shall execute 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. 


        On
the Issue Date, upon Company Order the Trustee shall authenticate and deliver (i) $250,000,000 aggregate principal amount of Fixed Rate Notes in the form of Initial Fixed Rate
Notes and (ii) $100,000,000 aggregate principal amount of Floating Rate Notes in the form of Initial Floating Rate Notes. In addition, at any time, from time to time, the Trustee shall
authenticate and deliver Unrestricted Notes upon a written notice of each of the Company, for original issuance in the aggregate principal amount specified in such order for original issue in the
aggregate principal amount, provided that Unrestricted Notes shall be issuable only upon the valid surrender for cancellation of Global Securities or
other Notes of a like aggregate principal amount. Additional Notes shall be issued in accordance with Sections 2.01 and 2.18. Any such order shall specify the amount of the Notes to be authenticated
and the date on which the original issue of Notes is to be authenticated, whether the Notes are Unrestricted Notes and whether (subject to Section 2.01) the Notes are to be issued as Physical
Notes or Global Securities and such other information as the Trustee may reasonably request, and, in the case of an issuance of Additional Notes pursuant to Section 2.18 after the Issue Date,
shall certify that such issuance will not be prohibited by Section 4.12. 


        Notwithstanding
the foregoing, except as provided in Section 9.02, 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 New York) 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 Paying Agent shall not be the Company or an Affiliate of the Company. The Registrar
shall keep a register of the Notes and of their transfer and exchange. The Company, upon notice to the Trustee, may have one or more co-Registrars and one or more additional paying agents
reasonably acceptable to the Trustee. The term "Paying Agent" includes any additional paying agent. The Company may change the Paying Agent or Registrar
without notice to any Holder. 


29







 



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



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


SECTION
2.04.    Paying Agent To Hold Assets in Trust.    


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


SECTION
2.05.    Holder Lists.    



        The
Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Holders and shall otherwise comply
with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee five (5) Business Days before each Interest Payment Date and at such other times as
the 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 6 of the Notes and ending at the
close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part. 


30











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


SECTION
2.07.    Replacement Notes.    


        If
a mutilated Note is surrendered to the Trustee or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee
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 their reasonable out-of-pocket expenses in replacing a
Note, including reasonable fees and expenses of counsel. Every replacement Note shall constitute an additional obligation of the Company and every replacement Guarantee shall constitute an additional
obligation of the Guarantors. 


SECTION
2.08.    Outstanding Notes.    


        Notes
outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, 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, U.S. Government Obligations, or a combination thereof sufficient to pay all of the principal,
premium, if any, and interest due on the Notes payable on that date and is not prohibited from paying such money
to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue. 


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


SECTION
2.09.    Treasury Notes.    


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


31







 



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 all
cancelled Securities in accordance with its customary procedures. Subject to Section 2.07, the Company may not issue new Notes to replace Notes that the Company has paid or delivered to the
Trustee for cancellation. If the Company shall acquire any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Notes unless and
until the same are surrendered to the Trustee for cancellation pursuant to this Section 2.11. 


SECTION
2.12.    Defaulted Interest.    


        The
Company will pay interest on overdue principal from time to time on demand at the rate of interest then borne by the Notes. The Company shall, to the extent lawful, pay interest on
overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the rate of interest then borne by the Notes. Interest on the 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" and/or "ISIN" numbers, and if
so, the Trustee shall use the CUSIP and/or ISIN numbers in notices of redemption or exchange as a convenience to Holders; provided,  however, that no
representation is hereby deemed to be made by the Trustee as to the correctness or accuracy of the CUSIP numbers printed in the notice
or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes. The Company shall promptly notify the Trustee of any change in the CUSIP or ISIN number. 


SECTION
2.14.    Deposit of Moneys.    


        Prior
to 11:00 a.m. New York time on each Interest Payment Date, Maturity Date, Redemption Date, Change of Control Payment Date, and Net Cash 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 Cash 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 Cash Proceeds Offer Payment Date, as the case may be. 


32







 



SECTION
2.15.    Book-Entry Provisions for Global Securities.    



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


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


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


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


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


SECTION
2.16.    Transfer and Exchange of Securities.    


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



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


        (ii)    Restricted Global Security to Regulation S Global Security.    If the Holder of a beneficial interest
in a Restricted Global Security of any series wishes at any time to transfer such interest to 



33







 




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


        (iii)    Restricted Global Security to Unrestricted Global Security.    If the Holder of a beneficial interest in a
Restricted Global Security of any series wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global
Security of such series, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 2.16(a)(iii). Upon receipt by the Registrar, of
(A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Registrar to credit or cause to be credited to a specified Agent Member's account
a beneficial interest in an Unrestricted Global Security in a principal amount equal to that of the beneficial interest in a Restricted Global Security to be so transferred, (B) a written order
given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be
credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in  Exhibit C-2 given by the Holder of
such beneficial interest, the principal amount of the Restricted Global Security shall be reduced,
and the principal amount of an Unrestricted Global Security shall be increased, by the principal amount of the beneficial interest in a Restricted Global Security to be so transferred, in each case by
means of an appropriate adjustment on the records of the Registrar and the Registrar shall instruct DTC or its authorized representative to make a corresponding adjustment to its records and to credit
or cause to be credited to the account of the Person specified in such instructions a beneficial interest in an Unrestricted Global Security having a principal amount equal to the amount so
transferred. 


        (iv)    Regulation S Global Security or Unrestricted Global Security to Restricted Global Security.    If the
Holder of a beneficial interest in a Regulation S Global Security of any series or an Unrestricted Global Security of any series wishes at any time to transfer such interest to a Person who
wishes to take delivery thereof in the form of a beneficial interest in a Restricted Global Security of such series, such transfer may be effected, subject to the Applicable Procedures, only in
accordance with this Section 2.16(a)(iv). Upon receipt by the Registrar of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the
Registrar to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a 



34







 




Restricted
Global Security in a principal amount equal to that of the beneficial interest in a Regulation S Global Security or an Unrestricted Global Security to be so transferred, (B) a
written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member to be credited with, and the account of the Agent Member (and, if
applicable, the Euroclear or Clearstream account, as the case may be) to be debited for, such beneficial interest and (C) with respect to a transfer of a beneficial interest in a
Regulation S Global Security (but not an Unrestricted Global Security) to a Person who the transferor reasonably believes is a "qualified institutional buyer" within the meaning of
Rule 144A under the Securities Act, a certificate in substantially the form set forth in Exhibit C-3 given by the Holder of
such beneficial interest, the principal amount of a Restricted Global Security shall be increased, and the principal amount of a Regulation S Global Security or an Unrestricted Global Security
shall be reduced, by the principal amount of the beneficial interest in a Restricted Global Security to be so transferred, in each case by means of an appropriate adjustment on the records of the
Registrar and the Registrar shall instruct DTC or its authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Restricted Global Security having a principal amount equal to the amount so transferred. 


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


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




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



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



        (ii)    Transfer to Persons Other than Depositary.    Notwithstanding any other provision in this Indenture or the
Securities, no Global Security may be exchanged in whole or in part for Notes registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other
than the appropriate Depositary or a nominee thereof unless (A) DTC notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security, (B) DTC ceases
to be a "Clearing Agency" registered under the Exchange Act, and a successor to DTC is not appointed by the Company within ninety (90) days or (C) an Event of Default has occurred and is
continuing with respect thereto and the owner of a beneficial interest therein requests such exchange or transfer. Any Global Security exchanged pursuant to clause (A) or (B) above shall
be so exchanged in whole and not in part and any Global Security exchanged pursuant to clause (C) above may be exchanged in whole or from time to time in part as directed by DTC. Any Security
issued in exchange for a Global Security or any portion thereof shall be a 



35







 




Global
Security, provided that any such Note so issued that is registered in the name of a Person other than the appropriate Depositary or a nominee thereof shall not be a Global Security. 



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


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



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




SECTION
2.17.    Special Transfer Provisions.    


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


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


36







 



        (c)    General.    By its acceptance of any Note bearing legends, each Holder of such a Note acknowledges the
restrictions on transfer of such Note set forth in this Indenture and in the legends 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, 2.16 or this Section 2.17 for a period of two
years, after which time such letters, notices and other written communications shall at the written request of the Company be delivered to the Company. The Company shall have the right to inspect and
make copies of all such letters, notices
or other written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar. 


SECTION
2.18.    Issuance of Additional Notes.    



        The
Company shall be entitled to issue Additional Notes under this Indenture which shall have substantially identical terms as the Initial Notes, other than with respect to the date of
issuance, issue price, amount of interest payable on the first payment date applicable thereto or upon a registration default as provided under a registration rights agreement related thereto and,
terms of optional redemption, if any (and, if such Additional Notes shall be issued in the form of Exchange Notes, other than with respect to transfer restrictions);  provided that such issuance is not
prohibited by Section 4.12. The Initial Notes, any Additional Notes and all Exchange Notes issued in exchange
therefor shall be treated as a single class for all purposes under this Indenture in accordance with Section 2.02. 



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



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


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


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



ARTICLE THREE  


 REDEMPTION  


SECTION
3.01.    Notices to Trustee.    



        If
the Company elects to redeem Fixed Rate Notes or Floating Rate Notes pursuant to paragraph 5 of the Fixed Rate Notes or paragraph 5 of the Floating Rate Notes,
respectively, it shall notify the Trustee and the Paying Agent in writing of such Redemption Date and the aggregate principal amount of such 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 such 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 Fixed Rate Notes or Floating Rate Notes, as the case may be, are to be redeemed at any time, selection of such Notes for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed or, if such Notes are not listed on a national securities exchange, on a  pro rata
basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided,  however, that no Notes of a principal amount of $1,000 or less
shall be redeemed in part. On and after a Redemption Date, interest shall cease to accrue
on the Notes or portions thereof called for redemption; provided, 


37







 



 further, however, that if a partial redemption is made with the proceeds of an Equity Offering, selection of the Fixed Rate
Notes or Floating Rate Notes, as the case may be, 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 DTC, Euroclear or Clearstream procedures), unless such method is otherwise prohibited. 



SECTION
3.03.    Notice of Redemption.    


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



        (1)   the
Redemption Date; 


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


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


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


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



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


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



        (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; and 


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




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


SECTION
3.04.    Effect of Notice of Redemption.    


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


38











   
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 FOUR  


 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 Fixed Rate Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months and interest on the Floating Rate
Notes will be computed as set forth in Exhibit A-2 hereto. 


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


SECTION
4.02.    Maintenance of Office or Agency.    


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


SECTION
4.03.    Limitation on Restricted Payments.    


        The
Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment if at the time of such Restricted Payment or
immediately after giving effect thereto: 



        (A)  a
Default or an Event of Default shall have occurred and be continuing; 


        (B)  the
Company is not able to incur at least $1.00 of additional Indebtedness other than Permitted Indebtedness in compliance with Section 4.12; or 



39







 




        (C)  the
aggregate amount of Restricted Payments made after the Issue Date, including the fair market value as determined reasonably and in good faith by the Board of
Managers of the Company of non-cash amounts constituting Restricted Payments, shall exceed the sum of: 



        (1)   50%
of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned from
July 1, 2003 through the last day of the last full fiscal quarter immediately preceding the date the Restricted Payment occurs (the "Reference
Date") (treating such period as a single accounting period); plus 



        (2)   100%
of the aggregate net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and sale subsequent to the
Issue Date and on or prior to the Reference Date of Qualified Capital Stock (other than Specified Capital Stock) of the Company or warrants, options or other rights to acquire Qualified Capital Stock
of the Company; plus 


        (3)   without
duplication of any amounts included in clause (2) above, 100% of the aggregate net cash proceeds of any equity contribution received by the Company from a
holder of the Company's Capital Stock. 





        Notwithstanding
the foregoing, the provisions set forth in the immediately preceding paragraph do not prohibit: 




        (1)   the
payment of any dividend within 60 days after the date of declaration of such dividend if the dividend would have been permitted on the date of declaration; 


        (2)   the
acquisition of any shares of Capital Stock of the Company either (A) solely in exchange for shares of Qualified Capital Stock of the Company or (B) if
no Default or Event of Default shall have occurred and be continuing, through the application of net cash proceeds of a substantially concurrent Equity Offering (other than to a Subsidiary of the
Company); 


        (3)   the
acquisition of any Indebtedness of the Company or any of its Restricted Subsidiaries that is subordinate or junior in right of payment to the Notes or a Guarantee of
the Notes either (A) solely in exchange for shares of Qualified Capital Stock of the Company or warrants, rights or options to acquire Qualified Capital Stock of the Company or (B) if no
Default or Event of Default shall have occurred and be continuing, through the application of net cash proceeds of (x) a substantially concurrent Equity Offering or (y) an incurrence for
cash of Refinancing Indebtedness (in each case other than to a Subsidiary of the Company); 



        (4)   so
long as no Default or Event of Default shall have occurred and be continuing, repurchases by the Company of Common Stock of the Company or warrants, rights or options
to acquire such Common Stock from employees of the Company or any of its Subsidiaries or their authorized representatives upon the death, disability or termination of employment of such employees, in
an aggregate amount not to exceed $1 million in any calendar year; 


        (5)   payments
in accordance with the Tax Sharing Agreement; 


        (6)   payments
of dividends on Disqualified Capital Stock issued in accordance with Section 4.12; 



        (7)   following
receipt by the Company of a capital contribution constituting proceeds from an initial public offering of an entity controlling the Company, payment of
dividends by the Company in an amount not to exceed 5% of the amount of such capital contribution in any calendar year; 




40







 





        (8)   payments
to holders of Capital Stock (or to the holders of Indebtedness or Disqualified Capital Stock that is convertible into or exchangeable for Capital Stock upon
such conversion or exchange) in lieu of the issuance of de minimis fractional shares; 


        (9)   repurchases
of shares of Capital Stock deemed to occur upon exercise of options and warrants if such shares represent a portion of the exercise price of such options and
warrants; 


        (10) the
payment of consideration by a third party to equity holders of the Company; and 


        (11) acquisitions
of Indebtedness of the Company or any Guarantor that is subordinated or junior in right of payment to the Notes or any Guarantee after complying with
Section 4.14 or 4.15, as the case may be, and that contains certain provisions requiring that an offer to purchase such Indebtedness be made with the proceeds from an asset sale or upon a
change of control, as the case may be. 





        In
determining the aggregate amount of Restricted Payments made subsequent to the Issue Date in accordance with clause (C) of the second preceding paragraph, cash amounts expended
pursuant to clauses (1), (2), (3)(B)(x), (4), (7) and (11) of the immediately preceding paragraph shall be included in such calculation. Not later than the date of making any Restricted
Payment pursuant to clause (C) of the second preceding paragraph, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment complies with this
Indenture and setting forth in reasonable detail the basis upon which the required calculations were computed, which calculations may be based upon the Company's quarterly financial statements last
provided to the Trustee pursuant to Section 4.09. 


SECTION
4.04.    Corporate Existence.    



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


SECTION
4.05.    Payment of Taxes and Other Claims.    



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


SECTION
4.06.    Maintenance of Properties and Insurance.    



        (a)   The
Company shall, and shall cause each of its Restricted Subsidiaries to, make all reasonable efforts to maintain its material properties in normal condition (subject
to ordinary wear and tear) and make all reasonably necessary repairs, renewals or replacements thereto as in the judgment of the Company may be reasonably necessary to the conduct of the business of
the 



41







 

Company
and its Restricted Subsidiaries; except for such noncompliances as are not in the aggregate reasonably likely to have a material adverse effect on the financial condition or results of
operations of the Company and its Restricted Subsidiaries taken as a whole. 


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




SECTION
4.07.    Compliance Certificate; Notice of Default.    



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


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


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




SECTION
4.08.    Compliance with Laws.    


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


SECTION
4.09.    Reports to Holders.    


        Whether
or not required by the SEC, so long as any Notes are outstanding, the Company must furnish to the Holders of Notes, within the time periods specified in the SEC's rules and
regulations including any extension periods available under such rules and regulations and excluding any requirement and time periods applicable to "accelerated filers" (as defined in
Rule 12b-2 under the 


42







 



Exchange
Act) under such rules and regulations, and make available to securities analysts and potential investors upon request and post on its website: 



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


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




provided that such information need not be provided with respect to the fiscal quarter during which the Issue Date occurs until the 75th day after the
end of such fiscal quarter. 


        If
the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include
a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of
Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted
Subsidiaries of the Company. 


SECTION
4.10.    Waiver of Stay, Extension or Usury Laws.    



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


SECTION
4.11.    Limitations on Transactions with Affiliates.    



        (a)   The
Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series
of related transactions with, or for the benefit of, any of its Affiliates (each, an "Affiliate Transaction"), other than: 



        (1)   Affiliate
Transactions permitted under Section 4.11(b); and 


        (2)   Affiliate
Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might reasonably have been obtained
in a comparable transaction by the Company or the relevant Restricted Subsidiary and an unrelated Person. 





        The
Board of Managers of the Company and the board of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves aggregate
payments or other property with a fair market value in excess of $5 million. This approval must be evidenced by a board resolution that states that the board has determined that the transaction
complies with the foregoing provisions. 


        If
the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction that involves an aggregate fair market value of more than $10 million, then prior
to the consummation of the Affiliate Transaction, the parties to such Affiliate Transaction must obtain a favorable opinion as 


43







 



to
the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent
Financial Advisor and file the same with the Trustee. 



        (b)   The
restrictions described in Section 4.11(a) do not apply to: 



        (1)   reasonable
fees and compensation paid to and indemnity provided on behalf of, officers, directors, managers, employees or consultants of the Company or any Restricted
Subsidiary of the Company as determined in good faith by the Company's Board of Managers or senior management; 



        (2)   transactions
exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such
transactions are not otherwise prohibited by this Indenture; 


        (3)   any
agreement as in effect as of the Issue Date or contemplated by the "Certain Relationships and Related Party Transactions" section of the Offering Memorandum, or any
amendment thereto or any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders of Notes in any material respect than the
original agreement; 


        (4)   Permitted
Investments and Restricted Payments made in compliance with Section 4.03; 


        (5)   transactions
between any of the Company, any of its Restricted Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction;  provided, in each case, that such transactions are
not otherwise prohibited by this Indenture; and 


        (6)   transactions
with distributors or other purchases or sales of goods or services, in each case in the ordinary course of business and otherwise in compliance with the
terms of this Indenture which, when taken together, are fair to the Company or the applicable Restricted Subsidiary, in the reasonable determination of the Board of Managers of the Company or the
senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party. 





SECTION
4.12.    Limitation on Incurrence of Additional Indebtedness.    



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


        (b)   The
Company will not, and will not cause or permit any of its Restricted Subsidiaries to, incur any Indebtedness that is subordinated to any senior Indebtedness of the
Company or any Guarantor unless such subordinated Indebtedness is also subordinated on the same basis to the Notes or the Guarantee of such Guarantor, as the case may be. 


        (c)   The
provisions of this Section 4.12 notwithstanding, neither the Company nor any Guarantor (nor any Restricted Subsidiary that would be required to become a
Guarantor pursuant to Section 4.18 in connection with such incurrence) may incur any Senior Secured Indebtedness 



44







 




(including
in connection with a Refinancing) unless, on or prior to such incurrence, the lenders or holders of such Indebtedness (or a trustee or similar agent on their behalf) join(s) the
Intercreditor Agreement (or execute(s) an intercreditor agreement with the Trustee substantially in the form of the Intercreditor Agreement) in order to reflect the relevant priorities of the various
creditors; provided that the Company need not comply with this requirement to the extent that any new Indebtedness constitutes additional Indebtedness
under the Credit Facility to the extent that the Intercreditor Agreement is in effect. 




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


        The
Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (A) pay dividends or make any other distributions on or in respect of its Capital Stock,
(B) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company, or (C) transfer any of its property or
assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: 




        (1)   applicable
law, rules regulations and/or orders; 


        (2)   this
Indenture or the Security Documents (including, without limitation, Liens permitted by this Indenture and the Security Documents); 



        (3)   customary
non-assignment provisions of any contract or any lease or license governing a leasehold interest of the Company or any Restricted Subsidiary of the
Company; 


        (4)   any
agreements existing at the time of any merger or consolidation with any Person or acquisition of any Person or the properties or assets of such Person (including
agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or
assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; 



        (5)   agreements
existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the board of managers or directors of the Company in their reasonable and good
faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements as in effect on the Issue Date; 



        (6)   restrictions
imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; 


        (7)   any
agreement or instrument governing Capital Stock of any Person that is acquired; 


        (8)   Liens
incurred in accordance with Section 4.17; 


        (9)   restrictions
on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; 



        (10) the
Credit Facility to the extent and in the manner the Credit Facility is in effect on the Issue Date and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, 




45







 





replacements
or refinancings are no more restrictive (as determined by the board of managers or directors of the Company in their reasonable and good faith judgment) in any material respect, taken as
a whole, with respect to such dividend and other payment restrictions than those contained in the Credit Facility as in effect on the Issue Date; 


        (11) agreements
containing restrictions that are no more restrictive (as determined by the board or managers or directors of the Company in their reasonable and good faith
judgment) in any material respect, taken as a whole, than those contained in the Credit Facility as in effect on the Issue Date; 


        (12) customary
restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent
such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; 



        (13) customary
provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the
equity interests therein) entered into in the ordinary course of business; 


        (14) Indebtedness
or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction;  provided that such restrictions apply only to such Securitization Entity;



        (15) any
restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under clause (15) of the definition of "Permitted Indebtedness"; 



        (16) Indebtedness
of the Company and its Subsidiaries permitted under clause (13) of the definition of "Permitted Indebtedness"; 


        (17) contracts
entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of
property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and 


        (18) an
agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4),
(5), (10) or (12) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such
Indebtedness are no less favorable to the Company in any material respect as determined by the board of managers or directors of the Company in their reasonable and good faith judgment than the
provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (10) or (12). 





SECTION
4.14.    Change of Control.    



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


        (b)   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 its 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 



46







 




materials
necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state: 



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


        (2)   the
purchase price (including the amount of accrued interest, if any) and the purchase date (which shall be no earlier than 30 days nor later than 45 days
from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date"); 


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


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


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


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


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


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




        (c)   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 or cause to be transferred by book-entry to such Holders new Notes equal in
principal amount to any unpurchased portion of the Notes surrendered, provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. 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. 



47









  



        (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 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. 


        (e)   The
Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this Indenture with respect to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not
withdrawn under such Change of Control Offer. 




SECTION
4.15.    Limitation on Asset Sales.    


        The
Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: 



        (1)   the
Company or the applicable Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets that are
sold or otherwise disposed of, as determined in good faith by the Company's board of managers or directors; 



        (2)   at
least 75% of the consideration received by the Company or the applicable Restricted Subsidiary from the Asset Sale is in the form of cash or Cash Equivalents and is
received at the time of the Asset Sale. For the purposes of this provision, the amount of any liabilities shown on the most recent applicable balance sheet of the Company or the applicable Restricted
Subsidiary, other than liabilities that are by their terms subordinated to the Notes or a Guarantee, that are assumed by the transferee of any such assets will be deemed to be cash for purposes of
this provision; and 


        (3)   if
such Asset Sale involves Collateral, it complies with the applicable provisions of this Indenture and the Security Documents. 




        Within
365 days after receipt of any Net Cash Proceeds relating to an Asset Sale, the Company or the applicable Restricted Subsidiary may apply the Net Cash Proceeds as follows: 



        (1)   in
the case of Net Cash Proceeds from an Asset Sale involving any Collateral (whether directly or indirectly through an Asset Sale of Capital Stock of a Guarantor that
holds Collateral), to the extent such Net Cash Proceeds constitute proceeds from the sale or other disposition of Collateral: (A) to make (including before the Asset Sale in anticipation of the
replacement of the properties or assets to be disposed) an investment in or expenditures for properties and assets (including Capital Stock of any entity) that replace the properties and assets that
were the subject of the Asset Sale or in properties and assets (including Capital Stock of any entity) that will be used in the business of the Company and its Subsidiaries as existing on the Issue
Date or in businesses reasonably related thereto ("Replacement Assets") (provided that such Replacement
Assets shall become Collateral); and/or (B) to repay First Priority Senior Secured Indebtedness (provided that such repayment permanently reduces amounts outstanding under such First Priority
Senior Secured Indebtedness); or 


        (2)   in
the case of Net Cash Proceeds from an Asset Sale, whether or not involving any Collateral, to the extent such Net Cash Proceeds do not constitute proceeds from the
sale or other disposition of Collateral: (A) to make (including before the Asset Sale in anticipation of the replacement of the properties or assets to be disposed) an investment in or
expenditures for Replacement Assets; (B) to repay First Priority Senior Secured Indebtedness and Indebtedness of 



48







 




Restricted
Subsidiaries of the Company that are not Guarantors (provided that, in each case, such repayment permanently reduces amounts outstanding
under such Indebtedness); and/or (C) to make an acquisition of all of the Capital Stock or assets of any Person or division conducting a business reasonably related to that of the Company or
its Subsidiaries. 




        Any
Net Cash Proceeds that the Company or the applicable Restricted Subsidiary does not apply, or determines not to apply, in accordance with the preceding paragraph will constitute
"Excess Net Cash Proceeds." The 366th day after an Asset Sale or any earlier date, if any, on which the board of managers or directors of the Company or
board of the applicable Restricted Subsidiary determines not to apply any Net Cash Proceeds in accordance with the preceding paragraph is a "Net Cash Proceeds Offer Trigger
Date." When the aggregate amount of Excess Net Cash Proceeds equals or exceeds $15 million, the Company will be required to: 



        (1)   to
the extent that such Excess Net Cash Proceeds constitute proceeds from the sale or other disposition of Collateral, to make an offer (a "Net
Cash Proceeds Offer") to purchase, on a date (the "Net Cash Proceeds Offer Payment Date") that is not less than 30 nor more than
45 days following the applicable Net Cash Proceeds Offer Trigger Date, from all Holders of Notes, on a pro rata basis, the maximum principal
amount of Notes that may be purchased with such Excess Net Cash Proceeds; and 



        (2)   to
the extent that such Excess Net Cash Proceeds do not constitute proceeds from the sale or other disposition of Collateral, to make a Net Cash Proceeds Offer to
purchase, on a date that is not less than 30 nor more than 45 days following the applicable Net Cash Proceeds Offer Trigger Date, from (A) all Holders of Notes and (B) all holders
of other Indebtedness of the Company or any of its Restricted Subsidiaries that contains provisions requiring that an offer to purchase such other Indebtedness be made with the proceeds from the Asset
Sale, on a pro rata basis, the maximum principal amount of Notes and such other Indebtedness that may be purchased with such Excess Net Cash Proceeds. 




        The
offer price for Notes in any Net Cash Proceeds Offer will be equal to 100% of their principal amount, plus any accrued and unpaid interest to the date of purchase. The offer price
for any other Indebtedness of the Company or any of its Restricted Subsidiaries in any Net Cash Proceeds Offer may not exceed 100% of the principal amount of such other Indebtedness, plus any accrued
and unpaid interest to the date of purchase. 


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



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


        (2)   in
the event of the transfer of substantially all, but not all, of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a
transaction permitted under Section 5.01 and as a result thereof the Company is not 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 and its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash
Proceeds for purposes of this Section 4.15. 



49







 





        Notwithstanding
the provisions of the two immediately preceding paragraphs, the Company and its Restricted Subsidiaries may consummate an Asset Sale without complying with such
provisions to the extent: 



        (1)   at
least 80% of the consideration for such Asset Sale constitutes Replacement Assets; and 


        (2)   such
Asset Sale is for fair market value. 




However,
any consideration that (i) does not constitute Replacement Assets or (ii) is received from the sale or other disposition of Collateral and that is received by the Company or any
of its Restricted Subsidiaries in connection with any Asset Sale permitted under this paragraph will constitute Net Cash Proceeds and will be subject to the provisions described in the preceding
paragraphs. 


        Each
notice of a Net Cash 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 Cash 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 Cash Proceeds Offer and shall state the following terms: 



        (1)   that
the Net Cash Proceeds Offer is being made pursuant to Section 4.15 of the Indenture, that all Notes tendered will be accepted for payment;  provided, however, that if the aggregate principal amount of Notes tendered in a Net Cash Proceeds Offer
plus accrued interest at the expiration of such offer exceeds the aggregate amount of the Net Cash 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 Cash 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 Cash Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days
following the applicable Net Cash 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 Cash Proceeds Offer shall cease to accrue interest after
the Net Cash Proceeds Offer Payment Date; 


        (5)   that
Holders electing to have a Note purchased pursuant to a Net Cash 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 Cash 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 Cash 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. 



50







 





        On
or before the Net Cash 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 Cash Proceeds Offer, (ii) deposit with the Paying Agent in accordance with Section 2.14 U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid
interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by
the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers' Certificate specified in clause (iii) above, the Paying Agent shall
promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in
accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon
the payment of the purchase price for the Notes accepted for purchase, the Trustee shall return the Notes purchased to the Company for cancellation. Any monies remaining after the purchase of Notes
pursuant to a Net Cash 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. 


        All
Net Cash Proceeds shall, pending their application in accordance with this Section 4.15 or the release thereof in accordance with the provisions of this Indenture and the
Security Documents, be deposited and held in the Collateral Account. The Company may withdraw monies constituting Net Cash Proceeds from the Collateral Account, pending their application in accordance
with this Section 4.15 or the release thereof in accordance with the provisions of this Indenture and the Security Documents, to temporarily reduce revolving credit borrowings under the Credit
Facility; provided that any amounts so used may not be reborrowed for any purpose except to apply them in accordance with this Section 4.15. 


        To
the extent that any Excess Net Cash Proceeds remain after consummation of a Net Cash Proceeds Offer, the Company or any of its Restricted Subsidiaries may use such remaining Excess
Net Cash Proceeds for any purpose permitted by the other provisions of this Indenture. Upon consummation of a Net Cash Proceeds Offer, the amount of the Excess Net Cash Proceeds shall be reset at
zero. 


        The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of Notes pursuant to a Net Cash Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the
provisions of this Indenture relating to a Net Cash Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.15 by virtue thereof. 


SECTION
4.16.    Limitation on Preferred Stock of Restricted Subsidiaries.    


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



        (1)   any
Person that is not a Restricted Subsidiary of the Company may issue Preferred Stock to equity holders of such Person in exchange for equity interests if after such
issuance such Person becomes a Restricted Subsidiary; and 


        (2)   Petro
Araldite (PAPL) may issue Preferred Stock to its equity holders in exchange for its equity interests. 



51







 





SECTION
4.17.    Limitation on Liens.    


        The
Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of any kind
against or upon any property or assets of the Company or any of its Restricted Subsidiaries, whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or
otherwise convey any right to receive income or profits therefrom, other than (i) with respect to Collateral, Permitted
Collateral Liens and (ii) with respect to non-Collateral, Permitted Liens; provided,  however, that any Lien on non-Collateral shall be permitted
notwithstanding that it is not a Permitted Lien if (x) such Lien secures
obligations (including Indebtedness) of a Restricted Subsidiary of the Company that is not a Guarantor and (y) such obligations (including Indebtedness) are permitted by this Indenture. 



SECTION
4.18.    Limitation of Guarantees by Restricted Subsidiaries.    


        The
Company will not permit any of its Restricted Subsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other
manner become liable with respect to (i) any Indebtedness of the Company or any other Restricted Subsidiary or (ii) any Senior Secured Indebtedness, other than: 



        (A)  Indebtedness
under Currency Agreements and Commodity Agreements in reliance on clause (4) of the definition of "Permitted Indebtedness"; or 



        (B)  Interest
Swap Obligations incurred in reliance on clause (3) of the definition of "Permitted Indebtedness"; or 


        (C)  any
guarantee by a Foreign Subsidiary of Indebtedness of another Foreign Subsidiary permitted under Section 4.12; or 


        (D)  any
guarantee of Indebtedness of the Company and its Restricted Subsidiaries permitted by clause (13) of the definition of "Permitted Indebtedness" 




unless,
in any such case: 



        (1)   such
Restricted Subsidiary, if it is not already a Guarantor, guarantees payment of the Notes to the extent permitted by applicable law; 


        (2)   any
such assumption, guarantee or other liability by such Restricted Subsidiary that is provided in respect of Indebtedness that is not subordinated to any other
Indebtedness shall be pari passu with such Restricted Subsidiary's Guarantee of the Notes under this Indenture; and 


        (3)   any
such assumption, guarantee or other liability by such Restricted Subsidiary that is provided in respect of Indebtedness that is expressly subordinated to the Notes
shall be subordinated to such Restricted Subsidiary's Guarantee of the Notes hereunder. 




SECTION
4.19.    Conduct of Business.    


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


SECTION
4.20.    Events of Loss.    


        In
the event of an Event of Loss, the Company or the applicable Restricted Subsidiary may apply the Net Loss Proceeds from such Event of Loss to make an investment in or expenditures for
Replacement Assets (provided that such Replacement Assets shall become Collateral). 


52







 



        Any
Net Loss Proceeds that the Company or the applicable Restricted Subsidiary does not apply, or determines not to apply, in accordance with the preceding paragraph will constitute
"Excess Net Loss Proceeds." The 366th day after receipt by the Company or the applicable Restricted Subsidiary of the Net Loss Proceeds or any earlier
date on which the board of managers or directors of the Company or board of the applicable Restricted Subsidiary determines not to apply the Net Loss Proceeds in accordance with the preceding
paragraph is a "Net Loss Proceeds Offer Trigger Date." When the aggregate amount of Excess Net Loss Proceeds equals or exceeds $15 million, the
Company will be required to make an offer (a "Net Loss Proceeds Offer") to purchase, on a date (the "Net Loss Proceeds Offer
Payment Date") that is not less than 30 nor more than 45 days following the applicable Net Loss Proceeds Offer Trigger Date, from all Holders of Notes, on a pro rata
basis, the maximum principal amount of Notes that may be purchased with such Excess Net Loss Proceeds. The offer price for Notes in any Net Loss Proceeds Offer will be equal to 100% of their principal
amount, plus any accrued and unpaid interest to the date of purchase. 


        Each
notice of a Net Loss Proceeds Offer pursuant to this Section 4.20 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 Loss 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 Loss Proceeds Offer and shall state the following terms: 



        (1)   that
the Net Loss Proceeds Offer is being made pursuant to Section 4.20 of this Indenture, that all Notes tendered will be accepted for payment;  provided, however, that if the aggregate principal amount of Notes tendered in a Net Loss Proceeds Offer
plus accrued interest at the expiration of such offer exceeds the aggregate amount of the Net Loss 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 Loss 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 Loss Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days
following the applicable Net Loss 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 Loss Proceeds Offer shall cease to accrue interest after
the Net Loss Proceeds Offer Payment Date; 


        (5)   that
Holders electing to have a Note purchased pursuant to a Net Loss 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 Loss 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 Loss 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, 



53







 




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 Loss 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 Loss Proceeds Offer, (ii) deposit with the Paying Agent in accordance with Section 2.14 U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid
interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by
the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers' Certificate specified in clause (iii) above, the Paying Agent shall
promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in
accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Upon
the payment of the purchase price for the Notes accepted for purchase, the Trustee shall return the Notes purchased to the Company for cancellation. Any monies remaining after the purchase of Notes
pursuant to a Net Loss 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 4.20, the Trustee shall act as the Paying Agent. 


        All
Net Loss Proceeds shall, pending their application in accordance with this Section 4.20 or the release thereof in accordance with the provisions of this Indenture and the
Security Documents, be deposited and held in the Collateral Account. 


        To
the extent that any Excess Net Loss Proceeds remain after consummation of a Net Loss Proceeds Offer, the Company or any of its Restricted Subsidiaries may use such remaining Excess
Net Loss Proceeds for any purpose permitted by the other provisions of this Indenture. Upon consummation of a Net Loss Proceeds Offer, the amount of the Excess Net Loss Proceeds shall be reset at
zero. 


        The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of Notes pursuant to a Net Loss Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the
provisions of this Indenture relating to a Loss Proceeds Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations
under this Section 4.20 by virtue thereof. 


        This
Section 4.20 shall apply only to Events of Loss that occur at a time when there are no outstanding Obligations or commitments under any First Priority Senior Secured
Indebtedness. 


ARTICLE FIVE  


 SUCCESSOR CORPORATION  


SECTION
5.01.    Merger, Consolidation and Sale of Assets.    



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



        (1)   either
(A) the Company shall be the surviving or continuing entity or (B) the Person (if other than the Company) formed by such consolidation is an entity
organized and validly existing 



54







 

under
the laws of the United States of America or any State thereof or the District of Columbia (the "Surviving Entity"); 


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



        (3)   immediately
after giving effect to such transaction, including the assumption of the Notes, the Company or the Surviving Entity is able to incur at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.12; 


        (4)   immediately
before and after giving effect to such transaction, including the assumption of the Company's obligations under the Notes, no Default or Event of Default
occurred or exists; and 



        (5)   the
Company or the Surviving Entity shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all requirements under this
Indenture for such a transaction have been satisfied. 




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



        (c)   Each
Restricted Subsidiary of the Company that is a Guarantor (other than any such Guarantor whose Guarantee is to be released in accordance with the terms of the
Guarantee and this Indenture in connection with any transaction complying with the provisions of this Indenture) will not, and the Company will not cause or permit any such Guarantor to, consolidate
with or merge with or into any Person other than the Company or any other Guarantor unless: 



        (1)   the
entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have
been made assumes by supplemental indenture all of the obligations of such Guarantor under the Guarantee and the applicable Security Documents; 


        (2)   immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and 


        (3)   immediately
after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company could satisfy the provisions of
Section 5.01(a)(3). 




        (d)   Any
merger or consolidation of a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor need not comply with
Section 5.01(a). 


        (e)   The
following additional conditions shall apply to each transaction described in the preceding paragraphs of this Section 5.01: 



        (1)   the
Company, such Guarantor or the relevant surviving entity, as applicable, will cause such amendments or other instruments to be filed and recorded in such
jurisdictions as may be required by applicable law to preserve and continue the Lien of this Indenture and the Security Documents on the Collateral held by or transferred to such Person, together with
such financing statements or other similar filings as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or other
similar filing under applicable law; 



55







 

        (2)   the
Collateral held by or transferred to the Company, such Guarantor or the relevant surviving entity, as applicable, shall 



        (A)  continue
to constitute Collateral under this Indenture and the Security Documents, and 


        (B)  not
be subject to any Lien other than Permitted Collateral Liens; and 




        (3)   the
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such transaction and, if supplemental indentures or
supplemental Security Documents are required in connection with such transaction, such supplemental indentures and supplemental Security Documents, comply with the applicable provisions of this
Indenture and the Security Documents, that all conditions precedent in this Indenture relating to such transaction have been satisfied and that such supplemental indentures and supplemental Security
Documents are enforceable. 




        Notwithstanding
anything in this Section 5.01 to the contrary: 



        (1)   the
Company may merge with an Affiliate that has no material assets or liabilities and that is incorporated or organized solely for the purpose of reincorporating or
reorganizing the Company in another State of the United States of America or the District of Columbia without complying with Section 5.01(a)(3); and 



        (2)   any
transaction characterized as a merger under applicable state law where each of the constituent entities survives will not be treated as a merger for purposes of this
Section 5.01, but instead will be treated as an Asset Sale, if the result of such transaction is the transfer of assets by the Company or a Restricted Subsidiary, or an Investment, if the
result of such transaction is the acquisition of assets by the Company or a Restricted Subsidiary. 




SECTION
5.02.    Successor Corporation Substituted.    



        Upon
any consolidation or merger of the Company or any Guarantor, or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing, in which the
Company or such Guarantor is not the continuing obligor under the Notes or its Guarantee, the surviving entity formed by such consolidation or into which the Company or such Guarantor is merged or to
which the asset transfer is made will succeed to, and be substituted for, and may exercise every right and power of the Company or such Guarantor under this Indenture, the Notes and the Guarantees
with the same effect as if such surviving entity had been named therein as the Company or such Guarantor and, except in the case of an asset transfer, the Company or such Guarantor, as the case may
be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Guarantee, as the case may be, and all of the Company's or such Guarantor's other
obligations and covenants under this Indenture, the Notes and its Guarantee, if applicable. 


ARTICLE SIX  


 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 any Notes when the same becomes due and payable and such Default continues for a period of 30 days; 


        (2)   the
failure to pay principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise; 



56







 




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


        (4)   any
default under any agreement governing Indebtedness of the Company or any of its Restricted Subsidiaries, if that default: 



        (A)  is
caused by the failure to pay at final maturity the principal amount of any Indebtedness after giving effect to any applicable grace periods and any extensions of time
for payment of such Indebtedness; or 


        (B)  results
in the acceleration of the final stated maturity of any such Indebtedness; 




and,
in each case, the aggregate principal amount of such Indebtedness unpaid or accelerated equals or exceeds $10 million and has not been discharged in full or such acceleration has not been
rescinded or annulled within 30 days of such final maturity or acceleration; 


        (5)   the
failure of the Company or its Restricted Subsidiaries to pay or otherwise discharge or stay one or more judgments in an aggregate amount exceeding
$10 million, which are not covered by indemnities or third party insurance as to which the Person giving such indemnity or such insurer has not disclaimed coverage, for a period of
60 days after such judgments become final and non-appealable; 



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



        (7)   the
failure of any guarantee of the Company or any Significant Subsidiary of the Company to be in full force and effect other than as provided by
Section 10.04(a)(v) or any of the Guarantors denies its liability under its Guarantee; 


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


        (9)   (A)
the failure of the Company or any Guarantor to comply with any covenant or agreement contained in any of the Security Documents (after the lapse of any applicable
grace periods) which adversely affects the enforceability, validity, perfection or priority of the Collateral Agent's Lien on the Collateral or which adversely affects the condition or value of the
Collateral, taken as a whole, in any material respect, (B) the repudiation or disaffirmation by the Company or any Guarantor of its obligations under any of the Security Documents or the
determination in a judicial proceeding that any of the Security Documents is unenforceable or invalid against the 



57







 




Company
or any Guarantor for any reason, or (C) any Security Document shall cease to be in full force and effect, or cease to be effective in all material respects to grant the Collateral Agent
a perfected Lien on the Collateral with the priority purported to be created thereby. 




SECTION
6.02.    Acceleration.    



        (a)   If
an Event of Default of the type described in Section 6.01(6) or (8) occurs and is continuing, then all unpaid principal of, and premium, if any, and
accrued and unpaid interest on all of the Notes will become immediately due and payable without further action or notice. If any other Event of Default occurs and is continuing, then the Trustee or
the holders of at least 25% in principal amount of Notes (including any Additional Notes subsequently issued under this Indenture) may declare the principal of and accrued interest on all the Notes to
be due and payable by notice in writing (the "Acceleration Notice") to the Company and the Trustee, which notice must also specify that it is a "notice
of acceleration." In that event, the Notes will become immediately due and payable. 



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



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


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



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


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


        (5)   in
the event of the cure or waiver of an Event of Default of the type described in Section 6.01(6) or (8), the Trustee shall have received an Officers'
Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. 




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


SECTION
6.03.    Other Remedies.    


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



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


58











   
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 (including any Additional Notes issued) by notice to the Trustee may waive any existing
Default or Event of Default and its consequences, except a Default in the payment of the principal of or interest on any Note as specified in clauses (1) and (2) of Section 6.01. 



SECTION
6.05.    Control by Majority.    


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


SECTION
6.06.    Limitation on Suits.    


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



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


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


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


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



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




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


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 


59







 



collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 


SECTION
6.09.    Trustee May File Proofs of Claim.    


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


SECTION
6.10.    Priorities.    


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



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


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


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


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




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


SECTION
6.11.    Undertaking for Costs.    


        In
any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by
the Trustee or a suit by a Holder pursuant to Section 6.06 or 6.07. 


60







 


ARTICLE SEVEN  


 TRUSTEE  


SECTION
7.01.    Duties of Trustee.    


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


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



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


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




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



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



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


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




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


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


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


SECTION
7.02.    Rights of Trustee.    


        Subject
to Section 7.01: 



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



61







 

        (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 12.04 and 12.05. The Trustee shall not be liable for and shall be fully protected in respect of any action it takes or omits to take in good faith in reliance on such Officers' Certificate,
or an Opinion of Counsel or advice of counsel. 


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


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


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



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


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


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



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


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



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


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



62







 





SECTION
7.03.    Individual Rights of Trustee.    


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


SECTION
7.04.    Trustee's Disclaimer.    


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


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 90 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, on a Net
Cash Proceeds Offer Payment Date pursuant to a Net Cash Proceeds Offer or a Net Loss Proceeds Offer Payment Date pursuant to a Net Loss Proceeds Offer and, except in the case of a failure to comply
with Article Five, the Trustee may withhold the notice if and so long as its Board of Managers, the executive committee of its Board of Managers or a committee of its Board of Managers and/or
Responsible 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 Section 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 15 of each year beginning with April 15, 2004, the Trustee shall, to the extent that any of the events described in TIA §
313(a) occurred within the previous twelve months, but not otherwise, mail to each Noteholder a brief report dated as of such date that complies with TIA § 313(a). The Trustee also
shall comply with TIA §§ 313(b) and 313(c). 


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



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


SECTION
7.07.    Compensation and Indemnity.    


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


63







 

        The
Company shall indemnify the Trustee and its agents, employees, officers, stockholders and directors for, and hold them harmless against, any loss, liability or expense including
taxes (other than taxes based on the income of the Trustee) incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out
of or in connection with the acceptance or administration of this trust including the reasonable costs and expenses of defending themselves against or investigating any claim (whether asserted by the
Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of the Trustee's rights, powers or duties hereunder. The Trustee shall notify the Company
promptly of any claim asserted against the Trustee or any of its agents, employees, officers, stockholders and directors for which it may seek indemnity. 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, unless the Company otherwise
agrees in writing, the Company shall not be liable to pay the fees and expenses of more than one counsel at any given time located within one particular jurisdiction. The Company need not pay for any
settlement made without its written consent. 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. 


        When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(6) or (8) occurs, such expenses (including the reasonable charges
and expenses of its counsel) and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. 



        The
Provisions of this Section shall survive the termination of this Indenture. 


SECTION
7.08.    Replacement of Trustee.    


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



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


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


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


        (4)   the
Trustee becomes incapable of acting. 




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


64







 

        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, 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 EIGHT  


 DISCHARGE OF INDENTURE; DEFEASANCE  


SECTION
8.01.    Termination of the Company's Obligations.    


        This
Indenture (and all Liens on Collateral created pursuant to the Security Documents) will be Discharged and will cease to be of further effect and the obligations of the Company and
the Guarantors under the Notes, the Guarantees, the Security Documents 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 


65







 



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


        In
addition, at the Company's option, either (a) the Company and the Guarantors shall be deemed to have been Discharged from any and all obligations with respect to the Notes and
the Guarantees ("Legal Defeasance") after the applicable conditions set forth below have been satisfied (except for the obligations of the Company under
Sections 2.03, 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company and its Restricted Subsidiaries shall cease to be under any obligation to comply
with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.20 (excluding Section 4.12(c)) and Section 5.01 and thereafter any omission to comply with such
obligations shall not constitute a Default or Event of Default with respect to the Notes ("Covenant Defeasance") after the applicable conditions set
forth below have been satisfied: 



        (1)   the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, U.S. Legal Tender or U.S. Government Obligations, in such
amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the Notes on the stated date
for payment thereof or on the applicable redemption date; 


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



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


        (B)  since
the date of this Indenture, there has been a change in the applicable United States federal income tax law, 




in
either case, to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for United States federal
income tax purposes as a result of such Legal Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the
case if such Legal Defeasance had not occurred; provided, however, such Opinion of Counsel shall not be
required if all the Notes will become due and payable on the maturity date within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee; 


        (3)   in
the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the
Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for 



66







 




United
States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Covenant Defeasance had not occurred; 


        (4)   no
Default or Event of Default shall have occurred and be continuing on the date of such deposit and, insofar as Events of Default of the type described in
Section 6.01(6) or (8) are concerned, at any time in the period ending on the 91st day after the date of deposit; 


        (5)   such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture or any other instrument or
material agreement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 


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


        (7)   the
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating
to the Legal Defeasance or the Covenant Defeasance have been complied with; and 


        (8)   the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that: either (A) the Company has assigned all its ownership interest in the
trust funds to the Trustee or (B) the Trustee has a valid perfected security interest in the trust funds; and 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 U.S. federal bankruptcy code. 




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 unsecured creditors unless an 


67









   
applicable abandoned property law designates another Person and all liability of the Trustee and Paying Agent with respect to such Funds shall cease. 


SECTION
8.05.    Reinstatement.    


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


ARTICLE NINE  


 AMENDMENTS, SUPPLEMENTS AND WAIVERS  


SECTION
9.01.    Without Consent of Holders.    


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



        (1)   cure
any ambiguity, defect or inconsistency; 


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


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


        (4)   add
any Person as a Guarantor; 


        (5)   add
any additional property or assets as Collateral; 


        (6)   make
any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect in any material respect the rights under
this Indenture or the Security Documents of any such Holder; or 


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


        (8)   amend
any of clauses (1) through (5) of Section 10.02(a) or add additional provisions (including any related modifications to the form of Guarantee
attached hereto as Exhibit E), as the case may be, in order for the Guarantee of a Guarantor not to violate applicable law, as set forth in
Section 10.02(b); 




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


        The
consent of the Holders of the Notes is not necessary under this Indenture to approve the particular form of any proposed amendment or waiver. It is sufficient if such consent
approves the substance of the proposed amendment or waiver. 


68







 



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



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


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


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



        (6)   amend,
change or modify in any material respect the obligation of the Company to (A) make and complete a Change of Control Offer in the event of a Change of
Control, (B) make and complete a Net Cash Proceeds Offer with respect to any Asset Sale that has been completed or (C) make and complete a Net Loss Proceeds Offer with respect to any
Event of Loss that has occurred; 


        (7)   modify
or change any provision of this Indenture affecting the ranking of the Notes or any Guarantee in a manner which adversely affects the Holders;  provided, however, that the ranking of the Notes shall not be deemed to be affected solely by virtue of
(x) any change to or release of the Collateral or (y) any circumstances resulting in other Indebtedness of the Company or any Restricted Subsidiary being secured to a greater or lesser
extent, or with greater or lower priority, than the Notes or the Guarantees in respect thereof, in each case as permitted under this Indenture and the Security Documents; 


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



        (9)   release
all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents otherwise than in accordance with the terms of this
Indenture and the Security Documents. 




        Notwithstanding
any provision to the contrary, if any amendment, waiver or other modification will only effect the Fixed Rate Notes or the Floating Rate Notes, only the consent of the
holders of at least a majority of the Fixed Rate Notes or the Floating Rate Notes, as the case may be, shall be required. 



        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. 


69







 



SECTION
9.03.    Compliance with TIA.    


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


SECTION
9.04.    Revocation and Effect of Consents.    



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


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


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


SECTION
9.05.    Notation on or Exchange of Notes.    



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


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. 


70







 


ARTICLE TEN  


 GUARANTEE OF NOTES  


SECTION
10.01.    Unconditional Guarantee.    


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


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


71







 

        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
10.02.    Limitations on Guarantees.    



        (a)   To
the extent applicable, a Guarantor's liability in respect of its Guarantee shall be limited to the extent set forth below: 



        (1)    Limitations Applicable to U.S. Guarantors.    Each Guarantor that is incorporated, organized or formed, as the
case may be, under the laws of the United States of America, any State thereof or the District of Columbia (a "U.S. Guarantor"), and by its acceptance
hereof, each Holder and the Trustee, hereby confirm that it is the intention of all such parties that the Guarantee of a U.S. Guarantor does not constitute a fraudulent transfer or conveyance for
purposes of Title 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To
effectuate the foregoing intention, each Holder and each U.S. Guarantor hereby irrevocably agree that the obligations of a U.S. Guarantor under its Guarantee shall be limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such U.S. Guarantor result in the obligations of such U.S. Guarantor not constituting such a fraudulent transfer or
conveyance. 


        (2)    Limitations Applicable to Belgian Guarantors.    Each Guarantor that is incorporated, organized or formed, as
the case may be, in Belgium (a "Belgian Guarantor"), and by its acceptance hereof, each Holder and the Trustee, hereby confirms that notwithstanding any
other provision of this Indenture, or any related agreements or certificates, the maximum aggregate liability hereunder and under the Guarantee of any Belgian Guarantor shall be limited to a maximum
aggregate amount equal to 90% (or such lower percentage accepted by the Trustee) of its net assets ("netto actief/actif
net") as defined in Article 617 of the Belgian Code of Companies as shown in the most recent audited annual financial
statements of the relevant Belgian Guarantor from time to time and as approved at its meeting of shareholders. 



        Notwithstanding
the above and for the avoidance of doubt, no such limitation shall apply where the obligations of the Belgian Guarantor relate to obligations of a subsidiary of the
Belgian Guarantor. 


        (3)    Limitations Applicable to German Guarantors.    (A) The obligations of any Guarantor incorporated as a
German limited liability company (Gesellschaft mit beschränkter Haftung) (a "German Guarantor") under this Article Ten shall, if and to
the extent that the Guarantee secures obligations other than the German Guarantor's own obligations or the obligations of the German Guarantor's subsidiaries, be limited to the amount of the net
assets (Nettovermögen) of the German Guarantor, calculated as the sum of the balance sheet items shown under Section 266 (2) (A), (B) and (C) of the German
Commercial Code (Handelsgesetzbuch), less the sum of the balance sheet items shown under Section 266 (3) (A)(I), (B), (C) and (D) of the German Commercial Code, as of the
date of receipt of a demand for payment by the Trustee in accordance with Section 10.06, with the proviso that the following balance sheet items shall be taken into consideration as follows: 



        (i)    the
amount of any increase in the German Guarantor's registered share capital (Stammkapital) out of retained earnings (Kapitalerhöhung aus
Gesellschaftsmitteln) after the date hereof that has been effected without the prior written consent of the Trustee shall be 




72







 


deducted
from the balance sheet item shown under Section 266 (3) (A)(I) of the German Commercial Code; 


        (ii)   any
loans and other contractual liabilities incurred by the German Guarantor in violation of the provisions of this Indenture shall be deducted from the relevant
balance sheet items under Section 266 (3) (C) of the German Commercial Code. 




        (B)  The
German Guarantor shall, if it has received a demand for payment by the Trustee in accordance with Section 10.06, upon request of the Trustee, realize in due
course, to the extent legally permitted, any and all of its assets that are shown in the balance sheet with a book value that is significantly lower than the market value of the assets if the relevant
assets are not necessary for the German Guarantor's business (nicht betriebsnotwendiges Vermögen). 



        (C)  If
the German Guarantor is of the opinion that the enforcement of the Guarantee would not comply with the limitations set forth in clause (3)(A), it shall upon
request of the Trustee deliver within a period of twenty business days in Frankfurt am Main after receipt of a demand for payment by the Trustee in accordance with Section 10.06 a statement of
its auditors confirming such opinion. 


        (D)  The
provisions of this clause (3) shall apply mutatis mutandis to the general partner (Komplementär) of any Guarantor organized as a German limited
liability partnership (Kommanditgesellschaft) if such general partner is incorporated as a German limited liability company. 



        (4)    Limitations Applicable to Swiss Guarantors.    Each Guarantor incorporated, organized or formed, as the case
may be, in Switzerland (a "Swiss Guarantor"), and by its acceptance hereof, each Holder and Trustee, hereby confirm that the enforcement of a Swiss
Guarantor's Guarantee shall be limited in that the Swiss Guarantor' s Guarantee shall only be enforceable to the extent and in the maximum amount of its profits and other reserves available for the
distribution of dividends at the time of the enforcement of the Guarantee in accordance with the applicable provisions of the Swiss Federal Code of Obligations. 



        (5)    Limitations Applicable to Luxembourg Guarantors.    Each Guarantor that is incorporated, organized or formed,
as the case may be, in the Grand Duchy of Luxembourg (a "Luxembourg Guarantor"), and by its acceptance hereof, each Holder and the Trustee, hereby
confirms that notwithstanding any other prevision of this Indenture, or any related agreements or certificates, the maximum aggregate liability hereunder and under the Guarantee of any Luxembourg
Guarantor shall be limited as follows: 



        (i)    The
maximum amount payable by any Luxembourg Guarantor under this Indenture shall at no time exceed the Maximum Amount (as hereinafter defined) of such Luxembourg
Guarantor. As used herein, "Maximum Amount" of a Luxembourg Guarantor means the sum of: (A) an amount equal to the aggregate (without duplication) of (x) the aggregate amount of the
outstanding intercompany loans (including without limitation by way of promissory notes) made directly or indirectly to such Luxembourg Guarantor which have been funded with moneys received by the
Company in respect of the Notes and (y) the aggregate amount of the outstanding intercompany loans (including without limitation by way of promissory notes) made directly or indirectly to the
direct or indirect Subsidiaries of such Luxembourg Guarantor which have been funded with moneys received by the Company in respect of the Notes (the obligations described in (x) and
(y) above, the "First Tranche of the Guarantee"); plus (B) an amount equal to 95% of the lesser amount of (x) such Luxembourg
Guarantor's fair value at the time of the call under its Guarantee, after the deduction of any amount payable or paid in respect of the First Tranche of the Guarantee and (y) such Luxembourg 




73







 


Guarantor's
fair value, at the date of issuance of its Guarantee after the deduction of the amount payable or paid in respect of the First Tranche of the Guarantee. 


        (ii)   The
obligations and liabilities of any Luxembourg Guarantor under its Guarantee shall not include any obligation which, if incurred, would constitute a misuse of
corporate assets as defined under Article 171-1 of the Luxembourg Company Act of August 10, 1915, as amended from time to time, (the "Luxembourg
Company Act") or the provision of financial assistance as defined by Article 49-6 of the Luxembourg Company Act, whether directly or indirectly, for the
subscription for, or the acquisition or the refinancing of the acquisition of, its own shares. 




        (6)    Limitations Applicable to Other Guarantors.    Each Guarantor that is incorporated, organized or formed, as the
case may be, under the laws of any jurisdiction other than one set forth in clauses (1) through (5) above (an "Other Guarantor"), and by
its acceptance hereof, each Holder and the Trustee, hereby confirm that it is the intention of all such parties that the Guarantee of an Other Guarantor does not constitute a fraudulent transfer or
conveyance for purposes of applicable law. To effectuate the foregoing intention, each Holder and each Other Guarantor hereby irrevocably agree that the obligations of an Other Guarantor under its
Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Other Guarantor, result in the obligations of such Other Guarantor
not constituting such a fraudulent transfer or conveyance. 




        "Adjusted Net Assets" of a Guarantor at any date means the lesser of (1) the amount by which (x) the fair value of the
assets of such Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities, but excluding liabilities under its Guarantee, of such Guarantor at such date
and (y) the present fair salable value of the assets of such Guarantor at such date exceeds (2) the amount that will be required to pay the probable liability of such Guarantor on its
debts (after giving effect to all other fixed and contingent liabilities and after giving effect to any collection from any Subsidiary of such Guarantor in respect of the obligations of such Guarantor
under its Guarantee), excluding Indebtedness in respect of its Guarantee, as they become absolute and matured. 


        (b)   If
following the date of this Indenture and notwithstanding anything in Section 9.02 to the contrary: 



        (1)   (i) there
shall be any change in the laws of the jurisdictions set forth in clauses (1) through (5) of subsection (a) of this
Section 10.02 or (ii) any Restricted Subsidiary incorporated, organized or formed, as the case may be, under the laws of any jurisdiction other than those set forth in clauses
(1) through (6) of subsection (a) of this Section 10.02 (a "Future Guarantor") shall be required to execute a Guarantee and
the Company shall reasonably determine that clause (6) with respect to Other Guarantors shall not adequately address the limitations on such Guarantee imposed by applicable law of the
jurisdiction of incorporation, organization or formation, as the case may be, of any such Future Guarantor; or 



        (2)   the
Company shall reasonably determine that is shall be necessary or advisable to amend the terms of clauses (1) through (5) of subsection (a) of
this Section 10.02 or to add additional provisions related to the limitations imposed on the Guarantee of a Future Guarantor, then upon the delivery of an Officers' Certificate and Opinion of
Counsel, each reasonably satisfactory to the Trustee, the Company shall be entitled to amend such clauses or add such additional provisions (including any related modifications to the form of
Guarantee attached hereto as Exhibit E), as the case may be, in order for the Guarantee of a Guarantor not to so violate applicable law, which
amendment or addition shall not require the consent of any Holders. 



74







 





SECTION
10.03.    Execution and Delivery of Guarantee.    


        To
further evidence the Guarantee set forth in Section 10.01, 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 one Officer 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 10.01 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
10.04.    Release of a Guarantor.    



        (a)   The
Guarantee of a Guarantor will be automatically and unconditionally released and discharged upon repayment in full of the Notes and upon the occurrence of any of the
following: 



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



        (ii)   a
sale, exchange, transfer or other disposition (including, without limitation, by way of merger, consolidation or otherwise), directly or indirectly, of Capital Stock
of such Guarantor to any person that is not a Restricted Subsidiary of the Company, or an issuance by such Guarantor of its Capital Stock, in each case as a result of which such Guarantor ceases to be
a Subsidiary of the Company; provided that (i) such transaction is made in accordance with the provisions of this Indenture and (ii) such
Guarantor is also released from all of its obligations, if any, (x) in respect of other Indebtedness of the Company and each other Guarantor and (y) under all other Senior Secured
Indebtedness; 


        (iii)  such
Guarantor is unconditionally released and discharged from its liability with respect to Indebtedness in connection with which such Guarantee was executed pursuant
to clause (C) of Section 4.18; 


        (iv)  the
designation of such Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this Indenture;  provided that such Guarantor is also released from all of its obligations, if any,
(i) in respect of other Indebtedness of the Company and each
other Guarantor and (ii) under all other Senior Secured Indebtedness; or 



        (v)   in
the event that the Notes achieve a rating of "BBB-" or better by S&P (or the equivalent rating by any other nationally recognized rating agency) and Baa3
or better by Moody's (or the equivalent rating by any other nationally recognized rating agency), then the Guarantee of the Notes of each Foreign Guarantor and all Collateral held by each Foreign
Guarantor shall be released (the "Fall Away Event Release"); provided that (1) no Default or
Event of Default exists under this Indenture at the time of the Fall Away Event Release or would result therefrom, (2) the Company has received indicative ratings, if available, that the Notes
would not be downgraded by 



75







 




either
such rating agency after giving effect to the Fall Away Event Release and (3) the Indebtedness of each Foreign Guarantors so released shall be Permitted Indebtedness or Acquired
Indebtedness incurred in compliance with Section 4.12; 




provided, however, that no such release and discharge of any Guarantee of a Guarantor will be effective against the Trustee or the Holders of Notes
(i) if a Default or Event of Default shall have occurred and be continuing as of the time of such proposed release and discharge until such time as such Default or Event of Default is cured or
waived and (ii) until the Company shall have delivered to the Trustee an Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to such release and
discharge have been complied with and that such release and discharge is authorized and permitted under this Indenture. 


        Upon
the release of a Guarantee of a Guarantor in accordance with this Section 10.04, the Liens on the Collateral held by such Guarantor shall also be released and in connection
with the Fall Away Event Release, each pledge of Capital Stock of a Foreign Guarantor so released that will continue to form a part of the Collateral shall become limited to a pledge of 65% of
the Capital Stock of such Person, in each case, in accordance with the provisions of the applicable Security Documents. 



        Any
Guarantor whose Guarantee is not released in accordance with the provisions of this Section 10.04 or the entity surviving such Guarantor, as applicable, shall remain or be
liable under its Guarantee as provided in this Article Ten. 


        (b)   In
connection with any transaction set forth in Section 10.04(a) or 10.04(b), the Trustee shall receive an Officers' Certificate and an Opinion of Counsel
certifying as to the compliance with this Section 10.04; 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 Ten. 


        Except
as set forth in Articles Four and Five and this Section 10.04, 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
10.05.    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, 


76









   
in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and/or indirect benefits from the financing arrangements contemplated by this Indenture and that
the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits. 


SECTION
10.06.    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
10.07.    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
10.08.    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
10.09.    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
10.10.    Obligations Not Reduced.    


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


SECTION
10.11.    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. 


77







 



SECTION
10.12.    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; 


        (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 10.04 (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
10.13.    Waiver.    


        Without
in any way limiting the provisions of Section 10.01 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, 


78







 



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
10.14.    No Obligation To Take Action Against the Company.    



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


SECTION
10.15.    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
10.16.    Default and Enforcement.    



        If
any Guarantor fails to pay in accordance with Section 10.06 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
10.17.    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
10.18.    Acknowledgment.    


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


SECTION
10.19.    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. 


79







 



SECTION
10.20.    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
10.21.    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 10.01 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
10.22.    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
10.23.    Severability.    



        Any
provision of this Article Ten 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 Ten. 


SECTION
10.24.    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 ELEVEN  


 SECURITY DOCUMENTS AND COLLATERAL  


SECTION
11.01.    Security Documents.    


        In
order to secure the due and punctual payment of the principal, premium, if any, and interest on the Notes, when the same shall be due and payable, whether on an Interest Payment Date,
at the Maturity Date, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Notes and performance of all other obligations of the Company
and the Guarantors to the Holders or the Trustee under this Indenture, the Notes and the Guarantees, the Company and the Guarantors have, on the Issue Date simultaneously with the execution and
delivery of this Indenture, entered into the Security Documents. The Security Documents (both individually and taken together as a whole) and the Liens granted thereunder, shall, at all times that any
obligations under the Notes, Guarantees or this Indenture are outstanding, be no less favorable to the Second Priority Senior Secured Parties (subject only to the provisions of the Intercreditor
Agreement) than the Security Documents (both individually and taken together as a whole) and the Liens granted 


80







 



thereunder,
entered into and granted, as the case may be, in favor of the First Priority Senior Secured Parties. Any Person which, after the Issue Date, becomes a Guarantor under this Indenture,
shall, upon becoming a Guarantor under this Indenture, become a party to each applicable Security Document with respect to the assets or property of such Person, if any, that secure the Obligations of
such Person under any Senior Secured Indebtedness. Each Holder, by accepting a Note, consents and agrees to all of the terms and provisions of the Security Documents, as the same may be amended from
time to time pursuant to the terms of the Security Documents and this Indenture, and authorizes and directs the Trustee to enter into the Security Documents on its behalf and on behalf of such Holder,
to appoint the Collateral Agent to serve as collateral agent and representative of the Trustee and such Holder thereunder and in accordance therewith and to perform its obligations and exercise its
rights thereunder and in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall do or
cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral
Agents the security interest in the Collateral contemplated by this Indenture, the Security Documents or any part hereof or thereof, as from time to time constituted, so as to render the same
available for the security and benefit of this Indenture and of the Notes and Guarantees secured thereby, according to the intent and purposes herein and therein expressed. The Company and the
Guarantors shall take, upon the written request of the Collateral Agent or the Trustee (to the extent the Trustee is permitted to make such request under the Security Documents), any and all actions
reasonably required to cause the Security Documents to create and maintain, as security for the obligations of the Company under this Indenture, the Notes and the Guarantees, a valid and enforceable
perfected Lien on and security interest in all of the Collateral, in favor of the Collateral Agents for the benefit of the Second Priority Senior Secured Parties. 



        The
Trustee shall, upon receipt of an Officers' Certificate designating any amendment, refinancing successor or replacement agreement to the Credit Facility as a Credit Facility pursuant
to the definition of Credit Facility, (i) acknowledge in writing to the Company that, as may be requested in the Officers' Certificate, the Security Documents and, if applicable, the
Intercreditor Agreement shall be applicable to the obligations of the Company or any of its Subsidiaries pursuant to such Credit Facility, or (ii) execute new Security Documents and, if
applicable, an intercreditor agreement on substantially identical terms as the existing Security Documents and Intercreditor Agreement, with such changes therein as are necessary to reflect such
Credit Facility and the parties thereto. Any collateral held by a Collateral Agent (as defined in the applicable Security Documents) for the benefit of the Second Priority Senior Secured Parties shall
constitute Collateral for purposes of this Indenture. 


SECTION
11.02.    Recordings and Opinions.    


        (a)   The
Company and the Guarantors shall take or cause to be taken all action necessary or required under the Security Documents or reasonably requested by the Collateral
Agent or the Trustee to maintain, perfect, preserve and protect the Liens on and security interests in the Collateral granted by the Security Documents, to the extent necessary or required thereby or
so requested by the Collateral Agent or the Trustee, including, but not limited to, causing all financing statements, mortgages, the Security Documents (or a short form version thereof) and other
instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, to be promptly recorded, registered and filed, and at all
times to be kept recorded, and shall execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be necessary
or required by law fully or so requested by the Collateral Agent or the Trustee to preserve and protect the rights of the Second Priority Senior Secured Parties under this Indenture and the Security
Documents to all property comprising the Collateral. The Company shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees,
charges and taxes 


81







 



relating
to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance required hereto or pursuant to the Security Documents. Notwithstanding the
foregoing, the Trustee shall not have any duty or obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall
only be made by the Trustee upon receipt of written notice that such taxes are due and owing. 


        (b)   The
Company shall furnish or cause to be addressed and furnished to the Trustee: 



        (1)   at
the time of execution and delivery of this Indenture, Opinions of Counsel substantially in the form of the opinions of counsel delivered on the Issue Date to the Bank
Agents, any Collateral Agent and/or the Initial Purchasers relating to any of the Collateral and/or the Security Documents; and 


        (2)   at
the time of delivery thereof after the Issue Date, Opinions of Counsel substantially in the form of any opinions of counsel delivered after the Issue Date to the Bank
Agents or any Collateral Agent relating to any of the Collateral and/or the Security Documents. 



        (c)   The
Company and the Guarantors shall at all times comply with the provisions of TIA § 314(b) as then in effect. 





SECTION
11.03.    Possession, Use and Release of Collateral.    



        (a)   (i) Each
Holder, by accepting a Note, consents and agrees to the provisions of the Security Documents governing the possession, use and release of Collateral.
Without limiting the generality of the foregoing, each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted only in accordance
with the terms of this Indenture and the Security Documents. 


        (ii)   Without
limiting the provisions of Section 11.03(a) and subject to the provisions of the Intercreditor Agreement and each other Security Document applicable to
such Collateral: 



        (1)   unless
an Event of Default has occurred and is continuing, the Trustee shall release, or instruct the Collateral Agent to release, as applicable, the Liens and security
interests created by this Indenture and the Security Documents on any portion of Collateral subject to an Asset Sale (Collateral so released, the "Released
Interest") upon compliance with the condition that the Company deliver to the Trustee the following: 



        (I)   a
notice from the Company requesting the release of the Released Interest: 



        (A)  describing
the proposed Released Interest; 


        (B)  specifying
the fair market value of such Released Interest on a date within 60 days of such notice (the "Valuation
Date"); 


        (C)  stating
that the purchase price received is at least equal to the fair market value of the Released Interest; 



        (D)  stating
that the release of such Released Interest will not interfere with the Trustee's ability to realize the value of the remaining Collateral and will not impair the
maintenance and operation of the remaining Collateral; and 


        (E)  in
the event that any assets other than cash, Cash Equivalents or Foreign Cash Equivalents comprise a portion of the consideration received in such Asset Sale,
specifically describing such assets; 





82







 







        (II)  an
Officers' Certificate stating that: 



        (A)  such
Asset Sale (i) does not include the sale of assets other than the Released Interest and (ii) complies with the terms and conditions of this Indenture
with respect to Asset Sales; 


        (B)  all
Net Cash Proceeds from the sale of the Released Interest will be applied pursuant to the provisions of Section 4.15; 



        (C)  there
is no Default in effect or continuing on the date thereof, the Valuation Date or the date of such Asset Sale; 


        (D)  the
release of the Collateral will not result in a Default or an Event of Default; 


        (E)  the
sale of, or an agreement to sell, such Released Interest, is in connection with a bona fide sale to a Person that is not an Affiliate of the Company or, in the event
that such sale is to a Person that is an Affiliate of the Company, is being made in accordance with Section 4.11; 



        (F)  Net
Cash Proceeds from the Asset Sale of any of the Released Interest shall either be (1) deposited in the Collateral Account, and have been or will be applied in
accordance with Section 4.15 or (2) applied in accordance with Section 4.15 hereof substantially concurrent with such Asset Sale; and 


        (G)  all
conditions precedent in this Indenture and the Security Documents relating to the release in question have been complied with; 




        (III) the
Net Cash Proceeds and other non-cash consideration from the Asset Sale required to be delivered to the Trustee or the Collateral Agent pursuant to this
Indenture; 


        (IV) all
documentation necessary or reasonably requested by the Trustee to grant to the Collateral Agent a security interest in and Lien on all assets (other than cash, Cash
Equivalents or Foreign Cash Equivalents) comprising a portion of the consideration received in such Asset Sale, if any; and 


        (V)  all
documentation required by the TIA (including without limitation TIA § 314(d)) prior to the release of Collateral by the Trustee or the Collateral
Agent; 




        (2)   unless
an Event of Default has occurred and is continuing, the Company or the applicable Guarantor will have the right to remain in possession and retain exclusive
control of the Collateral (other than any cash, securities, obligations and Cash Equivalents and Foreign Cash Equivalents constituting part of the Collateral and deposited with the Trustee or the
Collateral Agent), to sell inventory in the ordinary course of business, to freely operate the Collateral and to collect, invest and dispose of any income thereon; and 


        (3)   notwithstanding
the provisions of Section 11.03(a)(ii)(2), so long as no Default has occurred and is continuing or would result therefrom, the Company and the
Guarantors may, among other things, without any release or consent by the Trustee or Collateral Agent, conduct ordinary course activities with respect to the Collateral in accordance with the
provisions of this Indenture and the applicable Security Documents, including, without limitation, 



        (I)   (i) transferring
any asset subject to the Lien of the Security Documents which has become worn out or obsolete and which either has an aggregate fair market value
of $100,000 or less, or which is replaced by an asset of substantially equivalent or greater value which becomes subject to the Lien of the Security Documents as Collateral and (ii) the sale,
issuance, conveyance, lease, assignment or other transfer (each, a "Transfer") of Collateral, 




83













  




which
Transfer would not be deemed an Asset Sale pursuant to clauses (1) through (8) of of the proviso contained in the definition of "Asset Sale"; 


        (II)  altering,
repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; and 



        (III) demolishing,
dismantling, tearing down, scrapping or abandoning any Collateral if, in the good faith opinion of the Board of Managers of the Company, as evidenced by a
Board Resolution such demolition, dismantling, tearing down, scrapping or abandonment is in the best interest of the Company or such Guarantor and would not adversely affect in any material respect
the rights of the Holders of the Notes under this Indenture and the Security Documents. 





        The
Trustee will execute or instruct the Collateral Agent to execute, as applicable, all documents reasonably requested by the Company to confirm the release from the Lien of this
Indenture and the Security Documents of any Collateral disposed of or otherwise transferred in accordance with Section 11.03(c). 



        In
the event that the Company or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that
under the provisions of Section 11.03(a)(ii)(1) or (3) may be sold, exchanged or otherwise disposed of by the Company or any Guarantor, and the Company requests in writing that the
Trustee furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee, if any, and the Security Documents, upon being satisfied
that the Company or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.03(a)(ii)(1) or (3) (which, in the case
of Section 11.03(a)(ii)(3), shall include receipt of an Officers' Certificate by the Company reciting the sale, exchange or other disposition made or proposed to be made and describing in
reasonable detail the assets or property affected thereby, and stating that such assets or assets or property are property which by the provisions of Section 11.03(a)(ii)(3) hereof may be sold,
exchanged or otherwise disposed of or dealt with by the Company or such Guarantor without any release or consent of the Trustee or Collateral Agent), the Trustee shall promptly execute, acknowledge
and deliver to the Company or instruct the Collateral Agent to execute, acknowledge and deliver to the Company, as applicable, such an instrument in the form provided by the Company, and providing for
release without recourse or warranty, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Company may reasonably
request and as necessary to effect such release. 


        Neither
the Company nor any Guarantor shall Transfer any Collateral to any Person other than to the Company, a Guarantor or a Person which will become a Guarantor simultaneously with
such Transfer, unless the Liens on such Collateral created under the Security Documents are released in accordance with the provisions of this Section 11.03(a)(ii) or such Transfer has
been conducted in accordance the provisions of Section 11.03(a)(ii)(3). 


        Notwithstanding
the foregoing provisions of this Section 11.03, the release of any Collateral from the Lien and security interest created by this Indenture and the Security
Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms of the
Security Documents. 


        (b)   The
fair value of Collateral released from the Liens and security interest created by this Indenture and the Security Documents pursuant to the terms of the Security
Documents shall not be considered in determining whether the aggregate fair value of the Collateral released from the Liens and security interest created by this Indenture and the Security Documents
in any calendar year exceeds the 10% threshold specified in TIA § 314(d)(1). It is expressly understood that Section 11.08 and this Section 11.03 relate only to the Company's
and the Guarantors' obligations under the TIA and 


84







 



shall
not restrict or otherwise affect the Company's and the Guarantors' rights or abilities to release Collateral pursuant to the terms of the Credit Facility and the Security Documents or as
otherwise permitted by the Lenders. 


        (c)   If
any conflict or inconsistency exists between this Section 11.03 and the Intercreditor Agreement or any other applicable Security Documents, the Intercreditor
Agreement and the applicable Security Documents shall govern. 


SECTION
11.04.    Suits To Protect Collateral.    


        Subject
to the provisions of Sections 7.01 and 7.02, the Trustee may, subject to the provisions of the Security Documents, in its sole discretion and without the consent of the Holders
of Notes, direct, on behalf of the Holders of Notes, the Collateral Agent to take all actions it deems necessary or appropriate in order to enforce any of the terms of the Security Documents and
collect and receive any and all amounts payable in respect of the obligations of the Company and the Guarantors under this Indenture, the Notes and the Guarantees. Subject to the provisions of the
Security Documents, the Trustee shall have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be
unlawful or in violation of any of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of
the Trustee and the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental
enactment, rule or order that
may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the Lien and security interest created by this Indenture and the
Security Documents or be prejudicial to the interests of the Holders or the Trustee). 


SECTION
11.05.    Purchaser Protected.    


        In
no event shall any purchaser in good faith of any property purported to be released from the Lien and security interest created by this Indenture and the Security Documents be bound
to ascertain the authority of the Trustee or the applicable Collateral Agent, as the case may be, to execute the release or to inquire as to the satisfaction of any conditions required by the
provisions of this Indenture or the Security Documents for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor shall any
purchaser or other transferee of any property or rights permitted by this Article Eleven and the Security Documents to be sold be under obligation to ascertain or inquire into the authority of the
Company or any Guarantor to make any such sale or other transfer. 


SECTION
11.06.    Powers Exercisable by Receiver or Trustee.    


        In
case Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article Eleven and the Security Documents upon the Company and
the Guarantors with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be
deemed the equivalent of any similar instrument of the Company or a Guarantor or of any Officer or Officers of the Company or a Guarantor required by the provisions of this Article Eleven. 


SECTION
11.07.    Determinations Relating to Collateral.    


        In
the event (i) the Trustee shall receive any written request from the Company or any Guarantor under any Security Document for consent or approval with respect to any matter or
thing relating to any Collateral or the Company's or any Guarantor's obligations with respect thereto, (ii) there shall be required from the Trustee under the provisions of any Security
Document any performance or the delivery of any instrument or (iii) a Responsible Officer of the Trustee shall become aware of any nonperformance by the Company or any Guarantor of any covenant
or any breach of any 


85







 



representation
or warranty of the Company or any Guarantor set forth in any Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee's response or
action is not otherwise specifically contemplated hereunder (including, without limitation, Section 9.01) or under the applicable Security Documents, then, in each such event, the Trustee
shall, within seven Business Days, advise the Holders, in writing and at the Company's expense, of the matter or thing as to which consent has been requested or the performance or instrument required
to be delivered or the nonperformance or breach of which the Trustee has become aware. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes pursuant to
Section 6.05 shall have the exclusive authority to direct the Trustee's response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the
Trustee shall be required to respond to any of the circumstances contemplated in this Section 11.07, the Trustee shall not be required so to respond unless it shall have received written
authority by not less than a majority in aggregate principal amount of the then outstanding Notes; provided that the Trustee shall be entitled to hire
experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond to such request or render any requested performance or response to such
nonperformance or breach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in the taking of any action recommended or
approved by any such expert, consultant, agent or attorney or agreed to by a majority of Holders pursuant to Section 6.05. 


SECTION
11.08.    Certificates of the Company and the Guarantors.    



        To
the extent applicable, the Company and the Guarantors shall comply (or cause compliance) with TIA § 313(b), relating to reports, and TIA
§ 314(d), relating to the release of property or securities from the Lien and security interest of this Indenture and the Security Documents and relating to the substitution
therefor of any property or securities to be subjected to the Lien and security interest of this Indenture and the Security Documents. Any certificate or opinion required by TIA
§ 314(d) may be made by an Officer of the Company or a Guarantor, as applicable, except in cases where TIA § 314(d) requires that such certificate or opinion be
made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the applicable Collateral Agent in the exercise of reasonable care. 



SECTION
11.09.    Certificates of the Trustee.    


        In
the event that the Company or any Guarantor wishes to release Collateral in accordance with this Indenture and the Security Documents and has delivered the certificates and documents
required by
this Indenture and the Security Documents, the Trustee shall determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based
on the Opinion of Counsel delivered pursuant to Section 12.04, shall deliver a certificate to the applicable Collateral Agent setting forth such determination. The Trustee, however, shall have
no duty to confirm the legality or validity of such documents, its sole duty being to certify that it has received such documentation which on their face conform to TIA § 314(d). 


SECTION
11.10.    Termination of Security Interest.    


        In
the event that the Company delivers an Officers' Certificate certifying that its obligations under this Indenture and the Notes have been satisfied and discharged by complying with
the provisions of Article Eight, and such other documents and/or funds as are required to be delivered or paid pursuant to Article Eight, the Trustee shall notify the Collateral Agents under the
Security Documents that such obligations have been satisfied and discharged in accordance with the terms of this Indenture, and shall take such other actions in connection therewith as may be required
or contemplated by the Security Documents to be taken by the Trustee. 


86







 



SECTION
11.11.    Reinstatement of First Priority Secured Parties.    


        If,
following the release of the security interests of the First Priority Senior Secured Parties in connection with the repayment in full of, and termination of all commitments under,
all First Priority Senior Secured Indebtedness, the Company or any Guarantor subsequently incurs new First Priority Senior Secured Indebtedness, the lenders or holders of such Indebtedness (or a
trustee or similar agent on their behalf) shall be First Priority Senior Secured Parties for purposes of this Indenture and the Intercreditor Agreement (or any replacement intercreditor agreement). 


SECTION
11.12.    Trust Monies.    


        Subject
to the provisions of the Intercreditor Agreement and the other Security Documents: 



        (A)  to
the extent that any Trust Monies consist of Net Loss Proceeds, such Trust Monies may be withdrawn by the Company and shall be paid by the Trustee to the Company or
the applicable Guarantor, or the Trustee shall instruct the Collateral Agent to so pay, as applicable, upon the Company's written request delivered to the Trustee for expenditures made or to be made,
or costs
incurred or to be incurred, by the Company or the applicable Guarantor in accordance with the provisions of the first paragraph of Section 4.20 upon receipt by the Trustee of the following: 



        (a)   an
Officers' Certificate, dated not more than 30 days prior to the date of the application for the withdrawal and payment of such Trust Monies, setting forth
that: 



        (i)    such
funds are being applied in accordance with the provisions of the first paragraph of Section 4.20 for the purposes identified and briefly described in such
Officers' Certificate; 


        (ii)   no
part of such expenditures or costs has been paid out of the proceeds of insurance upon any part of the Collateral not required to be paid to the Trustee under the
Security Documents; 


        (iii)  the
Company or the applicable Guarantor has or substantially concurrent therewith will have title to such repairs, rebuildings, replacements that is substantially
similar to its title to the property destroyed, damaged or taken and that any Liens upon such repairs, rebuildings and replacements are expressly permitted by this Indenture and the applicable
Security Documents; 


        (iv)  no
Default or Event of Default shall have occurred and be continuing after giving effect to such application; and 


        (v)   all
conditions precedent herein provided for relating to such withdrawal and payment have been complied with; 




        (b)   all
documentation required under the TIA (including, without limitation, TIA § 314(d)); 


        (c)   all
instruments sufficient, necessary or as reasonably requested by the Trustee, for the Lien of any applicable Security Document to cover such repairs, rebuildings or
replacements; and 


        (d)   evidence
of payment or a closing statement indicating payments to be made by the Company of all filing fees, recording charges and/or transfer taxes, if any, and other
costs and expenses, including reasonable legal fees and disbursements of counsel for the Trustee (and any local counsel), that may be incurred to validly and effectively subject such repairs,
rebuildings or replacements to the Lien of any Security Document; and 




87







 





        (e)   an
Opinion of Counsel substantially stating: 



        (i)    that
the instruments that have been or are therewith delivered to the Trustee conform to the requirements of this Indenture and the other Security Documents, and that,
upon the basis thereof and the accompanying documents specified in this Section 11.12(A), all conditions precedent herein provided for relating to such withdrawal and payment have been complied
with, and the Trust Monies whose withdrawal is then requested may be paid over under this Section 11.12(A); 


        (ii)   that
the relevant Security Documents create a valid, binding and enforceable Lien on and security interest in such repairs, rebuildings and replacements in favor of the
Trustee in favor of the Holders; and 


        (iii)  that
all the Company's or the applicable Guarantor's right, title and interest in and to said repairs, rebuilding or replacements, or combination thereof are then
subject to the Lien of this Indenture and the relevant Security Documents; and 





upon
compliance with the foregoing provisions of this Section 11.12(A), the Trustee shall, upon receipt of a written request from the Company, pay, or instruct the Collateral Agent to pay, as
applicable, an amount of Net Loss Proceeds constituting Trust Monies equal to the amount of the expenditures or costs stated in the Officers' Certificate required by clause (i) of
paragraph (a) of this Section 11.12(A); 


        (B)  to
the extent that any Trust Monies consist of Excess Net Loss Proceeds received by the Trustee pursuant to the provisions of Section 4.20 hereof and a Net Loss
Proceeds Offer has been made in accordance therewith, such Trust Monies may be withdrawn by the Company and the Trustee shall pay or instruct the Collateral Agent to pay, as applicable, the Paying
Agent for application in accordance with Section 4.20 upon a notice from the Company to the Trustee (a "Company Notice") and upon receipt by the
Trustee of the following: 



        (a)   an
Officers' Certificate, dated not more than three days prior to the Net Loss Proceeds Offer Payment Date stating: 



        (i)    that
no Default or Event of Default shall have occurred and be continuing after giving effect to such application; 


        (ii)   (x) that
such Trust Monies constitute Excess Net Loss Proceeds, (y) that pursuant to and in accordance with Section 4.20, the Company has made a
Net Loss Proceeds Offer and (z) the amount of Excess Net Loss Proceeds to be applied to the repurchase of Notes pursuant to the Net Loss Proceeds Offer; 


        (iii)  the
Net Loss Proceeds Offer Payment Date; and 


        (iv)  that
all conditions precedent and covenants herein provided for relating to such application of Trust Monies have been complied with; and 




        (b)   all
documentation, if any, required under the TIA, including without limitation TIA § 314(d); and 




upon
compliance with the foregoing provisions of this Section 11.12(B), the Trustee shall apply or direct to Collateral Agent to apply, as applicable, the Trust Monies as directed and specified
by such Company Notice, subject to Section 4.20; 


        (C)  to
the extent that any Trust Monies consist of Excess Net Cash Proceeds received by the Trustee pursuant to the provisions of Section 4.15 hereof and a Net
Proceeds Offer has been made in accordance therewith, such Trust Monies may be withdrawn by the Company and the Trustee shall pay or instruct the Collateral Agent to pay, as applicable, to the Paying
Agent for application 



88







 




in
accordance with Section 4.15 upon a Company Notice to the Trustee and upon receipt by the Trustee of the following: 



        (a)   an
Officers' Certificate, dated not more than three Business Days prior to the Net Cash Proceeds Offer Payment Date stating: 



        (i)    that
no Default or Event of Default shall have occurred and be continuing after giving effect to such application; 



        (ii)   (x) that
such Trust Monies constitute Excess Net Cash Proceeds, (y) that pursuant to and in accordance with Section 4.15 hereof, the Company has
made a Net Cash Proceeds Offer and (z) the amount of Excess Net Cash Proceeds to be applied to the repurchase of Notes pursuant to the Net Cash Proceeds Offer; 


        (iii)  the
Net Cash Proceeds Offer Payment Date; and 


        (iv)  that
all conditions precedent and covenants herein provided for relating to such application of Trust Monies have been complied with; and 




        (b)   all
documentation, if any, required under the TIA including without limitation TIA § 314(d); and 




upon
compliance with the foregoing provisions of this Section 11.12(C), the Trustee shall apply or shall instruct the Collateral Agent to apply, as applicable, the Trust Monies as directed and
specified by such Company Notice, subject to Section 4.15 hereof; and 


        (D)  in
the event the Company intends to reinvest Net Cash Proceeds from an Asset Sale of Collateral in Replacement Assets (the "Released Trust
Monies"), such Net Cash Proceeds constituting Trust Monies may be withdrawn by the Company and the Trustee shall pay or instruct the Collateral Agent to pay, as applicable, to
the Company upon receipt by the Trustee of the following: 



        (a)   a
written notice signed by the Company which shall (i) refer to this Section 11.12(D), (ii) contain all documents referred to below,
(iii) describe with particularity the Released Trust Monies, (iv) describe with particularity the Replacement Assets to be invested in with respect to the Released Trust Monies and
(v) be accompanied by a counterpart of the instruments proposed to give effect to the release fully executed and acknowledged (if applicable) by all parties thereto other than the Trustee; 



        (b)   an
Officers' Certificate certifying that (i) such Trust Monies constitute Net Cash Proceeds, (ii) the release of the Released Trust Monies complies with
the terms and conditions of this Indenture, (iii) there is no Default or Event of Default (both before and after investing in the Replacement Asset) in effect or continuing on the date thereof,
(iv) the release of the Released Trust Monies shall not result in a Default or Event of Default hereunder and (v) all conditions precedent herein to such release have been complied with; 


        (c)   all
documentation, if any, required under the TIA, including without limitation TIA § 314(d); 



        (d)   a
Security Document or an amendment to an existing Security Document and such financing statements and other instruments, if any, necessary to create and perfect the
Lien of any applicable Security Document on such Replacement Assets; 


        (e)   evidence
of payment or a closing statement indicating payments to be made by the Company or the appropriate Guarantor of all filing fees, recording charges and/or
transfer taxes, if any, and other costs and expenses, including reasonable legal fees and disbursements 




89







 





of
one counsel for the Trustee (and any local counsel), that may be incurred to validly and effectively subject the Replacement Asset to the Lien of any Security Document; and 


        (f)    an
Opinion of Counsel substantially to the effect: 



        (i)    that
the documents that have been or are therewith delivered to the Trustee in connection with an investment in Replacement Assets conform to the requirements of this
Indenture and that all conditions precedent herein provided for relating to such application of Trust Monies have been complied with; and 



        (ii)   to
the extent that such Replacement Assets were acquired with Net Cash Proceeds, the relevant Security Documents create a valid, binding and enforceable Lien (subject
only to Permitted Collateral Liens) on and security interest in such Replacement Assets in favor of the Trustee for the benefit of the Holders; and 






upon
compliance with the foregoing provisions of this Section 11.12(D), the Trustee shall apply or shall instruct the Collateral Agent to apply, as applicable, the Released Trust Monies as
directed and specified by the Company. 



        If
any conflict or inconsistency exists between this Section 11.12 and the Intercreditor Agreement or any other applicable Security Documents, the Intercreditor Agreement and the
applicable Security Documents shall govern. 


ARTICLE TWELVE  


 MISCELLANEOUS  


SECTION
12.01.    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
12.02.    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
Advanced Materials LLC

500 Huntsman Way

Salt Lake City, Utah 84108

Attention: Office of General Counsel 




with
a copy to: 



Skadden,
Arps, Slate, Meagher & Flom

4 Times Square

New York, NY 10036

Attention: Phyllis Korff 




90







 




if
to the Trustee: 



Wells
Fargo Bank Minnesota, National Association

Corporate Trust

Sixth Street and Marquette Avenue

MAC N9303-120

Minneapolis, MN 55479

Attention: Huntsman Administrator 





        The
Company, the Guarantors and the Trustee by written notice to each other may designate additional or different addresses for notices. Any notice or communication to the Company, the
Guarantors or the Trustee shall be deemed to have been given when received. 



        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
12.03.    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
12.04.    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
12.05.    Statements Required in Certificate or Opinion.    



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



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


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


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


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



91








 





SECTION
12.06.    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
12.07.    Legal Holidays.    



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


SECTION
12.08.    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
12.09.    No Adverse Interpretation of Other Agreements.    


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


SECTION
12.10.    No Recourse Against Others.    



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


SECTION
12.11.    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
12.12.    Duplicate Originals.    


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


SECTION
12.13.    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
12.14.    Agent for Service; Submission to Jurisdiction; Waiver of Immunities.    


        (a)   By
the execution and delivery of this Indenture, the Company and each Guarantor (i) acknowledges that it has irrevocably designated and appointed CT Corporation
System, 111 Eighth Avenue, New York, New York 10011 (and any successor entity) as its authorized agent upon which 


92







 



process
may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes, the Guarantees and the Security Documents that may be instituted in any Federal or state court
in the Borough of Manhattan, The City of New York, the State of New York, or brought under Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation,
(ii) irrevocably submits to the jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT Corporation System and written notice of
said service to the Company in accordance with this Section 12.14 shall be deemed in every respect effective service of process upon the Company or any Guarantor, if any, in any such suit or
proceeding. The Company and each Guarantor further agrees to take any and all such action, including the execution and filing of any and all such documents and instruments as may be necessary to
continue such designation and appointment of CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect or any of the Notes shall be outstanding;  provided,
however, that the Company or any Guarantor may, by written notice to the Trustee, designate such additional or alternative agent for service
of process under this Section 12.14 that (i) maintains an office located in the Borough of Manhattan, The City of New York, the State of New York, (ii) is a corporate service
company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this
Section 12.14. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, the State of New York. 


        (b)   To
the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself
or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture, the Notes, the Guarantees and the Security Documents. In addition, the Company
and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this
Indenture, the Notes, the Guarantees or the Security Documents or the subject matter hereof or thereof may not be enforced in such courts. 


        (c)   The
Company and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit
on the judgment or in any other manner provided by law. Nothing in this Section 12.14 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect
the right of the Trustee to bring any action or proceeding against the Company or any Guarantor or its property in the courts of any other jurisdictions. 


SECTION
12.15.    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. 


        [Remainder
of Page Intentionally Left Blank] 


93








SIGNATURES  


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



	 	 	HUNTSMAN ADVANCED MATERIALS LLC
	

 	
 	

By:	
 	

/s/  SAM SCRUGGS      
 Name: Sam Scruggs

Title: Executive Vice President
	

 	
 	

VANTICO GROUP S.A.
	

 	
 	

By:	
 	

/s/  JOHN R. HESKETT      
 Name: John R. Heskett

Title: Authorized Person
	

 	
 	

VANTICO INTERNATIONAL S.A.
	

 	
 	

By:	
 	

/s/  JOHN R. HESKETT      
 Name: John R. Heskett

Title: Authorized Person
	

 	
 	

VANTICO INC.
	

 	
 	

By:	
 	

/s/  ROBERT ROTOLLO      
 Name: Robert Rotollo

Title: President
	

 	
 	

VANTICO AG
	

 	
 	

By:	
 	

/s/  ACHIM ROLOFF      
 Name:

Title:
	 	 	 	 	 









	

 	
 	

VANTICO HOLDING LIMITED
	

 	
 	

By:	
 	

/s/  PAUL HULME      
 Name: Paul Hulme

Title: Vice President
	

 	
 	

VANTICO LIMITED
	

 	
 	

By:	
 	

/s/  PAUL HULME      
 Name: Paul Hulme

Title: Vice President
	

 	
 	

VANTICO BETEILIGUNGS GMBH
	

 	
 	

By:	
 	

/s/  WILHELM KNOBLOCH      
 Name: Dr. Wilhelm Knobloch

Title: Managing Director
	

 	
 	

VANTICO VERWALTUNGS GMBH
	

 	
 	

By:	
 	

/s/  WILHELM KNOBLOCH      
 Name: Dr. Wilhelm Knobloch

Title: Managing Director
	

 	
 	

By:	
 	

/s/  KLAUDIA HEYDEN      
 Name: Klaudia Heyden

Title: Special Proxy
	

 	
 	

VANTICO DEUTSCHLAND GMBH & CO. KG
	

 	
 	

By:	
 	

/s/  WILHELM KNOBLOCH      
 Name: Dr. Wilhelm Knobloch

Title: Managing Director of Vantico Verwaltungs GmbH (and therefore also indirectly of Vantico Deutschland GmbH & Co. KG)
	

 	
 	

By:	
 	

/s/  KLAUDIA HEYDEN      
 Name: Klaudia Heyden

Title: Special Proxy of Vantico Verwaltungs GmbH (and therefore also indirectly of Vantico Deutschland GmbH & Co. KG)
	 	 	 	 	 









	

 	
 	

VANTICO GMBH & CO. KG
	

 	
 	

By:	
 	

/s/  WILHELM KNOBLOCH      
 Name: Dr. Wilhelm Knobloch

Title: Managing Director of Vantico Verwaltungs GmbH (and therefore also indirectly of Vantico GmbH & Co. KG)
	

 	
 	

By:	
 	

/s/  KLAUDIA HEYDEN      
 Name: Klaudia Heyden

Title: Special Proxy of Vantico Verwaltungs GmbH (and therefore also indirectly of Vantico GmbH & Co. KG)
	

 	
 	

VANTICO A&T US INC.
	

 	
 	

By:	
 	

/s/  ROBERT ROTOLLO      
 Name: Robert Rotollo

Title: Vice President
	

 	
 	

VANTICO ESPANA, S.L.
	

 	
 	

By:	
 	

/s/  ALBERT VILANOVA ANDREU      
 Name: Albert Vilanova Andreu

Title: Sole Director
	

 	
 	

HUNTSMAN ADVANCED MATERIALS (BELGIUM) BVBA
	

 	
 	

By:	
 	

/s/  ALBERT VILANOVA ANDREU      
 Name: Lode de Maesschalck

Title: Manager—Attorney
	

 	
 	

WELLS FARGO BANK MINNESOTA, National Association, as Trustee
	

 	
 	

By:	
 	

/s/  JANE Y. SCHWEIGER      
 Name: Jane Y. Schweiger

Title: Vice President










   EXHIBIT A-1  


[FORM OF RESTRICTED FIXED RATE NOTE]  



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


A-1-1







 

        [Insert Global Security legend, if applicable]


A-1-2







 
HUNTSMAN ADVANCED MATERIALS LLC  


 11% Senior Secured Note due 2010  



	No.	 	$	[                ]
	CUSIP	 	 	 





        HUNTSMAN
ADVANCED MATERIALS LLC, a Delaware limited liability company (the "Company"), for value received, promises to pay to
CEDE & CO. or registered assigns, the principal sum of            , on July 15, 2010. 


        Interest
Payment Dates: January 15 and July 15 


        Record
Dates: January 1 and July 1 


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


A-1-3







 

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



	 	 	HUNTSMAN ADVANCED MATERIALS LLC
	

 	
 	

By:	

    
 Name:

Title:




A-1-4







 
Trustee's Certificate of Authentication  


        This is one of the 11% Senior Secured Notes due 2010 referred to in the within-mentioned Indenture. 



	Dated:	 	 	 
	 	 	Wells Fargo Bank Minnesota, National Association,

    as Trustee
	

 	
 	

By:	

    
 Authorized Signature




A-1-5








   (REVERSE OF NOTE)  


 11% Senior Secured Note due 2010  


        1.    Interest.    HUNTSMAN ADVANCED MATERIALS LLC, a Delaware limited liability company (the
"Company"), promises to pay interest on the principal amount of this Note at the rate per annum shown above. Interest on the Fixed Rate Notes will
accrue from the most recent date on which interest has been paid or, if no interest has been paid, from June 30, 2003. The Company will pay interest semi-annually in arrears on each
January 15 and July 15 (each, an "Interest Payment Date") and at stated maturity, commencing on January 15, 2004. The Company will
make interest payments to the holders of record of the Fixed Rate Notes on the immediately preceding January 1 and July 1. 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 Fixed Rate Notes and on overdue
installments of interest (without regard to any applicable grace periods) to the extent lawful. 


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


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


        4.    Indenture.    The Company issued the Notes under an Indenture, dated as of June 30, 2003 (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 11% Senior Secured Notes due 2010. The Company shall be entitled to issue Additional Notes pursuant to Section 2.18 of the Indenture. The Initial Notes, any Additional
Notes and any Exchange Notes issued in accordance with the Indenture are treated as a single class of securities under the Indenture unless otherwise specified in the Indenture. Capitalized terms used
herein shall have the meanings assigned to them in the Indenture unless otherwise defined herein. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the "TIA"), as in effect on the date of
the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. The
Notes are senior obligations of the Company. 


        5.    Optional Redemption.    (a)    The Fixed Rate Notes will be redeemable, at the Company's option, in
whole at any time or in part from time to time, on and after July 15, 2007, 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 15 of 


A-1-6







 



the
year set forth below, plus, in each case, accrued and unpaid interest thereon, if any, to the date of redemption: 



	Year
 
	 	Percentage
	 
	2007	 	105.500	%
	2008	 	102.750	%
	2009 and thereafter	 	100.000	%






        (b)   At
any time, or from time to time, on or prior to July 15, 2006, the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as
defined below) to redeem up to 35% of the aggregate principal amount of Fixed Rate Notes originally issued (including the original principal amount of any Additional Fixed Rate Notes), at a redemption
price equal to 111% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided,  however, that at
least 60% of the aggregate principal amount of the Fixed Rate Notes issued (including the principal amount of any Additional Fixed Rate
Notes) remains 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. Notice of any such redemption shall be given within 90 days after the date of the Equity Offering. 


        "Equity Offering" means any sale of Qualified Capital Stock of the Company or any capital contribution to the equity of the Company. 


        (c)   Prior
to July 15, 2007, the Company may redeem all or a part of the Fixed Rate Notes upon not less than 30 nor more than 60 days' notice, at a redemption
price equal to the greater of: 



	(1)
	100%
of the principal amount thereof; or



	(2)
	the
present value, as determined by an Independent Investment Banker, of



	(A)
	105.500%
of the principal amount of the Fixed Rate Notes being redeemed as of July 15, 2007 (assuming a 360-day year consisting of twelve 30-day
months), plus



	(B)
	all
required interest payments due on such Fixed Rate Notes through July 15, 2007 (excluding accrued interest), discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus in each case accrued interest to the redemption date. 







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


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


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


A-1-7







 



of
such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations. 



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


        "Reference Treasury Dealer" means Deutsche Bank Securities Inc. or any of its affiliates in the United States and their respective
successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City, it will be substituted with another Reference Treasury Dealer. 



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


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


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


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


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


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


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



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


A-1-8







 



        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 (including any Additional 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 (including any Additional Notes). Without consent of any Holder, the parties thereto may amend or
supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency, provide for uncertificated Notes in addition to or in place of certificated Notes, or comply
with Article Five of the Indenture or make any other change that does not adversely affect in any material respect the rights of any Holder of a Note. 


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


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


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



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


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


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


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


A-1-9







 



by
the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 



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


        23.    Registration Rights.    Pursuant to the Registration Rights Agreement, the Company and the Guarantors will be
obligated upon the occurrence of certain events to consummate an exchange offer pursuant to which the Holder of this Note shall have the right to exchange this Note for an 11% Senior Secured Note due
2010 of the Company (an "Unrestricted Note") which has been registered under the Securities Act, in like principal amount and having terms identical in
all material respects as this Note. The Holders shall be entitled to receive certain additional interest payments in the event such exchange offer is not consummated and upon certain other conditions,
all pursuant to and in accordance with the terms of the Registration Rights Agreement. 


        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 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 ADVANCED MATERIALS LLC, 500 Huntsman
Way, Salt Lake City, Utah 84108, Attention: Office of General Counsel. 


A-1-10







 
[FORM OF ASSIGNMENT]  


I
or we assign to 


PLEASE
INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER 



	

	
 	

 
	

  
 (please print or type name and address)
	

  

	

  

	

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

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





	

Dated:	

  
	
 	

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





	

Signature Guarantee:	

  






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


[Check
One] 



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

(2)	

o	

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

(3)	

o	

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

(4)	

o	

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

(5)	

o	

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

(6)	

o	

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

(7)	

o	

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





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




	o
	The
transferee is an Affiliate of the Company. 




A-1-11







 





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



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



	

Dated:	

  
	
 	

Signed:	

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





	

Signature Guarantee:	

  






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


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



	

Dated:	

  
	
 	

  
 NOTICE:  To be executed by an executive officer




A-1-12







 
OPTION OF HOLDER TO ELECT PURCHASE  


        If you want to elect to have this Note purchased by the Company pursuant to Section 4.14, Section 4.15 or Section 4.20 of the Indenture,
check the appropriate box: 


Section 4.14 o        Section 4.15 o        Section 4.20 o 


        If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.14, Section 4.15 or Section 4.20 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-1-13








   EXHIBIT A-2  


[FORM OF RESTRICTED FLOATING RATE NOTE]  


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


A-2-1







 

        [Insert Global Security legend, if applicable]


A-2-2







 
HUNTSMAN ADVANCED MATERIALS LLC  


 Senior Secured Floating Rate Note due 2008  



	No.	 	$	[                ]
	CUSIP	 	 	 





        HUNTSMAN
ADVANCED MATERIALS LLC, a Delaware limited liability company (the "Company"), for value received, promises to pay to
CEDE & CO. or registered assigns, the principal sum of            , on July 15, 2008. 


        Interest
Payment Dates: January 15 and July 15 


        Record
Dates: January 1 and July 1 


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


A-2-3







 

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



	 	 	HUNTSMAN ADVANCED MATERIALS LLC
	

 	
 	

By:	

    
 Name:

Title:




A-2-4







 
Trustee's Certificate of Authentication  


        This is one of the Senior Secured Floating Rate Notes due 2008 referred to in the within-mentioned Indenture. 



	Dated:	 	 	 
	 	 	Wells Fargo Bank Minnesota, National Association,

    as Trustee
	

 	
 	

By:	

    
 Authorized Signature




A-2-5








   (REVERSE OF NOTE)  


 Senior Secured Floating Rate Note due 2008  


        1.    Interest.    HUNTSMAN ADVANCED MATERIALS LLC, a Delaware limited liability company (the
"Company"), promises to pay interest on the principal amount of this Note at the rate per annum, equal to LIBOR (as defined below) plus 8.00%, as
determined by the calculation agent (the "Calculation Agent"). Interest on this Note will be payable semi-annually in arrears on
January 15 and July 15 (each, an "Interest Payment Date"), commencing on January 15, 2004. The Company will make each interest
payment to the holders of record of the Floating Rate Notes on the immediately preceding January 1 and July 1. Interest on the Floating Rate Notes will accrue from the most recent date
to which interest has been paid or, if no interest has been paid, from and including the Issue Date. 



        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. 


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


        "Interest Period" means the period commencing on and including an interest payment date and ending on and including the day immediately
preceding the next succeeding interest payment date, with the exception that the first Interest Period shall commence on and include the Issue Date and end on and include January 14, 2004. 


        "LIBOR," with respect to an Interest Period, will be the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a
six-month period beginning on the second London Banking Day after the Determination Date that appears on Telerate Page 3750 as of 11:00 a.m., London time, on the Determination Date;  provided,
however, that in no event shall "LIBOR" be less than 2.00%. If Telerate Page 3750 does not
include such a rate or is unavailable on a Determination Date,
the Calculation Agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide such bank's offered
quotation (expressed as a percentage per annum), as of approximately 11:00 a.m., London time, on such Determination Date, to prime banks in the London interbank market for deposits in a
Representative Amount in U.S. dollars for a six-month period beginning on the second London Banking Day after the Determination Date. If at least two such offered quotations are so
provided, the rate for the Interest Period will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, the Calculation Agent will request each of three major
banks in New York City, as selected by the Calculation Agent, to provide such bank's rate (expressed as a percentage per annum), as of approximately 11:00 a.m., New York City time, on such
Determination Date, for loans in a Representative Amount in U.S. dollars to leading European banks for a six-month period beginning on the second London Banking Day after the Determination
Date. If at least two such rates are so provided, the rate for the Interest Period will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then the rate for the
Interest Period will be the rate in effect with respect to the immediately preceding Interest Period. 


        "London Banking Day" is any day in which dealings in U.S. dollars are transacted or, with respect to any future date, are expected to be
transacted in the London interbank market. 


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


        "Telerate Page 3750" means the display designated as "Page 3750" on the Moneyline Telerate service (or such other page as may replace Page
3750 on that service). 


A-2-6







 



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


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


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


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


        2.    Method of Payment.    The Company shall pay interest on the Notes (except defaulted interest) to the Persons who
are the registered Holders at the close of business on the Record Date immediately preceding the Interest Payment Date even if the Notes are 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, Registrar and Calculation Agent.    Initially, Wells Fargo Bank Minnesota, National Association
(the "Trustee") will act as Paying Agent, Registrar and Calculation Agent. The Company may change any Paying Agent, Registrar or
co-Registrar or Calculation Agent without notice to the Holders. The Company or any of its Subsidiaries may, subject to certain exceptions, act as Registrar or co-Registrar. 


        4.    Indenture.    The Company issued the Notes under an Indenture, dated as of June 30, 2003 (the
"Indenture"), among the Company, each of the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of Notes of the
Company designated as its Senior Secured Floating Rate Notes due 2008. The Company shall be entitled to issue Additional Notes pursuant to Section 2.18 of the Indenture. The Initial Notes
(including without limitation the Initial Fixed Rate Notes), any Additional Notes (including without limitation any Additional Fixed Rate Notes) and any Exchange Notes issued in accordance with the
Indenture are treated as a single class of securities under the Indenture unless otherwise specified in the Indenture. Capitalized terms used herein shall have the meanings assigned to them in the
Indenture unless otherwise defined herein. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture. Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. The Notes are senior obligations of the Company. 



        5.    Optional Redemption.    (a)    The Floating Rate Notes will be redeemable, at the Company's option, in
whole at any time or in part from time to time, on and after July 15, 2005, upon not less than 30 nor more than 60 days' notice, at the following redemption prices (expressed as
percentages of 


A-2-7







 



the
principal amount thereof) if redeemed during the twelve-month period commencing on July 15 of the year set forth below, plus, in each case, accrued and unpaid interest thereon, if any, to
the date of redemption: 



	Year
 
	 	Percentage
	 
	2005	 	105.000	%
	2006	 	102.500	%
	2007 and thereafter	 	100.000	%






        (b)   At
any time, or from time to time, on or prior to July 15, 2005, the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as
defined below) to redeem up to 35% of the aggregate principal amount of Floating Rate Notes originally issued (including the original principal amount of any Additional Floating Rate Notes), at a
redemption price equal to 111% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided,  however, that at least 60% of the aggregate principal amount of the Floating Rate Notes issued (including the principal amount of any Additional
Floating Rate Notes) remains 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. Notice of any such redemption shall be given within 90 days after the date of the Equity Offering. 


        "Equity Offering" means any sale of Qualified Capital Stock of the Company or any capital contribution to the equity of the Company. 


        (c)   Prior
to July 15, 2005, the Company may redeem all or a part of the Floating Rate Notes upon not less than 30 nor more than 60 days' notice, at a
redemption price equal to the greater of: 



	(1)
	100%
of the principal amount thereof; or



	(2)
	the
present value, as determined by an Independent Investment Banker, of



	(A)
	105.000%
of the principal amount of the Floating Rate Notes being redeemed as of July 15, 2005 (assuming a 360-day year consisting of twelve 30-day
months), plus



	(B)
	all
required interest payments due on such Floating Rate Notes through July 15, 2005 (excluding accrued interest) (calculating assuming that the rate of interest on the
Floating Rate Notes for the period from the redemption date through July 15, 2005 will be equal to the rate of interest on the Floating Rate Notes in effect on the redemption date), discounted
to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus in each case accrued
interest to the redemption date. 







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


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


        "Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily 


A-2-8







 



statistical
release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if
such release (or any successor release) is not published or does not contain such prices on such Business Day, (A) the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such
quotations. 


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


        "Reference Treasury Dealer" means Deutsche Bank Securities Inc. or any of its affiliates in the United States and their respective
successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City, it will be substituted with another Reference Treasury Dealer. 


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



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


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


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


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


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


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



        12.    Discharge Prior to Redemption or Maturity.    If the Company at any time deposits with the Trustee U.S. Legal
Tender or non-callable U.S. Government Obligations sufficient to pay the principal 


A-2-9







 



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 (including any Additional 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 (including any
Additional Notes). Without consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency, provide
for uncertificated Notes in addition to or in place of certificated Notes, or comply with Article Five of the Indenture or make any other change that does not adversely affect in any material respect
the rights of any Holder of a Note. 


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


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


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



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


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


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


A-2-10







 



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


        23.    Registration Rights.    Pursuant to the Registration Rights Agreement, the Company and the Guarantors will be
obligated upon the occurrence of certain events to consummate an exchange offer pursuant to which the Holder of this Note shall have the right to exchange this Note for a Senior Secured Floating Rate
Note due 2008 of the Company (an "Unrestricted Note") which has been registered under the Securities Act, in like principal amount and having terms
identical in all material respects as this Note. The Holders shall be entitled to receive certain additional interest payments in the event such exchange offer is not consummated and upon certain
other conditions, all pursuant to and in accordance with the terms of the Registration Rights Agreement. 


        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 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 ADVANCED MATERIALS LLC, 500 Huntsman
Way, Salt Lake City, Utah 84108, Attention: Office of General Counsel. 


A-2-11







 
[FORM OF ASSIGNMENT]  


I
or we assign to 


PLEASE
INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER 



	

	
 	

 
	

  
 (please print or type name and address)
	

  

	

  

	

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

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





	

Dated:	

  
	
 	

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





	

Signature Guarantee:	

  






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


[Check
One] 



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

(2)	

o	

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

(3)	

o	

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

(4)	

o	

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

(5)	

o	

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

(6)	

o	

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

(7)	

o	

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





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




	o
	The
transferee is an Affiliate of the Company. 




A-2-12







 





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



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



	

Dated:	

  
	
 	

Signed:	

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





	

Signature Guarantee:	

  






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


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



	

Dated:	

  
	
 	

  
 NOTICE:  To be executed by an executive officer




A-2-13







 
OPTION OF HOLDER TO ELECT PURCHASE  


        If you want to elect to have this Note purchased by the Company pursuant to Section 4.14, Section 4.15 or Section 4.20 of the Indenture,
check the appropriate box: 


Section 4.14 o        Section 4.15 o        Section 4.20 o 


        If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.14, Section 4.15 or Section 4.20 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-2-14








  



EXHIBIT A-3  


[FORM OF UNRESTRICTED FIXED RATE NOTE]  


        [Insert Global Security legend, if applicable]


A-3-1







 
 
 

HUNTSMAN ADVANCED MATERIALS LLC    
    
    11% Senior Secured Note due 2010    
    



	No.	 	$	[                ]
	CUSIP	 	 	 





        HUNTSMAN
ADVANCED MATERIALS LLC, a Delaware limited liability company (the "Company"), for value received, promises to pay to
CEDE & CO. or registered assigns, the principal sum of            , on July 15, 2010. 


        Interest
Payment Dates: January 15 and July 15 


        Record
Dates: January 1 and July 1 


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


A-3-2







 

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



	 	 	HUNTSMAN ADVANCED MATERIALS LLC
	

 	
 	

By:	

    
 Name:

Title:




A-3-3







 
Trustee's Certificate of Authentication  


        This is one of the 11% Senior Secured Notes due 2010 referred to in the within-mentioned Indenture. 



	Dated:	 	 	 
	 	 	Wells Fargo Bank Minnesota, National Association,

    as Trustee
	

 	
 	

By:	

    
 Authorized Signature




A-3-4








   (REVERSE OF NOTE)  


 11% Senior Secured Note due 2010  


        1.    Interest.    HUNTSMAN ADVANCED MATERIALS LLC, a Delaware limited liability company (the
"Company"), promises to pay interest on the principal amount of this Note at the rate per annum shown above. Interest on the Fixed Rate Notes will
accrue from the most recent date on which interest has been paid or, if no interest has been paid, from June 30, 2003. The Company will pay interest semi-annually in arrears on each
January 15 and July 15 (each, an "Interest Payment Date") and at stated maturity, commencing on January 15, 2004. The Company will
make interest payments to the holders of record of the Fixed Rate Notes on the immediately preceding January 1 and July 1. 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 Fixed Rate Notes and on overdue
installments of interest (without regard to any applicable grace periods) to the extent lawful. 


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


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


        4.    Indenture.    The Company issued the Notes under an Indenture, dated as of June 30, 2003 (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 11% Senior Secured Notes due 2010. The Company shall be entitled to issue Additional Notes pursuant to Section 2.18 of the Indenture. The Initial Notes, any Additional
Notes and any Exchange Notes issued in accordance with the Indenture are treated as a single class of securities under the Indenture unless otherwise specified in the Indenture. Capitalized terms used
herein shall have the meanings assigned to them in the Indenture unless otherwise defined herein. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the "TIA"), as in effect on the date of
the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. The
Notes are senior obligations of the Company. 


        5.    Optional Redemption.    (a) The Fixed Rate Notes will be redeemable, at the Company's option, in whole
at any time or in part from time to time, on and after July 15, 2007, 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 15 of 


A-3-5







 



the
year set forth below, plus, in each case, accrued and unpaid interest thereon, if any, to the date of redemption: 



	Year
 
	 	Percentage
	 
	2007	 	105.500	%
	2008	 	102.750	%
	2009 and thereafter	 	100.000	%






        (b)   At
any time, or from time to time, on or prior to July 15, 2006, the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as
defined below) to redeem up to 35% of the aggregate principal amount of Fixed Rate Notes originally issued (including the original principal amount of any Additional Fixed Rate Notes), at a redemption
price equal to 111% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided,  however, that at
least 60% of the aggregate principal amount of the Fixed Rate Notes issued (including the principal amount of any Additional Fixed Rate
Notes) remains 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. Notice of any such redemption shall be given within 90 days after the date of the Equity Offering. 


        "Equity Offering" means any sale of Qualified Capital Stock of the Company or any capital contribution to the equity of the Company. 


        (c)   Prior
to July 15, 2007, the Company may redeem all or a part of the Fixed Rate Notes upon not less than 30 nor more than 60 days' notice, at a redemption
price equal to the greater of: 



	(1)
	100%
of the principal amount thereof; or



	(2)
	the
present value, as determined by an Independent Investment Banker, of



	(A)
	105.500%
of the principal amount of the Fixed Rate Notes being redeemed as of July 15, 2007 (assuming a 360-day year consisting of twelve 30-day
months), plus



	(B)
	all
required interest payments due on such Fixed Rate Notes through July 15, 2007 (excluding accrued interest), discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus in each case accrued interest to the redemption date. 







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


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


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


A-3-6







 



of
such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations. 



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


        "Reference Treasury Dealer" means Deutsche Bank Securities Inc. or any of its affiliates in the United States and their respective
successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City, it will be substituted with another Reference Treasury Dealer. 



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


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


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


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


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


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


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



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


A-3-7







 



        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 (including any Additional 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 (including any Additional Notes). Without consent of any Holder, the parties thereto may amend or
supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency, provide for uncertificated Notes in addition to or in place of certificated Notes, or comply
with Article Five of the Indenture or make any other change that does not adversely affect in any material respect the rights of any Holder of a Note. 


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


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


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



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


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


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


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


A-3-8







 



by
the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 



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


        23.    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. 



        24.    Guarantees.    This Note will be entitled to the benefits of certain 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 ADVANCED MATERIALS LLC, 500 Huntsman
Way, Salt Lake City, Utah 84108, Attention: Office of General Counsel. 


A-3-9







 
[FORM OF ASSIGNMENT]  


I
or we assign to 


PLEASE
INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER 



	

	
 	

 
	

  
 (please print or type name and address)
	

  

	

  

	

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

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





	

Dated:	

  
	
 	

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





	

Signature Guarantee:	

  






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


[Check
One] 



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

(2)	

o	

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

(3)	

o	

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

(4)	

o	

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

(5)	

o	

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

(6)	

o	

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

(7)	

o	

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





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




	o
	The
transferee is an Affiliate of the Company. 




A-3-10







 





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



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



	

Dated:	

  
	
 	

Signed:	

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





	

Signature Guarantee:	

  






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


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



	

Dated:	

  
	
 	

  
 NOTICE:  To be executed by an executive officer




A-3-11







 
OPTION OF HOLDER TO ELECT PURCHASE  


        If you want to elect to have this Note purchased by the Company pursuant to Section 4.14, Section 4.15 or Section 4.20 of the Indenture,
check the appropriate box: 


Section 4.14 o        Section 4.15 o        Section 4.20 o 


        If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.14, Section 4.15 or Section 4.20 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-3-12








  



EXHIBIT A-4  


[FORM OF UNRESTRICTED FLOATING RATE NOTE]  


        [Insert Global Security legend, if applicable]


A-4-1







 
 
 

HUNTSMAN ADVANCED MATERIALS LLC    
    
    Senior Secured Floating Rate Note due 2008    
    



	No.	 	$	[                ]
	CUSIP	 	 	 





        HUNTSMAN
ADVANCED MATERIALS LLC, a Delaware limited liability company (the "Company"), for value received, promises to pay to
CEDE & CO. or registered assigns, the principal sum of            , on July 15, 2008. 


        Interest
Payment Dates: January 15 and July 15 


        Record
Dates: January 1 and July 1 


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


A-4-2







 

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



	 	 	HUNTSMAN ADVANCED MATERIALS LLC
	

 	
 	

By:	

    
 Name:

Title:




A-4-3







 
Trustee's Certificate of Authentication  


        This is one of the Senior Secured Floating Rate Notes due 2008 referred to in the within-mentioned Indenture. 



	Dated:	 	 	 
	 	 	Wells Fargo Bank Minnesota, National Association,

    as Trustee
	

 	
 	

By:	

    
 Authorized Signature




A-4-4








   (REVERSE OF NOTE)  


 Senior Secured Floating Rate Note due 2008  


        1.    Interest.    HUNTSMAN ADVANCED MATERIALS LLC, a Delaware limited liability company (the
"Company"), promises to pay interest on the principal amount of this Note at the rate per annum, equal to LIBOR (as defined below) plus 8.00%, as
determined by the calculation agent (the "Calculation Agent"). Interest on this Note will be payable semi-annually in arrears on
January 15 and July 15 (each, an "Interest Payment Date"), commencing on January 15, 2004. The Company will make each interest
payment to the holders of record of the Floating Rate Notes on the immediately preceding January 1 and July 1. Interest on the Floating Rate Notes will accrue from the most recent date
to which interest has been paid or, if no interest has been paid, from and including the Issue Date. 



        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. 


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


        "Interest Period" means the period commencing on and including an interest payment date and ending on and including the day immediately
preceding the next succeeding interest payment date, with the exception that the first Interest Period shall commence on and include the Issue Date and end on and include January 14, 2004. 


        "LIBOR," with respect to an Interest Period, will be the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a
six-month period beginning on the second London Banking Day after the Determination Date that appears on Telerate Page 3750 as of 11:00 a.m., London time, on the Determination Date;  provided,
however, that in no event shall "LIBOR" be less than 2.00%. If Telerate Page 3750 does not
include such a rate or is unavailable on a Determination Date,
the Calculation Agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide such bank's offered
quotation (expressed as a percentage per annum), as of approximately 11:00 a.m., London time, on such Determination Date, to prime banks in the London interbank market for deposits in a
Representative Amount in U.S. dollars for a six-month period beginning on the second London Banking Day after the Determination Date. If at least two such offered quotations are so
provided, the rate for the Interest Period will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, the Calculation Agent will request each of three major
banks in New York City, as selected by the Calculation Agent, to provide such bank's rate (expressed as a percentage per annum), as of approximately 11:00 a.m., New York City time, on such
Determination Date, for loans in a Representative Amount in U.S. dollars to leading European banks for a six-month period beginning on the second London Banking Day after the Determination
Date. If at least two such rates are so provided, the rate for the Interest Period will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then the rate for the
Interest Period will be the rate in effect with respect to the immediately preceding Interest Period. 


        "London Banking Day" is any day in which dealings in U.S. dollars are transacted or, with respect to any future date, are expected to be
transacted in the London interbank market. 


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


        "Telerate Page 3750" means the display designated as "Page 3750" on the Moneyline Telerate service (or such other page as may replace Page
3750 on that service). 


A-4-5







 



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


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


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


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


        2.    Method of Payment.    The Company shall pay interest on the Notes (except defaulted interest) to the Persons who
are the registered Holders at the close of business on the Record Date immediately preceding the Interest Payment Date even if the Notes are 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, Registrar and Calculation Agent.    Initially, Wells Fargo Bank Minnesota, National Association
(the "Trustee") will act as Paying Agent, Registrar and Calculation Agent. The Company may change any Paying Agent, Registrar or
co-Registrar or Calculation Agent without notice to the Holders. The Company or any of its Subsidiaries may, subject to certain exceptions, act as Registrar or co-Registrar. 


        4.    Indenture.    The Company issued the Notes under an Indenture, dated as of June 30, 2003 (the
"Indenture"), among the Company, each of the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of Notes of the
Company designated as its Senior Secured Floating Rate Notes due 2008. The Company shall be entitled to issue Additional Notes pursuant to Section 2.18 of the Indenture. The Initial Notes
(including without limitation the Initial Fixed Rate Notes), any Additional Notes (including without limitation any Additional Fixed Rate Notes) and any Exchange Notes issued in accordance with the
Indenture are treated as a single class of securities under the Indenture unless otherwise specified in the Indenture. Capitalized terms used herein shall have the meanings assigned to them in the
Indenture unless otherwise defined herein. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture. Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. The Notes are senior obligations of the Company. 



        5.    Optional Redemption.    (a)    The Floating Rate Notes will be redeemable, at the Company's option, in
whole at any time or in part from time to time, on and after July 15, 2005, upon not less than 30 nor more than 60 days' notice, at the following redemption prices (expressed as
percentages of 


A-4-6







 



the
principal amount thereof) if redeemed during the twelve-month period commencing on July 15 of the year set forth below, plus, in each case, accrued and unpaid interest thereon, if any, to
the date of redemption: 



	Year
 
	 	Percentage
	 
	2005	 	105.000	%
	2006	 	102.500	%
	2007 and thereafter	 	100.000	%






        (b)   At
any time, or from time to time, on or prior to July 15, 2005, the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as
defined below) to redeem up to 35% of the aggregate principal amount of Floating Rate Notes originally issued (including the original principal amount of any Additional Floating Rate Notes), at a
redemption price equal to 111% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided,  however, that at least 60% of the aggregate principal amount of the Floating Rate Notes issued (including the principal amount of any Additional
Floating Rate Notes) remains 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. Notice of any such redemption shall be given within 90 days after the date of the Equity Offering. 


        "Equity Offering" means any sale of Qualified Capital Stock of the Company or any capital contribution to the equity of the Company. 


        (c)   Prior
to July 15, 2005, the Company may redeem all or a part of the Floating Rate Notes upon not less than 30 nor more than 60 days' notice, at a
redemption price equal to the greater of: 



	(1)
	100%
of the principal amount thereof; or



	(2)
	the
present value, as determined by an Independent Investment Banker, of



	(A)
	105.000%
of the principal amount of the Floating Rate Notes being redeemed as of July 15, 2005 (assuming a 360-day year consisting of twelve 30-day
months), plus



	(B)
	all
required interest payments due on such Floating Rate Notes through July 15, 2005 (excluding accrued interest) (calculating assuming that the rate of interest on the
Floating Rate Notes for the period from the redemption date through July 15, 2005 will be equal to the rate of interest on the Floating Rate Notes in effect on the redemption date), discounted
to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus in each case accrued
interest to the redemption date. 







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


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


        "Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily 


A-4-7







 



statistical
release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if
such release (or any successor release) is not published or does not contain such prices on such Business Day, (A) the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such
quotations. 


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


        "Reference Treasury Dealer" means Deutsche Bank Securities Inc. or any of its affiliates in the United States and their respective
successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City, it will be substituted with another Reference Treasury Dealer. 


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



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


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


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


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


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


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



        12.    Discharge Prior to Redemption or Maturity.    If the Company at any time deposits with the Trustee U.S. Legal
Tender or non-callable U.S. Government Obligations sufficient to pay the principal 


A-4-8







 



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 (including any Additional 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 (including any
Additional Notes). Without consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency, provide
for uncertificated Notes in addition to or in place of certificated Notes, or comply with Article Five of the Indenture or make any other change that does not adversely affect in any material respect
the rights of any Holder of a Note. 


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


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


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



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


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


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


A-4-9







 



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


        23.    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. 


        24.    Guarantees.    This Note will be entitled to the benefits of certain 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 ADVANCED MATERIALS LLC, 500 Huntsman
Way, Salt Lake City, Utah 84108, Attention: Office of General Counsel. 


A-4-10







 
[FORM OF ASSIGNMENT]  


I
or we assign to 


PLEASE
INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER 



	

	
 	

 
	

  
 (please print or type name and address)
	

  

	

  

	

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

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





	

Dated:	

  
	
 	

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





	

Signature Guarantee:	

  






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


[Check
One] 



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

(2)	

o	

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

(3)	

o	

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

(4)	

o	

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

(5)	

o	

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

(6)	

o	

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

(7)	

o	

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





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




	o
	The
transferee is an Affiliate of the Company. 




A-4-11







 





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



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



	

Dated:	

  
	
 	

Signed:	

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





	

Signature Guarantee:	

  






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


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



	

Dated:	

  
	
 	

  
 NOTICE:  To be executed by an executive officer




A-4-12







 
OPTION OF HOLDER TO ELECT PURCHASE  


        If you want to elect to have this Note purchased by the Company pursuant to Section 4.14, Section 4.15 or Section 4.20 of the Indenture,
check the appropriate box: 


Section 4.14 o        Section 4.15 o        Section 4.20 o 


        If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.14, Section 4.15 or Section 4.20 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-4-13








   EXHIBIT B  


FORM OF LEGEND FOR GLOBAL SECURITY  



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



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


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


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



B-1












   EXHIBIT C-1  


FORM OF TRANSFER CERTIFICATE—

RESTRICTED GLOBAL SECURITY TO

REGULATION S GLOBAL SECURITY

(Transfers pursuant to Section 2.16(a)(ii)

of the Indenture)  


Wells
Fargo Bank Minnesota, National Association

Corporate Trust

Sixth Street and Marquette Avenue

MAC N9303-120

Minneapolis, MN 55479 


Attention:
Huntsman Administrator 




	Re:
	Huntsman Advanced Materials LLC

[11% Senior Secured Notes due 2010] [Senior Secured

Floating Rate Notes due 2008] (the "Securities")





        Reference
is hereby made to the Indenture, dated as of June 30, 200 between the Company, the Guarantors named therein and Wells Fargo Bank Minnesota, National Association, as
trustee, (the "Indenture"). Terms used but not defined herein and defined in Regulation S under the U.S. Securities Act of 1933 (the
"Securities Act") or in the Indenture shall have the meanings given to them in Regulation S or the Indenture, as the case may be. 


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


        [CUSIP][CINS][ISIN]
No(s).                                       



        CERTIFICATE
No(s).                                       




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


        The
Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of
an interest in the Regulation S Global Security. In connection with such transfer, the Owner hereby certifies that such transfer is being effected in accordance with Rule 904 under the
Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows: 



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



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


        3      either: 



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




C-1-1







 


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




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



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


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


        7.     upon
completion of the transaction, the beneficial interest being transferred will be held through an Agent Member acting for and on behalf of Euroclear or Clearstream. 




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



	Dated:	 	 	 
	

 	
 	

 (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	

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




C-1-2








   EXHIBIT C-2  


FORM OF TRANSFER CERTIFICATE—

RESTRICTED GLOBAL SECURITY TO UNRESTRICTED

GLOBAL SECURITY

(Transfers Pursuant to Sections 2.16(a)(iii)

and 2.16(b)(ii) of the Indenture)  


Wells
Fargo Bank Minnesota, National Association

Corporate Trust

Sixth Street and Marquette Street

MAC N9303-120

Minneapolis, MN 55479 


Attention:
Huntsman Administrator 




	Re:
	Huntsman Advanced Materials LLC

[11% Senior Secured Notes due 2010] [Senior Secured

Floating Rate Notes due 2008] (the "Securities")





        Reference
is hereby made to the Indenture, dated as of June 30, 2003 between the Company, the Guarantors named therein and Wells Fargo Bank Minnesota, National Association, as
trustee, (the "Indenture"). Terms used but not defined herein and defined in Regulation S under the U.S. Securities Act of 1933 (the
"Securities Act") or in the Indenture shall have the meanings given to them in Regulation S or the Indenture, as the case may be. 


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



        [CUSIP][CINS][ISIN]
No(s).                                       



        CERTIFICATE
No(s).                                       



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


        The
Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of
an interest in the Unrestricted Global Security. In connection with such transfer, the Owner hereby certifies that such transfer is being effected in accordance with Rule 904 or Rule 144
under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows: 



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



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



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




C-2-1







 





        (C)  either:




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


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




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


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


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




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



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


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





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



	Dated:	 	 	 
	

 	
 	

 (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	

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




C-2-2








   EXHIBIT C-3  


FORM OF TRANSFER CERTIFICATE—

REGULATION S GLOBAL SECURITY TO

RESTRICTED GLOBAL SECURITY

(Transfers to QIBs Pursuant to Section 2.16(a)(iv)

of the Indenture)  


Wells
Fargo Bank Minnesota, National Association

Corporate Trust

Sixth Street and Marquette Avenue

MAC N9303-120

Minneapolis, MN 55479 


Attention:
Huntsman Administrator 




	Re:
	Huntsman Advanced Materials LLC

[11% Senior Secured Notes due 2010] [Senior Secured Floating

Rate Notes due 2008] (the "Securities")





        Reference
is hereby made to the Indenture, dated as of June 30, 2003 between the Company, the Guarantors named therein and Wells Fargo Bank Minnesota, National Association, as
trustee, (the "Indenture"). Terms used but not defined herein and defined in Regulation S under the U.S. Securities Act of 1933 (the "Securities
Act") or in the Indenture shall have the meanings given to them in Regulation S or the Indenture, as the case may be. 


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



        [CUSIP][CINS][ISIN]
No(s).                                       



        CERTIFICATE
No(s).                                       



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


        The
Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of
an interest in the Restricted Global Security. In connection with such transfer, the Owner hereby certifies that such transfer is being effected in accordance with Rule 144A under the
Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows: 



        (1)   the
Specified Securities are being transferred to a person that the Owner and any person acting on its behalf reasonably believe is a "qualified institutional buyer"
within the meaning of Rule 144A, acquiring for its own account or for the account of a qualified institutional buyer; and 


        (2)   the
Owner and any person acting on its behalf have taken reasonable steps to ensure that the Transferee is aware that the Owner may be relying on Rule 144A in
connection with the transfer. 



C-3-1







 





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



	Dated:	 	 	 
	

 	
 	

 (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	

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




C-3-2








   EXHIBIT D  


FORM OF CERTIFICATE TO BE

DELIVERED IN CONNECTION WITH

TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS

(Transfers Pursuant to Section 2.17(a) of the Indenture)  


Wells
Fargo Bank Minnesota, National Association

Corporate Trust

Sixth Street and Marquette Avenue

MAC N9303-120

Minneapolis, MN 55479 


Attention:
Huntsman Administrator 




	Re:
	Huntsman Advanced Materials LLC

[11% Senior Secured Notes due 2010] [Senior Secured Floating Rate Notes due 2008] (the "Securities")  





Ladies and Gentlemen: 


        Reference
is hereby made to the Indenture, dated as of June 30, 2003 between the Company, the Guarantors named therein and Wells Fargo Bank Minnesota, National Association, as
trustee (the "Indenture"). Terms used but not defined herein have the meanings given to them in the Indenture. 


        This
certificate relates to $            principal amount of Securities, which are evidenced by the following certificate(s): 



        We
understand that the Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be sold except as permitted in the following
sentence. We understand and agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, (x) that such Securities are being offered only in a
transaction not involving any public offering within two years after the date of the original issuance of the Securities or if within three months after we cease to be an affiliate (within the meaning
of Rule 144 under the Securities Act) of the Company, such Securities may be resold, pledged or transferred only (i) to the Company, (ii) so long as the Securities are eligible
for resale pursuant to Rule 144A under the Securities Act ("Rule 144A"), to a person who we reasonably believe is a "qualified institution buyer" (as defined in Rule 144A) ("QIB")
that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A (as indicated by the box
checked by the transferor on the Certificate of Transfer on the reverse of the certificate for the Securities), (iii) in an offshore transaction in accordance with Regulation S under the
Securities Act (as indicated by the box checked by the transferor on the Certificate of Transfer on the reverse of the Note if the Note is not in book-entry form), and, if such transfer is
being effected by certain transferors prior to the expiration of the "40-day distribution compliance period" (within the meaning of Rule 903(b)(2) of Regulation S under the
Securities Act), a certificate that may be obtained from the Trustee is delivered by the transferee, (iv) to an institution that is an "accredited investor" as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act (as indicated by the box checked by the transferor on the Certificate of Transfer on the reverse of the certificate for the Securities) which has
certified to the Company and the Trustee for the Securities that it is such an accredited investor and is acquiring the Securities for investment purposes and not for distribution (provided that no
Securities purchased from a foreign purchaser or from any person other than a QIB or an institutional accredited investor pursuant to this clause (iii) shall be permitted to transfer any
Securities so purchased to an institutional accredited investor pursuant to this clause (iv) prior to 



D-1







 

the
expiration of the "applicable restricted period" (within the meaning of Regulation S under the Securities Act), (v) pursuant to an exemption from registration under the Securities
Act provided by Rule 144 (if applicable) under the Securities Act, or (vi) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any
applicable securities laws of any state of the United States, and we will notify any purchaser of the Securities from us of the above resale restriction, if then applicable. We further understand that
in connection with any transfer of the Securities by us that the Company and the Trustee for the Securities may request, and if so requested we will furnish, such certificates, legal opinions and
other information as they may reasonably require to confirm that any such transfer complies with the foregoing restrictions. 


        We
are able to fend for ourselves in the transactions contemplated by this Offering Circular, we have such knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the Securities, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment and can afford the
complete loss of such investment. 


        We
understand that the Company and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and we agree that if any of the
acknowledgments, representations and warranties deemed to have been made by us by our purchase of Securities, for our own account or of one or more accounts as to each of which we exercise sole
investment discretion, are no longer accurate, we shall promptly notify the Company. 


        We
are acquiring the Securities purchased by us for investment purposes and not for distribution of our own account or for one or more accounts as to each of which we exercise sole
investment discretion and we are or such account is an institutional "accredited investor" (as defined in rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act). 


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



	 	 	Very truly yours,
	

 	
 	

 	
 	

 
	

 	
 	

 (Name of Purchaser)
	

 	
 	

 	
 	

 
	

 	
 	

By:	
 	

 
	 	 	 	 	

	Date:	 	 	 	 




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 Ten of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article Ten of
the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. 



        Capitalized
terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of June 30, 2003, among HUNTSMAN ADVANCED MATERIALS LLC, as issuer
(the "Company"), each of the Guarantors named therein and Wells Fargo Bank Minnesota, National Association, as trustee (the "Trustee"), as amended or supplemented (the "Indenture"). 


        The
obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture
(including, without limitation, the applicable limitations on this Guarantee as set forth in Section 10.02 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. 


        [The
obligations and liabilities of any Guarantor incorporated, organized or formed, as the case may be, under the laws of Spain shall not include any liability to the extent
it would result in
its guarantee constituting unlawful financial assistance within the meaning of Article 40.5 of Limited Liability Companies Law.](1) 




	(1)
	To
be included in any Guarantee executed by a Guarantor incorporated, organized or formed under the laws of Spain. 



        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 LAWS. The undersigned
Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. 



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


E-1







 

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



	Date:	 	    
	 	 	 
	

 	
 	

 	
 	

[                              ]

    as Guarantor
	

 	
 	

 	
 	

By:	

    

	 	 	 	 	Name:	 
	 	 	 	 	Title:	 




E-2








   EXHIBIT F  


[FORM OF INCUMBENCY CERTIFICATE]  


        The
undersigned,                        , being
the                        of                 
       (the "Company") does hereby certify that the individuals listed below are qualified and acting officers of
the Company as set forth in the right column opposite their respective names and the signatures appearing in the extreme right column opposite the name of each such officer is a true specimen of the
genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Wells Fargo Bank Minnesota, National Association, as Trustee
under the Indenture dated as of June 30, 2003, by and between the Company and Wells Fargo Bank Minnesota, National Association. 



	Name
 
	 	Title
	 	Signature

	

	
 	

	
 	


	

	
 	

	
 	


	

	
 	

	
 	







        IN
WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the 30th day of June, 2003. 



	 	 	

	 	 	Name:
	 	 	Title:




F-1











QuickLinks


INDENTURE Dated as of June 30, 2003


HUNTSMAN ADVANCED MATERIALS LLC 11% Senior Secured Note due 2010


HUNTSMAN ADVANCED MATERIALS LLC Senior Secured Floating Rate Note due 2008