Exhibit 4.49


 


HMP EQUITY HOLDINGS
CORPORATION


 


875,000 Units
Consisting of

$875,000,000 Principal Amount at Maturity of 15%

Senior Secured Discount Notes due 2008 and Warrants

to Purchase 2,458,257 Shares of Common Stock


 


unconditionally
guaranteed by


 


Alta One Inc.


 


Exchange and
Registration Rights Agreement


 


May 9, 2003


Credit Suisse First Boston LLC

CIBC World Markets Corp.

c/o Credit Suisse First Boston LLC


11 Madison
Avenue

New York, NY 10010


 


Ladies and Gentlemen:


 


HMP Equity
Holdings Corporation, a Delaware corporation (the “Company”), proposes
to issue and sell to the Purchasers (as defined herein) upon the terms set
forth in the Purchase Agreement (as defined herein) 875,000 units, consisting
of $875,000,000 aggregate principal amount at maturity of the Company’s 15%
Senior Secured Discount Notes due 2008 and an aggregate of 875,000 warrants,
each entitling the holder thereof to purchase 2.8094 shares of common stock of
the Company, par value $0.01 per share.


 


As an
inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction
of a condition to the obligations of the Purchasers thereunder, the Company and
the Guarantor agree with the Purchasers for the benefit of holders (as defined
herein) from time to time of the Registrable Securities (as defined herein) as
follows:


 


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


 


“Accreted
Value” shall have the meaning assigned thereto in the Indenture.


 


“Applicable
Rate” shall have the meaning assigned thereto in the Indenture.


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Indenture”
shall mean the Indenture, dated as of May 9, 2003, between the Company, the
Guarantor and Wells Fargo Bank Minnesota, National Association, as Trustee, as
the same shall be amended from time to time relating to the Securities.


 


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


 


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


 


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


 


“Purchase
Agreement” shall mean the Purchase Agreement, dated as of April 30, 2003,
among the Purchasers, the Guarantor and the Company relating to the Securities.


 


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


 


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


 


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the Company or pursuant to the Indenture; (iv) such Security is
eligible to be sold pursuant to paragraph (k) of Rule 144; or (v)
such Security shall cease to be outstanding.


 


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


 


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


 


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


 


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


 


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


 


“Securities”
shall mean the 15% Senior Secured Discount Notes due 2008 of the Company to be
issued and sold to the Purchasers pursuant to the Purchase Agreement, and
securities issued in exchange therefor or in lieu thereof pursuant to the Indenture
(other than Exchange Securities).  Each
Security is entitled to the benefit of the guarantee provided for in the
Indenture (the “Guarantee”) and, unless the context otherwise requires,
any reference herein to a “Security,” an “Exchange Security” or a “Registrable
Security” shall include a reference to the related Guarantee.


 


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


 


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


 


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


 


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


 


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


 


2.                                       Registration
Under the Securities Act.


 


(a)                                  Except
as set forth in Section 2(b) below, the Company agrees to use its reasonable
best efforts to file under the Securities Act, no later than 390 days after the
Closing Date, a registration statement relating to an offer to exchange (such
registration statement, the “Exchange Registration Statement” and such
offer, the “Exchange Offer”) any and all of the Registrable Securities
for a like aggregate principal amount of debt securities issued by the Company
and guaranteed by the Guarantor, which debt securities and guarantee are
substantially identical to the Securities and the related Guarantee,
respectively (and are entitled to the benefits of a trust indenture which is
substantially identical to the applicable Indenture or is such Indenture and
which has been qualified under the Trust Indenture Act), except that they have
been registered pursuant to an effective registration statement under the
Securities Act and do not contain provisions for registration rights or the
Liquidated Damages (as defined herein) contemplated in Section 2(c) below (such
new debt securities hereinafter called “Exchange Securities”).  The Company agrees to use its reasonable
best efforts to cause the Exchange Registration Statement to become effective
under the Securities Act as soon as practicable, but no later than 450 days
following the Closing Date.  The
Exchange Offer will be registered under the Securities Act on the appropriate
form and will comply with all applicable tender offer rules and regulations
under the Exchange Act.  The Company
further agrees to use its reasonable best efforts to commence and complete the
Exchange Offer promptly, but no later than 45 days after such registration
statement has become effective, hold the Exchange Offer open for not less than
20 business days and  exchange Exchange Securities for all Registrable
Securities that have been properly tendered and not withdrawn on or prior to
the expiration of the Exchange Offer. 
The Exchange Offer will be deemed to have been “completed” only if the
debt securities  and related guarantee received by holders other than Restricted
Holders in the Exchange Offer for Registrable Securities are, upon receipt,
transferable by each such holder without restriction under the Securities Act
and without material restrictions under the blue sky or securities laws of a substantial
majority of the States of the United States of America, it being understood
that broker-dealers receiving Exchange Notes will be subject to certain
prospectus delivery requirements with respect to resale of the


 


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Exchange Notes.  The Exchange Offer shall be deemed to have
been completed upon the earlier to occur of (i) the Company having exchanged
the Exchange Securities for all outstanding Registrable Securities pursuant to
the Exchange Offer and (ii) the Company having exchanged, pursuant to the
Exchange Offer, Exchange Securities for all Registrable Securities that have
been properly tendered and not withdrawn before the expiration of the Exchange
Offer, which shall be on a date that is not less than 20 business days following
the commencement of the Exchange Offer. 
The Company shall be entitled to close the Exchange Offer 30 days after
the commencement thereof provided that the Company has accepted all Registrable
Securities theretofore tendered in accordance with the terms of the Exchange
Offer.  The Company agrees (x) to
include in the Exchange Registration Statement a prospectus for use in any
resales by any holder of Exchange Securities that is a broker-dealer and (y) to
keep such Exchange Registration Statement effective for a period (the “Resale
Period”) beginning when Exchange Securities are first issued in the Exchange
Offer and ending upon the earlier of the expiration of the 120th day after the
Exchange Offer has been completed or such time as such broker-dealers no longer
own any Registrable Securities.  With
respect to such Exchange Registration Statement, such holders shall have the benefit
of the rights of indemnification and contribution set forth in Sections 6(a),
(c), (d) and (e) hereof.


 


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


 


(b)                                 If
(i) the exchange offer is not permitted by applicable law or policy of the
Commission, (ii) any holder of Registrable Securities notifies us prior to the
20th business day following the consummation of the Exchange Offer that (a) it
is prohibited by law or policy of the Commission from participating in the
Exchange Offer, or (b) it may not resell the Exchange Securities acquired by it
in the Exchange Offer to the public without delivering a prospectus, and the
prospectus contained in the Exchange Registration Statement is not


 


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appropriate or available for
such resales by it, or (iii) any holder of Registrable Securities notifies us
that it is a broker-dealer and holds Registrable Securities acquired directly
from us or any of our affiliates, the Company shall, but no later than the
later of 390 days after the Closing Date or 30 days after the time such
obligation to file arises, file a “shelf” registration statement providing for
the registration of, and the sale on a continuous or delayed basis by the
holders of, all of the Registrable Securities, pursuant to Rule 415 or any
similar rule that may be adopted by the Commission (such filing, the “Shelf
Registration” and such registration statement, the “Shelf Registration
Statement”).  The Company agrees to
use its reasonable best efforts (x) to cause the Shelf Registration Statement
to become or be declared effective no later than 60 days after the obligation
to file a Shelf Registration Statement arises and to keep such Shelf
Registration Statement continuously effective for a period ending on the earlier
of the second anniversary of the Effective Time or such time as there are no
longer any Registrable Securities outstanding, provided, however,
that (I) no holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement or to use the prospectus
forming a part thereof for resales of Registrable Securities unless such holder
is an Electing Holder and (II) the Company shall be permitted to take any
action that would suspend the effectiveness of a Shelf Registration Statement
or result in holders covered by a Shelf Registration Statement not being able
to offer and sell such Securities if (i) such action is required by law or
(ii) such action is taken by the Company in good faith and for valid
business reasons involving a material undisclosed event, and (y) after the
Effective Time of the Shelf Registration Statement, within 30 days following
the request of any holder of Registrable Securities that is not then an
Electing Holder, to take any action reasonably necessary to enable such holder
to use the prospectus forming a part thereof for resales of Registrable
Securities, including, without limitation, any action necessary to identify
such holder as a selling securityholder in the Shelf Registration Statement, provided,
however, that nothing in this clause (y) shall relieve any such
holder of the obligation to return a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(d)(iii) hereof.  The Company further agrees to supplement or
make amendments to the Shelf Registration Statement, as and when required by
the rules, regulations or instructions applicable to the registration form used
by the Company for such Shelf Registration Statement or by the Securities Act
or rules and regulations thereunder for shelf registration, and the Company
agrees to furnish to each Electing Holder copies of any such supplement or
amendment prior to its being used or promptly following its filing with the
Commission.


 


(c)                                  In
the event that (i) the Company has not filed the Exchange Registration
Statement or Shelf Registration Statement on or before the date on which such
registration statement is required to be filed pursuant to Section 2(a) or
2(b), respectively, or (ii) such Exchange Registration Statement or Shelf
Registration Statement has not become effective or been declared effective by
the Commission on or before the date on which such registration


 


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statement is required to become
or be declared effective pursuant to Section 2(a) or 2(b), respectively, or
(iii) the Exchange Offer has not been completed within 45 days after the
initial effective date of the Exchange Registration Statement relating to the
Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any
Exchange Registration Statement or Shelf Registration Statement required by
Section 2(a) or 2(b) hereof is filed and declared effective but shall
thereafter (and before the second anniversary of the initial sale) either be
withdrawn by the Company or shall become subject to an effective stop order
issued pursuant to Section 8(d) of the Securities Act suspending the
effectiveness of such registration statement (except as specifically permitted
herein) without being succeeded immediately by an additional registration
statement filed and declared effective (each such event referred to in clauses
(i) through (iv), a “Registration Default”, then, liquidated damages (“Liquidated
Damages”) shall accrete by increasing the Applicable Rate for the period
from and including the date on which any such Registration Default occurs,
until, but excluding, the earlier of (1) the date on which such Registration
Default has been cured or (2) the date on which all the Registrable Securities
and Exchange Securities otherwise become freely transferable by holders other
than our affiliates without further registration under the Securities Act, at a
per annum rate of 0.25% on the Accreted Value of the Securities for the first
90 day period following the occurrence of such Registration Default, which rate
shall further increase by an additional 0.25% on the Accreted Value of the
Securities during each subsequent 90 day period, up to a maximum of 1.0%;
provided, however, that Liquidated Damages shall not accrete if the failure of
the Company to comply with its obligations hereunder is a result of the failure
of any of the holders, underwriters, Purchasers or placement or sales agents to
fulfill their respective obligations hereunder.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)                                                             use
its reasonable best efforts to prepare and file with the Commission, as soon as
practicable but no later than 390 days after the Closing Date, an Exchange
Registration Statement on any form which may be utilized by the Company and
which shall permit the Exchange Offer and resales of Exchange Securities by
broker-dealers during the Resale Period to be effected as contemplated by
Section 2(a), and use its best reasonable efforts to cause such Exchange
Registration Statement to become effective as soon as practicable thereafter,
but no later than 450 days following the Closing Date;


 


(ii)                                                          after
the Effective Time of the Exchange Registration Statement, except as permitted
hereunder, as soon as practicable prepare and file with the Commission such
amendments and supplements to such Exchange Registration Statement and the
prospectus included therein as may be necessary to effect and maintain the
effectiveness of such Exchange Registration Statement for the periods and
purposes contemplated in Section 2(a) hereof and as may be required by the
applicable rules and regulations of the Commission and the instructions applicable
to the form of such Exchange Registration Statement, and promptly provide each
broker-dealer holding Exchange


 


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Securities
with such number of copies of the prospectus included therein (as then amended
or supplemented), in conformity in all material respects with the requirements
of the Securities Act and the Trust Indenture Act and the rules and regulations
of the Commission thereunder, as such broker-dealer may reasonably request
prior to the expiration of the Resale Period, for use in connection with
resales of Exchange Securities;


 


(iii)                                                       after
the Effective Time of the Exchange Registration Statement and during the Resale
Period promptly notify each broker-dealer that has requested copies of the
prospectus included in such registration statement, and confirm such advice in
writing, (A) with respect to such Exchange Registration Statement or any
post-effective amendment, when the same has become effective, (B) of the
issuance by the Commission of any stop order suspending the effectiveness of
such Exchange Registration Statement or the initiation or threatening of any proceedings
for that purpose, (C) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Exchange Securities for
sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose, or (D) at any time during the Resale Period when a prospectus is
required to be delivered under the Securities Act, that such Exchange
Registration Statement, prospectus, prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder or contains an untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing, which such notice, in the case of
clauses (B), (C) and (D) shall required any broker-dealer to suspend the
use of such prospectus until further notice;


 


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


 


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required to
amend or supplement such prospectus if (i) not permitted by law or
(ii) the Company in good faith and for valid business reasons and such misstatement
or omission involves a material undisclosed event;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


12

















 


Holders copies of any such supplement or amendment simultaneously with
or prior to its being used or filed with the Commission;


 


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


 


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


 


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


 


13

















 


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


 


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


 


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


 


(x)                                                           if
reasonably requested by any managing underwriter or underwriters, any placement
or sales agent or any Electing Holder, promptly incorporate in a prospectus
supplement or post-effective amendment such information as is required by the
applicable rules and regulations of the Commission and as such managing underwriter
or underwriters, such agent or such Electing


 


14

















 


Holder specifies should be included therein relating to the terms of
the sale of such Registrable Securities, including information with respect to
the principal amount of Registrable Securities being sold by such Electing
Holder or agent or to any underwriters, the name and description of such
Electing Holder, agent or underwriter, the offering price of such Registrable
Securities and any discount, commission or other compensation payable in
respect thereof, the purchase price being paid therefor by such underwriters
and with respect to any other terms of the offering of the Registrable
Securities to be sold by such Electing Holder or agent or to such underwriters;
and make all required filings of such prospectus supplement or post-effective
amendment promptly after notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment;


 


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


 


(xii)                                                     use
reasonable best efforts to (A) register or qualify the Registrable Securities
to be included in such Shelf Registration Statement under such securities laws
or blue sky laws of such jurisdictions as any Electing Holder and each
placement or sales agent, if any, therefor and underwriter, if


 


15

















 


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


 


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


 


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


 


16

















 


(xv)                                                    whether
or not an agreement of the type referred to in Section 3(d)(xvi) hereof is
entered into and whether or not any portion of the offering contemplated by the
Shelf Registration is an underwritten offering or is made through a placement
or sales agent or any other entity, (A) make such representations and
warranties to the Electing Holders and the placement or sales agent, if any,
therefor and the underwriters, if any, thereof in form, substance and scope as
are customarily made in connection with an offering of debt securities pursuant
to any appropriate agreement or to a registration statement filed on the form
applicable to the Shelf Registration; (B) obtain an opinion of counsel to the
Company in customary form and covering such matters, of the type customarily
covered by such an opinion, as the managing underwriters, if any, or as any
Electing Holders of at least 20% in aggregate principal amount of the
Registrable Securities at the time outstanding may reasonably request, addressed
to such Electing Holder or Electing Holders and the placement or sales agent,
if any, therefor and the underwriters, if any, thereof and dated the effective
date of such Shelf Registration Statement (or if such Shelf Registration
Statement contemplates an underwritten offering of a part or all of the Registrable
Securities, dated the date of the closing under the underwriting agreement
relating thereto) (it being agreed that the matters to be covered by such
opinion shall include the due incorporation and good standing of the Company
and the Guarantor; the qualification of the Company and the Guarantor to
transact business as foreign corporations; the due authorization, execution and
delivery of the relevant agreement, if any, of the type referred to in Section
3(d)(xvi) hereof; the due authorization, execution, authentication and
issuance, and the validity and enforceability, of the Securities; the absence
of governmental approvals required to be obtained in connection with the Shelf
Registration, the offering and sale of the Registrable Securities, this Exchange
and Registration Rights Agreement or any agreement of the type referred to in
Section 3(d)(xvi) hereof, except such approvals as may have been obtained or
may be required under state securities or blue sky laws; the material
compliance as to form of such Shelf Registration Statement and any documents
incorporated by reference therein and of the Indenture with the requirements of
the Securities Act and the Trust Indenture Act and the rules and regulations of
the Commission thereunder, respectively; and, if addressed to any underwriters,
as of the date of the opinion and of the Shelf Registration Statement or most
recent post-effective amendment thereto, as the case may be, the absence from
such Shelf Registration Statement and the prospectus included therein, as then
amended or supplemented, and from the documents incorporated by reference
therein (in each case other than the financial statements and other financial
or accounting information contained therein) of


 


17

















 


an untrue statement of a material fact or the omission to state therein
a material fact necessary to make the statements therein not misleading (in the
case of such documents, in the light of the circumstances existing at the time
that such documents were filed with the Commission under the Exchange Act));
(C) obtain a “cold comfort” letter or letters from the independent certified
public accountants of the Company addressed to the selling Electing Holders,
the placement or sales agent, if any, therefor or the underwriters, if any,
thereof, dated (i) the effective date of such Shelf Registration Statement and
(ii) the effective date of any prospectus supplement to the prospectus included
in such Shelf Registration Statement or post-effective amendment to such Shelf
Registration Statement which includes unaudited or audited financial statements
as of a date or for a period subsequent to that of the latest such statements
included in such prospectus (and, if such Shelf Registration Statement contemplates
an underwritten offering pursuant to any prospectus supplement to the
prospectus included in such Shelf Registration Statement or post-effective
amendment to such Shelf Registration Statement which includes unaudited or
audited financial statements as of a date or for a period subsequent to that of
the latest such statements included in such prospectus, dated the date of the
closing under the underwriting agreement relating thereto), such letter or
letters to be in customary form and covering such matters of the type
customarily covered by letters of such type; and (D) deliver such documents and
certificates, including officers’ certificates, as may be reasonably requested
by any Electing Holders of at least 20% in aggregate principal amount of the
Registrable Securities at the time outstanding or the placement or sales agent,
if any, therefor and the managing underwriters, if any, thereof to evidence the
accuracy of the representations and warranties made pursuant to clause (A)
above or those contained in Section 5(a) hereof and the compliance with or
satisfaction of any agreements or conditions contained in the underwriting
agreement or other agreement entered into by the Company or the Guarantor;


 


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


 


(xvii)                                              in
the event that any broker-dealer registered under the Exchange Act shall
underwrite any Registrable Securities or participate as a


 


18

















 


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


 


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


 


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


 


19

















 


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


 


(g)                                 Until
the expiration of two years after the Closing Date, the Company will not, and
will not permit any of its “affiliates” (as defined in Rule144) to, resell any
of the Securities that have been reacquired by any of them except pursuant to
an effective registration statement under the Securities Act.


 


20

















 


4.                                       Registration
Expenses.  The Company agrees
to bear and to pay or cause to be paid promptly all expenses incident to the
Company’s performance of or compliance with this Exchange and Registration
Rights Agreement, including (a) all Commission and any NASD registration,
filing and review fees and expenses, (b) all fees and expenses in connection
with the qualification of the Securities for offering and sale under the State
securities and blue sky laws referred to in Section 3(d)(xii) hereof under the
laws of such jurisdictions as any managing underwriters or the Electing Holders
may designate, including any fees and disbursements of counsel for the Electing
Holders or underwriters in connection with such qualification, (c) all expenses
relating to the preparation, printing, production, distribution and
reproduction of each registration statement required to be filed hereunder,
each prospectus included therein or prepared for distribution pursuant hereto,
each amendment or supplement to the foregoing, and the expenses of preparing
the Securities for delivery, (d) messenger, telephone and delivery expenses
relating to the preparation of documents referred in clause (c) above, (e) fees
and expenses of the Trustee under the Indenture, (f) internal expenses
(including all salaries and expenses of the Company’s officers and employees
performing legal or accounting duties), (g) fees, disbursements and expenses of
counsel and independent certified public accountants of the Company (including
the expenses of any opinions or “cold comfort” letters required by or incident
to such performance and compliance), (h) reasonable fees, disbursements and
expenses of one counsel for the Electing Holders retained in connection with a
Shelf Registration, as selected by the Electing Holders of at least a majority
in aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Company), (j)
any fees charged by securities rating services for rating the Securities, and
(k) fees, expenses and disbursements of any other persons, including special
experts, retained by the Company in connection with such registration
(collectively, the “Registration Expenses”). 
To the extent that any Registration Expenses are incurred, assumed or
paid by any holder of Registrable Securities or any placement or sales agent
therefor or underwriter thereof, the Company shall reimburse such person for
the full amount of the reasonable Registration Expenses so incurred, assumed or
paid promptly after receipt of a request therefor.  Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.


 


5.                                       Representations
and Warranties.  The Company
and the Guarantor  represent and warrant
to, and agree with, each Purchaser and each of the holders from time to time of
Registrable Securities that:


 


(a)                                  Each
registration statement covering Registrable Securities and each prospectus
(including any preliminary or summary prospectus) contained therein or


 


21

















 


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


 


(b)                                 Any
documents incorporated by reference in any prospectus referred to in Section
5(a) hereof, when they become or became effective or are or were filed with the
Commission, as the case may be, will conform or conformed in all material respects
to the requirements of the Securities Act or the Exchange Act, as applicable,
and, as of such effective or filing date, none of such documents will contain
or contained an untrue statement of a material fact or will omit or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by a holder of Registrable Securities, a placement or sales agent or an
underwriter expressly for use therein.


 


(c)                                  The
compliance by the Company with all of the provisions of this Exchange and
Registration Rights Agreement and the consummation of the transactions herein
contemplated will not conflict with or result in a breach of any of the terms
or provisions of, or constitute a default under, any indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which the Company
or any subsidiary of the


 


22

















 


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


 


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


 


6.                                       Indemnification.


 


(a)                                  Indemnification
by the Company and the Guarantor.  The
Company and the Guarantor, jointly and severally, will indemnify and hold
harmless each broker dealer selling Exchange Securities during the Resale
Period, and each of the Electing Holders of Registrable Securities included in a
Shelf Registration Statement against any losses, claims, damages or
liabilities, joint or several, to which such holder may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
any Exchange Registration Statement or Shelf Registration Statement, as the
case may be, under which such Registrable Securities were registered under the
Securities Act, or any preliminary, final or summary prospectus contained
therein or furnished by the Company to any such holder, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse
such holder for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that (i) neither
the Company nor the Guarantor shall be liable to


 


23

















 


any such person in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, or preliminary, final or
summary prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by any holder,
placement or sales agent or underwriter expressly for use therein and (ii) such
indemnity with respect to any preliminary prospectus shall not inure to the
benefit of any holder, placement agent or underwriter (or any person
controlling such person) to the extent that any loss, claim, damage or
liability of such person results from the fact that such person sold Securities
to a person as to whom it shall be established that there was not sent or
given, a copy of the final prospectus (or the final prospectus as amended or
supplemented) at or prior to the confirmation of the sale of such Securities to
such person if (x) the Company has previously furnished copies thereof in
sufficient quantity to such indemnified person and the loss, claim, damage or
liability of such indemnified person results from an untrue statement or
omission of a material fact contained in such preliminary prospectus which was
identified at such time to such indemnified person and corrected in the final
prospectus (or the final prospectus as amended or supplemented) and
(y) such loss, liability, claim, damage or expense would have been
eliminated by the delivery of such corrected final prospectus or the final
prospectus as then amended or supplemented.


 


(b)                                 Indemnification
by the Holders and Any Agents and Underwriters.  The Company may require, as a condition to including
any Registrable Securities in any registration statement filed pursuant to
Section 2(b) hereof or to entering into any underwriting agreement with respect
thereto, that the Company shall have received an undertaking reasonably
satisfactory to it from the Electing Holder of such Registrable Securities and
from each underwriter named in any such underwriting agreement, severally and
not jointly, to (i) indemnify and hold harmless the Company, the Guarantor and
all other holders of Registrable Securities, against any losses, claims,
damages or liabilities to which the Company, the Guarantor or such other
holders of Registrable Securities may become subject, under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in such registration
statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such Electing Holder, agent or underwriter, or
any amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by
such Electing Holder or underwriter expressly for use therein, and (ii) reimburse
the Company and the Guarantor for any legal or other expenses reasonably
incurred by


 


24

















 


the Company and the Guarantor
in connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that no such Electing
Holder shall be required to undertake liability to any person under this
Section 6(b) for any amounts in excess of the amount of the proceeds to be
received by such Electing Holder from the sale of such Electing Holder’s
Registrable Securities pursuant to such registration.


 


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


 


(d)                                 Contribution.  If for any reason the
indemnification provisions contemplated by Section 6(a) or Section 6(b) are
unavailable to or insufficient to hold harmless an


 


25

















 


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


 


(e)                                  The
obligations of the Company and the Guarantor under this Section 6 shall be in
addition to any liability which the Company or the Guarantor may otherwise have
and shall extend, upon the same terms and conditions, to each officer, director
and partner of


 


26

















 


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


 


7.                                       Underwritten
Offerings.


 


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


 


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


 


27

















 


8.                                       Rule 144.  The Company covenants to the holders of
Registrable Securities that to the extent it shall be required to do so under
the Exchange Act, the Company shall timely file the reports required to be
filed by it under the Exchange Act or the Securities Act (including the reports
under Section 13 and 15(d) of the Exchange Act referred to in subparagraph
(c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the
rules and regulations adopted by the Commission thereunder, and shall take such
further action as any holder of Registrable Securities may reasonably request,
all to the extent required from time to time to enable such holder to sell
Registrable Securities without registration under the Securities Act within the
limitations of the exemption provided by Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the Commission.  Upon the request of any holder of Registrable Securities in
connection with that holder’s sale pursuant to Rule144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.


 


9.                                       Miscellaneous.


 


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


 


(b)                                 Sole Remedy.  Liquidated Damages is the sole remedy
available to holders of the Registrable Securities in the event the Company
does not comply with the deadlines set forth herein with respect to the conduct
of the Exchange Offer Shelf Registration Statement.


 


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


 


(d)                                 Parties in
Interest.  All the terms and
provisions of this Exchange and Registration Rights Agreement shall be binding
upon, shall inure to the benefit of and shall be enforceable by the parties
hereto and the holders from time to time of the Registrable Securities


 


28

















 


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


 


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


 


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


 


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


 


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


 


29

















 


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


 


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


 


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


 


30

















 


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


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  HMP Equity Holdings
  Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Kimo Esplin

  	
   

  
	
   

  	
   

  	
  Name: J. Kimo Esplin

  
	
   

  	
   

  	
  Title:  Executive Vice
  President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ICI Alta Inc. (to
  be renamed Alta One Inc.)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sean Douglas

  	
   

  
	
   

  	
   

  	
  Name: Sean Douglas

  
	
   

  	
   

  	
  Title: 
  Vice President and Treasurer

  



 


31

















 


	
  Accepted as
  of the date hereof:

  
	
   

  	
   

  
	
  Credit
  Suisse First Boston LLC

  CIBC World Markets Corp.

  
	
   

  	
   

  
	
  By Credit
  Suisse First Boston LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Richard H. Whitney

  	
   

  
	
   

  	
  Name:  Richard H. Whitney

  
	
   

  	
  Title:  MP

  



 


32

















 


HMP Equity Holdings Corporation


 


Notice of Registration Statement

and

Selling Securityholder Questionnaire


 


(Date)


 


Reference is
hereby made to the Exchange and Registration Rights Agreement (the “Exchange
and Registration Rights Agreement”) among HMP Equity Holdings Corporation
(the “Company”), the Guarantor named therein and the Purchasers named
therein.  Pursuant to the Exchange and
Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the “Commission”) a registration
statement on Form[    ] (the “Shelf Registration
Statement”) for the registration and resale under Rule 415 of the Securities
Act of 1933, as amended (the “Securities Act”), of the Company’s 15%
Senior Secured Discount Notes due 2008 (the “Securities”).  A copy of the Exchange and Registration
Rights Agreement has been filed as an exhibit to the Shelf Registration
Statement.  All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Exchange and Registration Rights Agreement.


 


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


 


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


 


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


 


33

















 


ELECTION


 


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


 


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


 


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


 


34

















 


QUESTIONNAIRE


 


	
  (1)

  	
  (a)

  	
  Full Legal
  Name of Selling Securityholder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  Address for
  Notices to Selling Securityholder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
   

  	
   

  
	
   

  	
  Fax:

  	
   

  	
   

  
	
   

  	
  Contact Person:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (3)

  	
  Beneficial
  Ownership of Securities:

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  Principal
  amount of Registrable Securities beneficially owned:

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Principal
  amount of Securities other than Registrable Securities beneficially owned:

  
	
   

  	
   

  	
   

  
	
   

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

  
					



 


35

















 


	
   

  	
  (c)

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  (4)

  	
  Beneficial
  Ownership of Other Securities of the Company:

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  State any
  exceptions here:

  
	
   

  	
   

  
	
  (5)

  	
  Relationships
  with the Company:

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  State any
  exceptions here:

  
	
   

  	
   

  
	
  (6)

  	
  Plan of
  Distribution:

  



 


36

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
  State any
  exceptions here:

  



 


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


 


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


 


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


 


In accordance
with the Selling Securityholder’s obligation under Section 3(d) of the Exchange
and Registration Rights Agreement to provide such information as may be
required by law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly


 


37

















 


notify the Company of any
inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect.  All
notices hereunder and pursuant to the Exchange and Registration Rights
Agreement shall be provided to the Company in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery at:  500 Huntsman Way, Salt Lake City, Utah
84108.


 


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


 


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


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Selling
  Securityholder

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 


 


PLEASE RETURN
THE COMPLETED AND EXECUTED NOTICE AND

QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE]  

TO THE COMPANY’S GENERAL COUNSEL AT:


 


HMP Equity Holdings Corporation

500 Huntsman Way


Salt Lake City, Utah 84108


 


38

















 


Exhibit B


 


NOTICE OF TRANSFER PURSUANT TO REGISTRATION
STATEMENT


 


Wells Fargo Bank Minnesota,
National Association


HMP Equity Holdings Corporation


c/o Wells Fargo Bank Minnesota,
National Association


Corporate Trust


Sixth Street and Marquette
Avenue


MAC N9303-120


Minneapolis, MN  55479


 


Attention:  Trust Officer


 


Re:             HMP
Equity Holdings Corporation (the “Company”)

15% Senior Secured Discount Notes due 2008


 


Dear Sirs:


 


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


 


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


 


	
  Dated:

  
	
   

  
	
   

  	
  Very truly yours,

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
  (Name)

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  (Authorized Signature)