Exhibit 4.46


 


EXECUTION COPY


 




 





INDENTURE


 


Dated as of May 9, 2003


 


Among


 


HMP EQUITY HOLDINGS CORPORATION, as Issuer,


 


ICI ALTA INC. (to be renamed ALTA ONE INC.), 

as Guarantor,


 


and


 


WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION,

as Trustee


 


15% Senior Secured Discount Notes due 2008


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE ONE

  
	
   

  
	
  DEFINITIONS AND INCORPORATION BY REFERENCE

  
	
   

  
	
  SECTION
  1.01.

  	
  Definitions.

  	
   

  
	
  SECTION
  1.02.

  	
  Incorporation
  by Reference of TIA.

  	
   

  
	
  SECTION
  1.03.

  	
  Rules
  of Construction.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  
	
   

  
	
  THE NOTES

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.01.

  	
  Form
  and Dating.

  	
   

  
	
  SECTION
  2.02.

  	
  Execution
  and Authentication; Aggregate Principal Amount.

  	
   

  
	
  SECTION
  2.03.

  	
  Registrar
  and Paying Agent.

  	
   

  
	
  SECTION
  2.04.

  	
  Paying
  Agent To Hold Assets in Trust.

  	
   

  
	
  SECTION
  2.05.

  	
  Holder
  Lists.

  	
   

  
	
  SECTION
  2.06.

  	
  Transfer
  and Exchange.

  	
   

  
	
  SECTION
  2.07.

  	
  Replacement
  Notes.

  	
   

  
	
  SECTION
  2.08.

  	
  Outstanding
  Notes.

  	
   

  
	
  SECTION
  2.09.

  	
  Treasury
  Notes.

  	
   

  
	
  SECTION
  2.10.

  	
  [intentionally
  omitted]

  	
   

  
	
  SECTION
  2.11.

  	
  Cancellation.

  	
   

  
	
  SECTION
  2.12.

  	
  Defaulted
  Interest; Increase of Applicable Rate.

  	
   

  
	
  SECTION
  2.13.

  	
  CUSIP
  Numbers.

  	
   

  
	
  SECTION
  2.14.

  	
  Deposit
  of Moneys.

  	
   

  
	
  SECTION
  2.15.

  	
  Book-Entry
  Provisions for Global Securities.

  	
   

  
	
  SECTION
  2.16.

  	
  Transfer
  and Exchange of Securities.

  	
   

  
	
  SECTION
  2.17.

  	
  Special
  Transfer Provisions.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  
	
   

  
	
  REDEMPTION

  
	
   

  	
   

  	
   

  
	
  SECTION
  3.01.

  	
  Notices
  to Trustee.

  	
   

  
	
  SECTION
  3.02.

  	
  Selection
  and Notice.

  	
   

  
	
  SECTION
  3.03.

  	
  Notice
  of Redemption.

  	
   

  
	
  SECTION
  3.04.

  	
  Effect
  of Notice of Redemption.

  	
   

  
	
  SECTION
  3.05.

  	
  Deposit
  of Redemption Price.

  	
   

  



 


i

















 


	
  SECTION
  3.06.

  	
  Notes
  Redeemed in Part.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  
	
   

  	
   

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  SECTION
  4.01.

  	
  Payment
  of the Notes.

  	
   

  
	
  SECTION
  4.02.

  	
  Maintenance
  of Office or Agency.

  	
   

  
	
  SECTION
  4.03.

  	
  Limitation
  on Restricted Payments.

  	
   

  
	
  SECTION
  4.04.

  	
  Corporate
  Existence.

  	
   

  
	
  SECTION
  4.05.

  	
  Payment
  of Taxes and Other Claims.

  	
   

  
	
  SECTION
  4.06.

  	
  Maintenance
  of Properties and Insurance.

  	
   

  
	
  SECTION
  4.07.

  	
  Compliance
  Certificate; Notice of Default.

  	
   

  
	
  SECTION
  4.08.

  	
  Compliance
  with Laws.

  	
   

  
	
  SECTION
  4.09.

  	
  Reports
  to Holders.

  	
   

  
	
  SECTION
  4.10.

  	
  Waiver
  of Stay, Extension or Usury Laws.

  	
   

  
	
  SECTION
  4.11.

  	
  Limitation
  on Incurrence of Additional Indebtedness.

  	
   

  
	
  SECTION
  4.12.

  	
  Limitation
  on Asset Sales.

  	
   

  
	
  SECTION
  4.13.

  	
  Limitation
  on Dividend and Other Payment Restrictions Affecting Subsidiaries.

  	
   

  
	
  SECTION
  4.14.

  	
  Limitation
  on Preferred Stock of Restricted Subsidiaries.

  	
   

  
	
  SECTION
  4.15.

  	
  Limitation
  on Liens.

  	
   

  
	
  SECTION
  4.16.

  	
  Limitations
  on Transactions with Affiliates.

  	
   

  
	
  SECTION
  4.17.

  	
  Limitation
  of Guarantees by Restricted Subsidiaries.

  	
   

  
	
  SECTION
  4.18.

  	
  Capital
  Stock of Certain Subsidiaries.

  	
   

  
	
  SECTION
  4.19.

  	
  Excess
  Cash Flow.

  	
   

  
	
  SECTION
  4.20.

  	
  Conduct
  of Business.

  	
   

  
	
  SECTION
  4.21.

  	
  Change
  of Control.

  	
   

  
	
  SECTION
  4.22.

  	
  B
  Notes.

  	
   

  
	
  SECTION
  4.23.

  	
  Calculation
  of Original Issue Discount.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  
	
   

  
	
  SUCCESSOR CORPORATION

  
	
   

  	
   

  	
   

  
	
  SECTION
  5.01.

  	
  Merger,
  Consolidation and Sale of Assets.

  	
   

  
	
  SECTION
  5.02.

  	
  Successor
  Corporation Substituted.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  
	
   

  
	
  DEFAULT AND REMEDIES

  
	
   

  	
   

  	
   

  
	
  SECTION
  6.01.

  	
  Events
  of Default.

  	
   

  



 


ii

















 


	
  SECTION
  6.02.

  	
  Acceleration.

  	
   

  
	
  SECTION
  6.03.

  	
  Other
  Remedies.

  	
   

  
	
  SECTION
  6.04.

  	
  Waiver
  of Past Defaults.

  	
   

  
	
  SECTION
  6.05.

  	
  Control
  by Majority.

  	
   

  
	
  SECTION
  6.06.

  	
  Limitation
  on Suits.

  	
   

  
	
  SECTION
  6.07.

  	
  Rights
  of Holders To Receive Payment.

  	
   

  
	
  SECTION
  6.08.

  	
  Collection
  Suit by Trustee.

  	
   

  
	
  SECTION
  6.09.

  	
  Trustee
  May File Proofs of Claim.

  	
   

  
	
  SECTION
  6.10.

  	
  Priorities.

  	
   

  
	
  SECTION
  6.11.

  	
  Undertaking
  for Costs.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  
	
   

  	
   

  	
   

  
	
  TRUSTEE

  
	
   

  	
   

  	
   

  
	
  SECTION
  7.01.

  	
  Duties
  of Trustee.

  	
   

  
	
  SECTION
  7.02.

  	
  Rights
  of Trustee.

  	
   

  
	
  SECTION
  7.03.

  	
  Individual
  Rights of Trustee.

  	
   

  
	
  SECTION
  7.04.

  	
  Trustee’s
  Disclaimer.

  	
   

  
	
  SECTION
  7.05.

  	
  Notice
  of Default.

  	
   

  
	
  SECTION
  7.06.

  	
  Reports
  by Trustee to Holders.

  	
   

  
	
  SECTION
  7.07.

  	
  Compensation
  and Indemnity.

  	
   

  
	
  SECTION
  7.08.

  	
  Replacement
  of Trustee.

  	
   

  
	
  SECTION
  7.09.

  	
  Successor
  Trustee by Merger, Etc.

  	
   

  
	
  SECTION
  7.10.

  	
  Eligibility;
  Disqualification.

  	
   

  
	
  SECTION
  7.11.

  	
  Preferential
  Collection of Claims Against the Company.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  
	
   

  
	
  DISCHARGE OF INDENTURE; DEFEASANCE

  
	
   

  	
   

  	
   

  
	
  SECTION
  8.01.

  	
  Termination
  of the Company’s Obligations.

  	
   

  
	
  SECTION
  8.02.

  	
  Acknowledgment
  of Discharge by Trustee.

  	
   

  
	
  SECTION
  8.03.

  	
  Application
  of Trust Money.

  	
   

  
	
  SECTION
  8.04.

  	
  Repayment
  to the Company.

  	
   

  
	
  SECTION
  8.05.

  	
  Reinstatement.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  
	
   

  	
   

  	
   

  
	
  AMENDMENTS, SUPPLEMENTS AND WAIVERS

  
	
   

  	
   

  	
   

  
	
  SECTION
  9.01.

  	
  Without
  Consent of Holders.

  	
   

  
	
  SECTION
  9.02.

  	
  With
  Consent of Holders.

  	
   

  



 


iii

















 


	
  SECTION
  9.03.

  	
  Compliance
  with TIA.

  	
   

  
	
  SECTION
  9.04.

  	
  Revocation
  and Effect of Consents.

  	
   

  
	
  SECTION
  9.05.

  	
  Notation
  on or Exchange of Notes.

  	
   

  
	
  SECTION
  9.06.

  	
  Trustee
  To Sign Amendments, Etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  
	
   

  
	
  GUARANTEE OF NOTES

  
	
   

  	
   

  	
   

  
	
  SECTION
  10.01.

  	
  Unconditional
  Guarantee.

  	
   

  
	
  SECTION
  10.02.

  	
  Limitations
  on Guarantees.

  	
   

  
	
  SECTION
  10.03.

  	
  Execution
  and Delivery of Guarantee.

  	
   

  
	
  SECTION
  10.04.

  	
  Waiver
  of Subrogation.

  	
   

  
	
  SECTION
  10.05.

  	
  Immediate
  Payment.

  	
   

  
	
  SECTION
  10.06.

  	
  No
  Set-Off.

  	
   

  
	
  SECTION
  10.07.

  	
  Obligations
  Absolute.

  	
   

  
	
  SECTION
  10.08.

  	
  Obligations
  Continuing.

  	
   

  
	
  SECTION
  10.09.

  	
  Obligations
  Not Reduced.

  	
   

  
	
  SECTION
  10.10.

  	
  Obligations
  Reinstated.

  	
   

  
	
  SECTION
  10.11.

  	
  Obligations
  Not Affected.

  	
   

  
	
  SECTION
  10.12.

  	
  Waiver.

  	
   

  
	
  SECTION
  10.13.

  	
  No
  Obligation To Take Action Against the Company.

  	
   

  
	
  SECTION
  10.14.

  	
  Dealing
  with the Company and Others.

  	
   

  
	
  SECTION
  10.15.

  	
  Default
  and Enforcement.

  	
   

  
	
  SECTION
  10.16.

  	
  Amendment,
  Etc.

  	
   

  
	
  SECTION
  10.17.

  	
  Acknowledgment.

  	
   

  
	
  SECTION
  10.18.

  	
  Costs
  and Expenses.

  	
   

  
	
  SECTION
  10.19.

  	
  No
  Merger or Waiver; Cumulative Remedies.

  	
   

  
	
  SECTION
  10.20.

  	
  Survival
  of Obligations.

  	
   

  
	
  SECTION
  10.21.

  	
  Guarantee
  in Addition to Other Obligations.

  	
   

  
	
  SECTION
  10.22.

  	
  Severability.

  	
   

  
	
  SECTION
  10.23.

  	
  Successors
  and Assigns.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  
	
   

  	
   

  	
   

  
	
  SECURITY DOCUMENTS

  
	
   

  	
   

  	
   

  
	
  SECTION
  11.01.

  	
  Security
  Documents.

  	
   

  
	
  SECTION
  11.02.

  	
  Recording
  and Opinions.

  	
   

  
	
  SECTION
  11.03.

  	
  Release
  of Collateral.

  	
   

  
	
  SECTION
  11.04.

  	
  Certificates
  of the Company.

  	
   

  
	
  SECTION
  11.05.

  	
  Certificates
  of the Trustee.

  	
   

  



 


iv

















 


	
  SECTION
  11.06.

  	
  Authorization
  of Actions To Be Taken by the Trustee Under the Security Documents.

  	
   

  
	
  SECTION
  11.07.

  	
  Authorization
  of Receipt of Funds by the Trustee Under the Security Documents.

  	
   

  
	
  SECTION
  11.08.

  	
  Termination
  of Security Interest.

  	
   

  
	
  SECTION
  11.09.

  	
  Instructions
  to Trustee.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  SECTION
  12.01.

  	
  TIA
  Controls.

  	
   

  
	
  SECTION
  12.02.

  	
  Notices.

  	
   

  
	
  SECTION
  12.03.

  	
  Communications
  by Holders with Other Holders.

  	
   

  
	
  SECTION
  12.04.

  	
  Certificate
  and Opinion as to Conditions Precedent.

  	
   

  
	
  SECTION
  12.05.

  	
  Statements
  Required in Certificate or Opinion.

  	
   

  
	
  SECTION
  12.06.

  	
  Rules
  by Trustee, Paying Agent, Registrar.

  	
   

  
	
  SECTION
  12.07.

  	
  Legal
  Holidays.

  	
   

  
	
  SECTION
  12.08.

  	
  Governing
  Law.

  	
   

  
	
  SECTION
  12.09.

  	
  No
  Adverse Interpretation of Other Agreements.

  	
   

  
	
  SECTION
  12.10.

  	
  No
  Recourse Against Others.

  	
   

  
	
  SECTION
  12.11.

  	
  Successors.

  	
   

  
	
  SECTION
  12.12.

  	
  Duplicate
  Originals.

  	
   

  
	
  SECTION
  12.13.

  	
  Severability.

  	
   

  
	
  SECTION
  12.14.

  	
  Independence
  of Covenants.

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNATURES

  	
   

  	
   

  



 


	
  Exhibit
  A-1

  	
  -

  	
  Form
  of Restricted Note

  
	
  Exhibit
  A-2

  	
  -

  	
  Form
  of Note

  
	
  Exhibit
  B

  	
  -

  	
  Form
  of Legend for Global Notes

  
	
  Exhibit
  C

  	
  -

  	
  Form
  of Transfer Certificates

  
	
  Exhibit
  D

  	
  -

  	
  Form
  of IAI Transfer Certificate

  
	
  Exhibit
  E

  	
  -

  	
  Form
  of Guarantee

  
	
  Exhibit
  F

  	
  -

  	
  Form
  of Incumbency Certificate

  
	
  Exhibit G

  	
  -

  	
  Form of Pledge Agreement

  



 


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


 


v

















 


INDENTURE, dated as of May 9, 2003, among HMP EQUITY HOLDINGS
CORPORATION, a Delaware corporation (the “Company”), ICI ALTA INC. (to
be renamed ALTA ONE INC.), a Delaware corporation (“Guarantor”), and
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking
association, as trustee (the “Trustee”).


 


The Company has duly authorized the creation of an issue of Senior
Secured Discount Notes due 2008 in the form of $875,000,000 aggregate principal
amount at maturity of Initial Notes (as defined below) pursuant to this
Indenture, and, to provide therefor, the Company has duly authorized the
execution and delivery of this Indenture.


 


Each party hereto agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Company’s
Notes:


 


ARTICLE ONE



DEFINITIONS AND INCORPORATION BY REFERENCE


 


SECTION 1.01.                                              Definitions.


 


“A Notes” means the $945,048,000 principal amount at maturity of
13.375% Senior Discount Notes due 2009 of HIH.


 


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


 


“Accreted Value” means, as of any date prior to May 15, 2008, an
amount per $1,000 principal amount at maturity of Notes that is equal to the
sum of (a) the initial accreted value of $484.03 per $1,000 principal amount at
maturity of Notes and (b) the portion of the excess of the principal amount of
Notes over such initial accreted value which shall have been amortized through
such date, such amount to be so amortized on a daily basis and compounded
semiannually on each May 15 and November 15, commencing November 15, 2003, at
the Applicable Rate from the Issue Date of the Notes through the date of
determination computed on the basis of a 360-day year of twelve 30-day months,
and as of any date after May 15, 2008, the principal amount at maturity of the
Notes.


 


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


 

















 


Indebtedness of a Person or any
of its Subsidiaries that is repaid at the time such Person becomes a Restricted
Subsidiary or at the time it merges or consolidates with or into the Company or
any of its Restricted Subsidiaries.


 


“Additional Pledged Shares” shall have the meaning assigned to
such term in the Pledge Agreement.


 


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


 


“Affiliate Transaction” has the meaning provided in
Section 4.16.


 


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


 


“Agent Member” means, with respect to the Depository, any member
of, or participant in, the Depository.


 


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


 


“Applicable Rate” means 15% per annum, subject to increase as
required by Section 2.12 and the Registration Rights Agreement.


 


“Asset Acquisition” means, with respect to any Person:


 


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


 


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


 


“Asset Sale” means any direct or indirect sale, issuance,
conveyance, transfer, lease (other than operating leases entered into in the
ordinary course of business), assignment or other transfer for value by the
Company or any of its Restricted Subsidiaries (including any


 


2

















 


Sale and Leaseback Transaction)
to any Person other than the Company or its Restricted Subsidiaries of (a) any
Capital Stock of any Restricted Subsidiary of the Company that does not
constitute Pledged Collateral (as defined in the Pledge Agreement); or (b) any
other property or assets of the Company or any of its Restricted Subsidiaries
that does not constitute Pledged Collateral other than in the ordinary course
of business; provided, however, that Asset Sales shall not
include:


 


(i)                                     a
transaction or series of related transactions for which the Company or its
Restricted Subsidiaries receive aggregate consideration of less than $2.5
million;


 


(ii)                                  sales
of accounts receivable and related assets (including contract rights) of the
type specified in the definition of “Qualified Securitization Transaction” to a
Securitization Entity for the fair market value thereof;


 


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


 


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


 


(a)                                  of
all or substantially all the assets of the Company as permitted by Section
5.01;


 


(b)                                 of
any Capital Stock or other ownership interest in or assets or property of an
Unrestricted Subsidiary or a Person which is not a Subsidiary;


 


(c)                                  involving
only Cash Equivalents, Foreign Cash Equivalents or inventory in the ordinary
course of business or obsolete equipment in the ordinary course of business
consistent with past practices of the Company;


 


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


 


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


 


(v)                                 the
consummation of any transaction in accordance with Section 4.03;


 


3

















 


(vi)                              the
making of Permitted Investments; and


 


(vii)                           any
merger or consolidation consummated in compliance with Section 5.01.


 


“Australian Unrestricted Subsidiaries” means the Unrestricted
Subsidiaries referred to in clause (iii) of the definition of “Unrestricted
Subsidiaries.”


 


“B Notes” means the 8% Senior Subordinated Discount Reset Notes
due 2009 of HIH.


 


“B Notes Indenture” means the Amended and Restated Indenture
dated as of December 20, 2001 between HIH and Wells Fargo Bank Minnesota,
National Association, as successor in interest to Bank One, N.A., as trustee,
as amended.


 


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


 


“BASF Note” means that certain $75 million 7% subordinated note
payable to BASF Capital Corporation by Huntsman Specialty Chemicals
Corporation.


 


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


 


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


 


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


 


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


 


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


 


“Capitalized Lease Obligations” means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease


 


4

















 


obligations under GAAP and, for
purposes of this definition, the amount of such obligations at any date shall
be the capitalized amount of such obligations at such date, determined in
accordance with GAAP.


 


“Cash Equivalents” means:


 


(i)                                     a
marketable obligation, maturing within two years after issuance thereof, issued
or guaranteed by the United States of America or an instrumentality or agency
thereof;


 


(ii)                                  a
certificate of deposit or banker’s acceptance, maturing within one year after
issuance thereof, issued by any lender under the Credit Facilities, or a
national or state bank or trust company or a European, Canadian or Japanese
bank, in each case having capital, surplus and undivided profits of at least
$100,000,000 and whose long-term unsecured debt has a rating of “A” or better
by S&P or A2 or better by Moody’s or the equivalent rating by any other
nationally recognized rating agency (provided that the aggregate face
amount of all Investments in certificates of deposit or bankers’ acceptances
issued by the principal offices or branches of such European or Japanese banks
located outside the United States shall not at any time exceed 33% of all Investments
described in this definition);


 


(iii)                               open
market commercial paper, maturing within 270 days after issuance thereof, which
has a rating of A1 or better by S&P or P1 or better by Moody’s or the
equivalent rating by any other nationally recognized rating agency;


 


(iv)                              repurchase
agreements and reverse repurchase agreements with a term not in excess of one
year with any financial institution which has been elected primary government
securities dealers by the Federal Reserve Board or whose securities are rated
AA- or better by S&P or Aa3 or better by Moody’s or the equivalent rating
by any other nationally recognized rating agency relating to marketable direct
obligations issued or unconditionally guaranteed by the United States of
America or any agency or instrumentality thereof and backed by the full faith
and credit of the United States of America;


 


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


 


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


 


5

















 


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


 


“Change of Control” means:


 


(i)                                     prior
to the initial public equity offering of Parent or the Company, the failure by
Mr. Jon M. Huntsman, his spouse, direct descendants, an entity controlled by
any of the foregoing and/or by a trust of the type described hereafter, and/or
a trust for the benefit of any of the foregoing (the “Huntsman Group”),
collectively to have the power, directly or indirectly, to vote or direct the
voting of securities having at least a majority of the ordinary voting power
for the election of directors of the Company, Huntsman LLC, HIH or HI;


 


(ii)                                  after
the initial public equity offering, the occurrence of the following:


 


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


 


(b)                                 Continuing
Directors shall cease to constitute at least a majority of the managers
constituting the Board of Directors of the Company;


 


(iii)                               HMP
or HIH consolidates with, or merges with or into, another Person or sells,
assigns, conveys, transfers, leases or otherwise disposes of all or substantially
all of its assets (determined on a consolidated basis) to any Person (other
than a disposition of such assets as an entirety or substantially as an
entirety to a Wholly Owned Restricted Subsidiary), or the holders of Voting
Stock of HMP or HIH approve any plan for the liquidation or dissolution of HMP
or HIH, as applicable, or any Person consolidates with, or merges with or into,
HMP or HIH, in any such event pursuant to a transaction in which the outstanding
Voting Stock of HMP or HIH, as applicable, is converted into or exchanged for
cash, securities or other property, other than any such transaction where
(x) the outstanding Voting Stock of HMP or HIH, as applicable, is converted
into or exchanged for Voting Stock (other than Disqualified Capital Stock) of
the surviving or transferee corporation and (y) the “beneficial owner” (as
defined in


 


6

















 


clause (ii)(a) above) of the Voting Stock of HMP or HIH, as
applicable, immediately prior to such transaction owns, directly or indirectly,
not less than a majority of the Voting Stock of the surviving or transferee
corporation immediately after such transaction; or


 


(iv)                              at
any time, the sale of all or substantially all the assets of either the Company
and its Subsidiaries taken as a whole or HI and its Subsidiaries taken as a
whole.


 


“Change of Control Date” has the meaning provided in
Section 4.21(b).


 


“Change of Control Offer” has the meaning provided in Section 4.21(b).


 


“Change of Control Payment Date” has the meaning provided in
Section 4.21(b).


 


“Clearstream” means Clearstream Banking, Luxembourg, société
anonyme, formerly Cedelbank.


 


“Code” means the Internal Revenue Code of 1986, as amended.


 


“Collateral” means all of the Pledged Collateral (as defined in
the Pledge Agreement) and other collateral, if any, under any other Security
Document, which shall include the HMP Equity Interests, HIH Equity Interests
and Huntsman LLC Equity Interests.


 


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


 


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


 


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


 


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


 


7

















 


“Company Unrestricted Subsidiary” has the meaning assigned to
such term in Section 4.18.


 


“consolidated” or “consolidation” when used herein with
respect to a Person and its Restricted Subsidiaries means the consolidation of
the accounts of such Person and its Restricted Subsidiaries as required under
GAAP; provided that for purposes of this Indenture and any financial
statements required by Section 4.09, HI and its Restricted Subsidiaries shall
not be deemed consolidated Restricted Subsidiaries of Huntsman LLC.


 


“Consolidated Assets” means, with respect to any Person, the
total assets of such Person and its consolidated Restricted Subsidiaries which
would be properly classified as assets on a consolidated balance sheet of such
Person and its consolidated Restricted Subsidiaries in accordance with GAAP.


 


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


 


(i)                                     Consolidated
Net Income; and


 


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


 


(a)                                  all
income taxes of such Person and its Restricted Subsidiaries paid or accrued in
accordance with GAAP for such period (other than income taxes attributable to
extraordinary, unusual or nonrecurring gains or losses or taxes attributable to
sales or dispositions outside the ordinary course of business) and any payments
made in compliance with Section 4.03(b)(v) paid during such period;


 


(b)                                 Consolidated
Interest Expense; and


 


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


 


as determined on a consolidated basis for such Person and its
Restricted Subsidiaries.


 


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


 


In addition to the foregoing, for purposes of this definition,
“Consolidated EBITDA” and “Consolidated Fixed Charges” shall be calculated
after giving effect on a pro


 


8

















 


forma basis (on a basis
consistent with Regulation S-X under the Securities Act) for the period of such
calculation to:


 


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


 


(ii)                                  any
asset sales or Asset Acquisitions (including any Asset Acquisition giving rise
to the need to make such calculation) occurring during the Four Quarter Period
or at any time subsequent to the last day of the Four Quarter Period and on or
prior to the Transaction Date, as if such asset sale or Asset Acquisition
(including the incurrence, assumption or liability for any such Acquired
Indebtedness) occurred on the first day of the Four Quarter Period.


 


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


 


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


 


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


 


(iii)                               notwithstanding
clause (i) above, interest on Indebtedness determined on a fluctuating
basis, to the extent such interest is covered by agreements relating to


 


9

















 


Interest Swap Obligations, shall be deemed to accrue at the rate per
annum resulting after giving effect to the operation of such agreements.


 


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


 


(i)                                     Consolidated
Interest Expense, plus


 


(ii)                                  the
product of:


 


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


 


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


 


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


 


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


 


(a)                                  any
amortization of debt discount and amortization or write-off of deferred
financing costs; provided that the amortization of debt discount with
respect to the issuance of the Notes shall not include any amortization of the
value attributed by the Company in good faith to the warrants issued with the
Notes;


 


(b)                                 the
net costs under Interest Swap Obligations;


 


(c)                                  all
capitalized interest; and


 


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


 


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


 


10

















 


“Consolidated Leverage Ratio” means the ratio of (a) Net
Debt to (b) Consolidated EBITDA of the Company and its Subsidiaries during
the Four Quarter Period ending on or prior to the date of the transaction
giving rise to the need to calculate the Consolidated Leverage Ratio.


 


For purposes of this definition, “Consolidated EBITDA” shall be
calculated after giving effect on a pro forma basis (on a basis consistent with
Regulation S-X under the Securities Act) for the period of such calculation to
any Asset Sales or Asset Acquisitions (including any Asset Acquisition giving
rise to the need to make such calculation) occurring during the Four Quarter
Period or at any time subsequent to the last day of the Four Quarter Period and
on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition
(including the incurrence, assumption or liability for any such Acquired
Indebtedness) occurred on the first day of the Four Quarter Period.


 


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


 


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


 


(ii)                                  cash
dividends or distributions paid to such Person by any other Person (the “Payor”)
other than a Restricted Subsidiary of the referent Person, to the extent not
otherwise included in Consolidated Net Income, which have been derived from
operating cash flow of the Payor; provided that there shall be excluded
therefrom:


 


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


 


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


 


(c)                                  the
net income (but not loss) of any Restricted Subsidiary of the Person to the
extent that the declaration of dividends or similar distributions by that
Restricted Subsidiary of that income is restricted; provided, however,
that (x) solely for the purpose of calculating the Consolidated Fixed Charge
Ratio of the Company, any determination as to the exclusion of Consolidated Net
Income of a Restricted Subsidiary pursuant to this clause (c) shall not give
effect to any restrictions on the declaration or payment of dividends or other
distributions which are permitted pursuant to clause (iii), (iv), (v) or
(xvii) under Section 4.13 and (y) the net income of Foreign Subsidiaries of HI
shall only be excluded in any calculation of Consolidated Net Income of HI as a
result of application of this clause (c) if the restriction on dividends or similar
distributions results from consensual restrictions;


 


11

















 


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


 


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


 


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


 


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


 


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


 


(i)                                     the
net amount of any payments made in compliance with Section 4.03(b)(v) made
during such period.


 


“Consolidated Non-cash Charges” means, with respect to any
Person, for any period, the aggregate depreciation, amortization and other
non-cash charges (including, without limitation, non-cash restructuring
charges) of such Person and its Restricted Subsidiaries reducing Consolidated
Net Income of such Person and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP (excluding any such
charges constituting an extraordinary item or loss or any such charge which
requires an accrual of or a reserve for cash charges for any future period).


 


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


 


“Contribution Agreement” means the Contribution Agreement, dated
April 15, 1999, among Huntsman Specialty, Imperial Chemical Industries
PLC, HIH and HI, as such agreement is in effect on the Issue Date, or as
amended from time to time.


 


12

















 


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


 


“Covenant Defeasance” has the meaning set forth in Section 8.01.


 


“Credit Facilities” means collectively (1) the Huntsman LLC
Credit Facilities and (2) the HI Credit Facilities.


 


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


 


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


 


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


 


“Default Amount” means with respect to the Notes as of a
particular date, the Accreted Value of Notes as of such date.


 


“Depositary” means DTC.


 


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


 


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


 


13

















 


Notwithstanding the preceding
sentence, any Capital Stock that would constitute Disqualified Capital Stock
solely because the holders thereof have the right to require the Company to
repurchase such Capital Stock upon the occurrence of a change of control or an
asset sale shall not constitute Disqualified Capital Stock if the asset sale or
change of control provisions applicable to such Capital Stock are no more
favorable to the holders of such Capital Stock than the provisions contained in
Sections 4.12 and 4.21 and such Capital Stock specifically provides that such
Person will not repurchase or redeem any such stock pursuant to such provision
prior to the repurchase of the Notes as are required to be repurchased pursuant
to Section 4.12 or 4.21. 
Notwithstanding the foregoing, Capital Stock shall not be deemed to be
Disqualified Capital Stock if it may only be so redeemed solely in
consideration of Qualified Capital Stock.


 


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


 


“Domestic Subsidiary” means any subsidiary other than a Foreign
Subsidiary.


 


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


 


“Equity Transaction” means the conveyance by the holders of the
Minority HIH Equity Interests of such interests to the initial purchasers for
consideration of $90 million in cash and the subsequent transfer of such
interests by the initial purchasers to HMP, in satisfaction of an equivalent
amount of the purchase price for the units.


 


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


 


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


 


“Excess Cash Flow” for any fiscal year of the Company and its
Restricted Subsidiaries means, without duplication, the excess of:


 


(i)                                     the
sum, without duplication, of:


 


(a)                                  Consolidated
EBITDA of the Company and its Restricted Subsidiaries for such fiscal year;


 


(b)                                 decreases
in consolidated working capital for such fiscal year; and


 


(c)                                  the
amount equal to the aggregate net non-cash loss on the disposition of property
by the Company and its Restricted Subsidiaries during such fiscal year (other
than sales of inventory in the ordinary course of business), to the extent
deducted in arriving at Consolidated EBITDA of the Company; minus


 


14

















 


(ii)                                  the
sum, without duplication, of


 


(a)                                  the
aggregate amount actually paid by the Company or any of its Restricted
Subsidiaries in cash during such fiscal year on account of capital expenditures
(other than capital expenditures funded with the proceeds of the incurrence of
Indebtedness, the issuance of capital stock or asset sales);


 


(b)                                 the
aggregate amount of payments of principal in respect of any Indebtedness during
such fiscal year (other than any repayment of Indebtedness with the net
proceeds of Refinancing Indebtedness);


 


(c)                                  cash
interest expense of the Company or any of its Restricted Subsidiaries
(including fees paid in connection with letters of credit, surety bonds, commitment
fees and other periodic bank charges and net cash costs for interest rate
agreements);


 


(d)                                 the
amount of taxes actually paid in cash by the Company or any of its Restricted
Subsidiaries for such fiscal year;


 


(e)                                  increases
in consolidated working capital of the Company for such fiscal year; and


 


(f)                                    an
amount equal to the aggregate net non-cash gain on the disposition of property
by the Company or any of its Restricted Subsidiaries during such fiscal year
(other than sales of inventory in the ordinary course of business), to the
extent included in arriving at Consolidated Net Income.


 


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


 


“Exchange Notes” means notes issued in exchange for the Initial
Notes pursuant to the terms of the Registration Rights Agreement.


 


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


 


“Foreign Cash Equivalents” means:


 


(i)                                     debt
securities with a maturity of 365 days or less issued by any member nation of
the European Union, Switzerland or any other country whose debt securities


 


15

















 


are rated by S&P and Moody’s A-1 or P-1 or the equivalent thereof
(if a short-term debt rating is provided by either) or at least AA or AA2 or
the equivalent thereof (if a long-term unsecured debt rating is provided by
either) (each such jurisdiction, an “Approved Jurisdiction”) or any
agency or instrumentality of an Approved Jurisdiction, provided that the
full faith and credit of the Approved Jurisdiction is pledged in support of
such debt securities or such debt securities constitute a general obligation of
the Approved Jurisdiction; and


 


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


 


“Foreign Subsidiary” means any subsidiary of the Company
organized under the laws of, and conducting a substantial portion of its
business in, any jurisdiction other than the United States of America or any
state thereof or the District of Columbia.


 


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


 


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


 


“Global Security” means a Regulation S Global Security (or
Unrestricted Global Security) or a Restricted Global Security.


 


“Guarantee” means the guarantee of the Guarantor of the
obligations of the Company under the Indenture and the Notes.


 


“Guarantor” means ICI Alta Inc. (to be renamed Alta One Inc).


 


“HI Credit Facilities” means collectively (i) that certain
senior secured credit agreement dated as of June 30, 1999 (as amended on
December 21, 2000, March 5, 2001, November 30, 2001, March 15, 2002 and
February 7, 2003), by and among HI and the financial institutions from time to
time party thereto, together with the related documents (including any
guarantee agreements and security documents) and/or (ii) one or more debt
facilities, indentures or other agreements that refinance, replace or otherwise
restructure,


 


16

















 


including increasing the amount
of available borrowings thereunder in accordance with Section 4.11 or making
Restricted Subsidiaries of any Person a borrower or guarantor thereunder, all
or any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether including any additional obligors or with the
same or any other agent, lender or group of lenders or with other financial
institutions or lenders.


 


“HI High Yield Notes” means (i) the 9 7/8% Senior Notes due
2009 of HI and (ii) the 10 1/8% Senior Subordinated Notes due 2009 of HI, in
each case, as in effect on the Issue Date.


 


“HIH Equity Interests” means (i) 11.111 units of HIH owned by
the Company on the Issue Date, the Minority HIH Equity Interests and any other
equity interests of HIH thereafter acquired by HMP (other than any equity
interests of HIH that are required by any provision in effect on the Issue Date
of the Huntsman LLC Credit Facilities or the Holding Company Agreement to be
contributed to Huntsman LLC and pledged for the benefit of the Lenders under
the Huntsman LLC Credit Facilities), (ii) all the Common Stock of ICI Alta Inc.
(to be renamed Alta One Inc.), a former Subsidiary of Imperial Chemical
Industries PLC, acquired by the Company on the Issue Date and any other Common
Stock of ICI Alta Inc. (to be renamed Alta One Inc.) thereafter acquired by HMP
or its Affiliates, and (iii) 300 units of HIH owned by ICI Alta Inc. (to be
renamed Alta One Inc.) on the Issue Date and any other equity interests of HIH
thereafter acquired by ICI Alta Inc. (to be renamed Alta One Inc.).


 


“HMP Equity Interests” means all of the outstanding Common Stock
of the Company owned by Parent on the Issue Date and any other Common Stock of
HMP thereafter acquired by Parent or its Affiliates.


 


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


 


“Holding Company Agreement” means the Amended and Restated
Holding Company Agreement, dated April 25, 2003, by and among Huntsman
Holdings LLC, the Issuer, and Huntsman Specialty Chemicals Corporation, and
Deutsche Bank Trust Company Americas as such agreement is amended from time to
time.


 


“Holdings U.K.” means Huntsman (Holdings) U.K., a private
unlimited company incorporated under the laws of England and Wales.


 


“Huntsman LLC Credit Facilities” means collectively (i) that
certain $275 million senior secured revolving credit agreement dated as of
September 30, 2002 by and among Huntsman LLC, the other borrowers named therein,
Deutsche Bank Trust Company Americas, as administrative agent and the financial
institutions from time to time party thereto, together with the related
documents (including any guarantee agreements and security documents), (ii)
that certain amended and restated credit agreement dated as of September 30,


 


17

















 


2002, by and among Huntsman
LLC, Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as
administrative agent and the financial institutions party thereto and/or (iii)
one or more debt facilities, indentures or other agreements that refinance,
replace or otherwise restructure, including increasing the amount of available
borrowings thereunder in accordance with Section 4.11 or making Restricted
Subsidiaries of any Person a borrower or guarantor thereunder, all or any
portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether including any additional obligors or with the
same or any other agent, lender or group of lenders or with other financial
institutions or lenders.


 


“Huntsman LLC Equity Interests” means all of the outstanding
Equity Interests of Huntsman LLC owned by the Company or any of its Restricted
Subsidiaries on the Issue Date and any other equity interests of Huntsman LLC
thereafter acquired by HMP or its Affiliates.


 


“Huntsman LLC High Yield Notes” means (i) the 9 1/2% Senior
Subordinated Notes due 2007 of Huntsman LLC, and (ii) the Senior
Subordinated Floating Rate Notes due 2007 of Huntsman LLC, in each case, as in
effect on the Issue Date.


 


“Incumbency Certificate” means a certificate in the form
attached hereto as Exhibit G.


 


“Indebtedness” means with respect to any Person, without
duplication:


 


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


 


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


 


(iii)                               all
Capitalized Lease Obligations of such Person;


 


(iv)                              all
Obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations and all Obligations under any title
retention agreement (but excluding trade accounts payable and other accrued
liabilities arising in the ordinary course of business that are not overdue by
90 days or more or are being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted);


 


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


 


(vi)                              guarantees
in respect of Indebtedness referred to in clauses (i) through (v) above and
clause (viii) below;


 


18

















 


(vii)                           all
Obligations of any other Person of the type referred to in clauses (i) through
(vi) which are secured by any lien on any property or asset of such Person, the
amount of such Obligation being deemed to be the lesser of the fair market
value of such property or asset or the amount of the Obligation so secured;


 


(viii)                        all
Obligations under commodity agreements, currency agreements and interest swap
agreements of such Person; and


 


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


 


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


 


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


 


(b)                                 deferred
taxes; or


 


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


 


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


 


“Independent Financial Advisor” means a firm (a) which does not,
and whose directors, officers and employees or Affiliates do not, have a direct
or indirect financial interest in the Company or any of its Subsidiaries; and
(b) which, in the judgment of the Board of Directors of the Company or any of
its Subsidiaries, is otherwise independent and qualified to perform the task
for which it is to be engaged.


 


“Initial Notes” means the $875,000,000 in aggregate principal
amount at maturity of 15% Senior Discount Notes due 2008 of the Company issued
on the Issue Date.


 


19

















 


“Initial Purchasers” means Credit Suisse First Boston LLC and
CIBC World Markets Corp.


 


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


 


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


 


“Investment” means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee) or capital contribution to (by means of any transfer of cash or
other property to another Person or any payment for property or services for
the account or use of another Person), or any purchase or acquisition by such
Person of any Capital Stock, bonds, notes, debentures or other securities or
evidences of Indebtedness issued by, any Person.


 


“Investment” excludes extensions of trade credit by the Company
and its Restricted Subsidiaries on commercially reasonable terms in accordance
with normal trade practices of the Company or such Restricted Subsidiary, as
the case may be.  For the purposes of
Section 4.03:


 


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


 


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


 


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


 


20

















 


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


 


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


 


“Legal Holiday” has the meaning provided in Section 12.07.


 


“Leverage Condition” means the condition that for the periods
set forth below, the Consolidated Leverage Ratio is less than:


 


	
  Period

  	
   

  	
  Ratio

  	
   

  
	
  For the fiscal years ended
  December 31, 2003 and 2004

  	
   

  	
  7.0 to 1.0

  	
   

  
	
  For the fiscal year ended December 31,
  2005

  	
   

  	
  6.5 to 1.0

  	
   

  
	
  For the fiscal year ended December 31,
  2006

  	
   

  	
  6.0 to 1.0

  	
   

  
	
  For the fiscal year ended December 31,
  2007

  	
   

  	
  5.5 to 1.0

  	
   

  
	
  For the fiscal year ended December 31,
  2008

  	
   

  	
  5.0 to 1.0

  	
   

  



 


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


 


“Legal Defeasance” has the meaning given to such term in Section
8.01.


 


“MatlinPatterson Person” means MatlinPatterson Global
Opportunities Partners, L.P. and any Affiliate thereof.


 


“Maturity Date” means May 15, 2008.


 


“Minority HIH Equity Interests” means the 88.889 units of HIH
owned by the Private Institutional Investors on the Issue Date.


 


“Moody’s” means Moody’s Investors Service, Inc. and its
successors.


 


“Net Cash Proceeds” means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents including payments in respect
of deferred payment obligations when received in the form of cash or Cash Equivalents
(other than the portion of any


 


21

















 


such deferred payment
constituting interest) received by the Company or any of its Restricted
Subsidiaries from such Asset Sale net of:


 


(i)                                     all
out-of-pocket expenses and fees relating to such Asset Sale (including legal,
accounting and investment banking fees and sales commissions);


 


(ii)                                  taxes
paid or payable after taking into account any reduction in consolidated tax
liability due to available tax credits or deductions and any tax sharing arrangements;


 


(iii)                               repayment
of Indebtedness that is secured by the property or assets being sold and is required
to be repaid in connection with such Asset Sale;


 


(iv)                              the
decrease in proceeds from Qualified Securitization Transactions which results
from such Asset Sale; and


 


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


 


“Net Debt” means (a) consolidated Indebtedness of the
Company and its Restricted Subsidiaries as shown on the latest consolidated
balance sheet in accordance with GAAP less (b) cash and Cash Equivalents
of the Company and its Restricted Subsidiaries as shown on the latest
consolidated balance sheet in accordance with GAAP.


 


“Net Proceeds Offer” has the meaning provided in Section 4.12.


 


“Net Proceeds Offer Amount” has the meaning provided in
Section 4.12.


 


“Net Proceeds Offer Payment Date” has the meaning provided in Section 4.12.


 


“Net Proceeds Offer Trigger Date” has the meaning provided in
Section 4.12.


 


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


 


“Notes” means, collectively, the Initial Notes and the Exchange
Notes, treated as a single class of securities under this Indenture, except as
set forth herein.


 


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


 


22

















 


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


 


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


 


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


 


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


 


“Parent” means Huntsman Holdings, LLC, Huntsman Group Inc. or
any other Subsidiary of Huntsman Holdings, LLC that owns directly 100% of the
outstanding Equity Interest of HMP.


 


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


 


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


 


“Permitted Indebtedness of HI” means, without duplication, each
of the following:


 


(i)                                     Indebtedness
incurred pursuant to the HI Credit Facilities in an aggregate principal amount
not exceeding $1.8 billion at any one time outstanding less the amount of any
payments made by HI under the HI Credit Facilities with the Net Cash Proceeds
of any Asset Sale (which are accompanied by a corresponding permanent
commitment reduction) pursuant to Section 4.12(a)(iii)(A);


 


(ii)                                  other
Indebtedness of HI and its Restricted Subsidiaries outstanding on the Issue
Date (including $1.3 billion and $200 million principal amount of outstanding
HI High Yield Notes), reduced by the amount of any prepayments with Net


 


23

















 


Cash Proceeds of any Asset Sale (which are accompanied by a
corresponding permanent commitment reduction) pursuant to Section
4.12(a)(iii)(A);


 


(iii)                               Interest
Swap Obligations of HI relating to:


 


(a)                                  Indebtedness
of HI or any of its Restricted Subsidiaries or;


 


(b)                                 Indebtedness
that HI or any of its Restricted Subsidiaries reasonably intends to incur
within six months; and


 


(c)                                  Interest
Swap Obligations of any Restricted Subsidiary of HI relating to Indebtedness of
such Restricted Subsidiary or Indebtedness that such Restricted Subsidiary
reasonably intends to incur within six months;


 


provided that any
such Interest Swap Obligations will constitute “Permitted Indebtedness of HI”
only if they are entered into to protect HI and its Restricted Subsidiaries
from fluctuations in interest rates on Indebtedness permitted under the
indenture to the extent the notional principal amount of such Interest Swap
Obligations, when incurred, do not exceed the principal amount of the
Indebtedness to which such Interest Swap Obligations relate;


 


(iv)                              Indebtedness
under Commodity Agreements and Currency Agreements; provided that in the
case of Currency Agreements which relate to Indebtedness, such Currency
Agreements do not increase the Indebtedness of HI and its Restricted
Subsidiaries outstanding other than as a result of fluctuations in foreign
currency exchange rates or by reason of fees, indemnities and compensation
payable thereunder;


 


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


 


(vi)                              Indebtedness
of HI to any of its Restricted Subsidiaries for so long as such Indebtedness is
held by any of its Restricted Subsidiaries, in each case subject to no Lien
(other than Liens securing intercompany notes pledged under the HI Credit
Facilities); provided that if as of any date any Person other than a
Restricted Subsidiary of HI owns or holds any such Indebtedness or any Person
holds a Lien in respect of such Indebtedness (other than pledges securing the
HI Credit Facilities), such date


 


24

















 


shall be deemed the incurrence of Indebtedness not constituting
Permitted Indebtedness of HI;


 


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


 


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


 


(ix)                                Refinancing
Indebtedness of HI or any of its Restricted Subsidiaries of Indebtedness
incurred pursuant to Section 4.11(c) or clauses (ii) or (ix) under this
definition;


 


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


 


(xi)                                Obligations
in respect of performance bonds and completion, guarantee, surety and similar
bonds provided by HI or any of its Subsidiaries in the ordinary course of
business;


 


(xii)                             Guarantees
by HI or any of its Restricted Subsidiaries of Indebtedness incurred by HI or
any of its Restricted Subsidiaries so long as the incurrence of such
Indebtedness by HI or any such Restricted Subsidiary is otherwise permitted by
the terms of the indenture;


 


(xiii)                          Indebtedness
of HI or any of its Restricted Subsidiaries incurred in the ordinary course of
business not to exceed $35 million at any time outstanding:


 


(a)                                  representing
Capitalized Lease Obligations; or


 


25

















 


(b)                                 constituting
purchase money Indebtedness incurred to finance property or assets of HI or any
of its Restricted Subsidiaries acquired in the ordinary course of business;


 


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


 


(xiv)                         Indebtedness
of Foreign Subsidiaries of HI that are Restricted Subsidiaries of HI to the
extent that the aggregate outstanding amount of Indebtedness incurred by such
Foreign Subsidiaries under this clause (xiv) does not exceed at any one time an
amount equal to the sum of:


 


(a)                                  80%
of the consolidated book value of the accounts receivable of all Foreign Subsidiaries,
and


 


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


 


provided, however,
that notwithstanding the foregoing limitation, Foreign Subsidiaries may incur
in the aggregate up to $50 million of Indebtedness outstanding at any one time;


 


(xv)                            the
incurrence by a Securitization Entity of Indebtedness in a Qualified Securitization
Transaction that is not recourse to HI or any Subsidiary of HI (other than for
Standard Securitization Undertakings);


 


(xvi)                         Indebtedness
of HI and its Domestic Subsidiaries pursuant to overdraft lines or other
extensions of credit in an aggregate amount not to exceed $20 million at any
one time outstanding and Indebtedness of its Foreign Subsidiaries pursuant to
overdraft lines or similar extensions of credit in an aggregate principal
amount not to exceed $60 million at any one time outstanding;


 


(xvii)                      so
long as no default or Event of Default exists, Indebtedness of HI to BASF or
its Affiliates in an aggregate outstanding amount not in excess of $50 million
for the purpose of financing up to 50% of the cost of installation, construction
or improvement of property relating to the manufacture of PO/MTBE;


 


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


 


(xix)                           Indebtedness
of HI to any of its Subsidiaries incurred in connection with the purchase of
accounts receivable and related assets by HI from any such


 


26

















 


Subsidiary which assets are subsequently conveyed by HI to a
Securitization Entity in a Qualified Securitization Transaction otherwise
permitted under this Indenture; and


 


(xx)                              additional
Indebtedness of HI and its Restricted Subsidiaries in an aggregate principal
amount not to exceed $25.0 million at any one time outstanding.


 


“Permitted Indebtedness of HIH” means, without duplication, (i)
the A Notes and the B Notes and (ii) any Refinancing Indebtedness of HIH
incurred to refinance (x) the A Notes having terms and conditions no more onerous
to HIH taken as a whole than those governing the A Notes on the Issue Date
and/or (y) the B Notes on or after November 15, 2004 so long as the net
proceeds thereof shall immediately be applied to redeem all (but not less than
all) of the Notes pursuant to Article III of this Indenture.


 


“Permitted Indebtedness of the Company” means, without
duplication, (i) Indebtedness under the Initial Notes and any Exchange Notes;
(ii) Refinancing Indebtedness of the Company of Indebtedness incurred pursuant
to clause (i) or (ii) of this definition; and (iii) additional
Indebtedness of the Company and its Restricted Subsidiaries in an aggregate
principal amount not to exceed $25.0 million at any one time outstanding.


 


“Permitted Indebtedness of Huntsman LLC” means, without
duplication, each of the following:


 


(i)                                     Indebtedness
incurred pursuant to the Huntsman LLC Credit Facilities or in an aggregate
principal amount not exceeding $2.0 billion at any one time outstanding less
the amount of any payments made by Huntsman LLC under the Huntsman LLC Credit
Facilities with the Net Cash Proceeds of any Asset Sale (which are accompanied
by a corresponding permanent commitment reduction) pursuant to Section
4.12(a)(iii)(A);


 


(ii)                                  other
Indebtedness of Huntsman LLC and its Restricted Subsidiaries outstanding on the
Issue Date (including $59.0 principal amount of Huntsman LLC High Yield Notes)
reduced by the amount of any prepayments with Net Cash Proceeds of any Asset
Sale (which are accompanied by a corresponding permanent commitment reduction)
pursuant to Section 4.12(a)(iii)(A);


 


(iii)                               Interest
Swap Obligations of Huntsman LLC relating to:


 


(a)                                  Indebtedness
of Huntsman LLC or any of its Restricted Subsidiaries or


 


(b)                                 Indebtedness
that Huntsman LLC or any of its Restricted Subsidiaries reasonably intends to
incur within six months; and


 


27

















 


(c)                                  Interest
Swap Obligations of any Restricted Subsidiary of Huntsman LLC relating to
Indebtedness of such Restricted Subsidiary or Indebtedness that such Restricted
Subsidiary reasonably intends to incur within six months;


 


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


 


(iv)                              Indebtedness
under Commodity Agreements and Currency Agreements; provided that in the
case of Currency Agreements which relate to Indebtedness, such Currency Agreements
do not increase the Indebtedness of Huntsman LLC and its Restricted
Subsidiaries outstanding other than as a result of fluctuations in foreign
currency exchange rates or by reason of fees, indemnities and compensation
payable thereunder;


 


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


 


(vi)                              Indebtedness
of Huntsman LLC to any of its Restricted Subsidiaries for so long as such
Indebtedness is held by any of its Restricted Subsidiaries, in each case
subject to no Lien (other than Liens securing intercompany notes pledged under
the Huntsman LLC Credit Facilities); provided that if as of any date any
Person other than any of its Restricted Subsidiaries owns or holds any such
Indebtedness or any Person holds a Lien in respect of such Indebtedness (other
than pledges securing the Huntsman LLC Credit Facilities), such date shall be
deemed the incurrence of Indebtedness not constituting Permitted Indebtedness
of Huntsman LLC;


 


(vii)                           Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently (except in the case of daylight
overdrafts) drawn against insufficient funds in the ordinary course of 


 


28

















 


business; provided, however, that such Indebtedness is
extinguished within two business days of incurrence;


 


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


 


(ix)                                Refinancing
Indebtedness of Huntsman LLC or its Restricted Subsidiaries incurred pursuant
to Section 4.11(b) or clause (ii) or (ix) of this definition;


 


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


 


(xi)                                Obligations
in respect of performance bonds and completion, guarantee, surety and similar
bonds provided by Huntsman LLC or any of its Subsidiaries in the ordinary
course of business;


 


(xii)                             Guarantees
by Huntsman LLC or any of its Restricted Subsidiaries of Indebtedness incurred
by Huntsman LLC or any of its Restricted Subsidiaries so long as the incurrence
of such Indebtedness by Huntsman LLC or any such Restricted Subsidiary is otherwise
permitted by the terms of this Indenture;


 


(xiii)                          Indebtedness
of Huntsman LLC or any of its Restricted Subsidiaries incurred in the ordinary
course of business not to exceed $25.0 million at any time outstanding:


 


(a)                                  representing
Capitalized Lease Obligations; or


 


(b)                                 constituting
purchase money Indebtedness incurred to finance property or assets of Huntsman
LLC or any of its Restricted Subsidiaries acquired in the ordinary course of
business;


 


provided, however,
that such purchase money Indebtedness shall not exceed the cost of such
property or assets and shall not be secured by any property or assets of


 


29

















 


Huntsman LLC or any of its Restricted Subsidiaries other than the
property and assets so acquired;


 


(xiv)                         Indebtedness
of Foreign Subsidiaries of Huntsman LLC that are Restricted Subsidiaries of
Huntsman LLC to the extent that the aggregate outstanding amount of Indebtedness
incurred by such Foreign Subsidiaries under this clause (xiv) does not exceed
at any one time an amount equal to the sum of:


 


(a)                                  80%
of the consolidated book value of the accounts receivable of all Foreign
Subsidiaries, and


 


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


 


provided, however,
that notwithstanding the foregoing limitation, Foreign Subsidiaries may incur
in the aggregate up to $50.0 million of Indebtedness outstanding at any one
time;


 


(xv)                            the
incurrence by a Securitization Entity of Indebtedness in a Qualified Securitization
Transaction that is not recourse to Huntsman LLC or any Subsidiary of Huntsman
LLC (other than for Standard Securitization Undertakings);


 


(xvi)                         Indebtedness
of Huntsman LLC and its Domestic Subsidiaries pursuant to overdraft lines or
similar extensions of credit in an aggregate amount not to exceed $20.0 million
at any one time outstanding;


 


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


 


(xviii)                   Indebtedness
of Huntsman LLC to any of its Subsidiaries incurred in connection with the
purchase of accounts receivable and related assets by Huntsman LLC from any
such Subsidiary which assets are subsequently conveyed by Huntsman LLC to a
Securitization Entity in a Qualified Securitization Transaction otherwise
permitted under this Indenture;


 


(xix)                           additional
Indebtedness of Huntsman LLC and its Restricted Subsidiaries in an aggregate
principal amount not to exceed $25.0 million at any one time outstanding; and


 


(xx)                              Indebtedness
of Huntsman LLC not to exceed an aggregate principal amount of $75.0 million at
any one time outstanding to the extent incurred to Refinance Indebtedness of
any Australian Unrestricted Subsidiary.


 


“Permitted Investments” means:


 


30

















 


(i)                                     Investments
by the Company or any of its Restricted Subsidiaries in any Person that is or
will become immediately after such Investment a Restricted Subsidiary of the
Company or such Restricted Subsidiary or that will merge or consolidate into
the Company or such Restricted Subsidiary; provided that (a) any
Investment by HIH or its Restricted Subsidiaries, directly or indirectly, in
Huntsman LLC or its Restricted Subsidiaries, or by Huntsman LLC or its
Restricted Subsidiaries, directly or indirectly, in HIH or its Restricted
Subsidiaries, after the date hereof may not be consummated unless, after giving
effect thereto, (x) the Leverage Condition has been satisfied, (y) no
Default or Event of Default shall have occurred or be continuing or would
result therefrom, and (z) such Investment(s) shall comply with the terms
of Section 4.16(b) and (b) this clause (i) shall not permit any Investment
by the Company or a Domestic Subsidiary that is a Restricted Subsidiary in a
Foreign Subsidiary consisting of a capital contribution by means of a transfer
of property other than cash, Cash Equivalents or Foreign Cash Equivalents other
than transfers of property of nominal value in the ordinary course of business;


 


(ii)                                  Investments
in the Company by any Restricted Subsidiary of the Company; provided
that any Indebtedness evidencing such Investment is unsecured and subordinated,
pursuant to a written agreement, to the Company’s obligations under the Notes
and this Indenture;


 


(iii)                               Investments
in cash and Cash Equivalents;


 


(iv)                              loans
and advances to employees and officers of the Company and its Restricted Subsidiaries
in the ordinary course of business for travel, relocation and related expenses;


 


(v)                                 Investments
by HI and its Restricted Subsidiaries in Unrestricted Subsidiaries or joint
ventures of HI not to exceed $75.0 million, plus:


 


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


 


(b)                                 the
net after-tax cash proceeds received by HI or any of its Restricted
Subsidiaries from the disposition of all or any portion of such Investments
(other than to its Restricted Subsidiaries);


 


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


 


(d)                                 $25.0
million;


 


31

















 


(vi)                              Investments
by Huntsman LLC and its Restricted Subsidiaries in Unrestricted Subsidiaries or
joint ventures of Huntsman LLC not to exceed $25.0 million, plus:


 


(a)                                  the
aggregate net after-tax amount returned in cash on or with respect to any
Investments made in Unrestricted Subsidiaries designated as such after the
Issue Date and joint ventures of Huntsman LLC whether through interest payments,
principal payments, dividends or other distributions or payments;


 


(b)                                 the
net after-tax cash proceeds received by Huntsman LLC or any of its Restricted
Subsidiaries from the disposition of all or any portion of such Investments
(other than to a Restricted Subsidiary of Huntsman LLC); and


 


(c)                                  upon
redesignation of an Unrestricted Subsidiary designated as such after the Issue
Date of Huntsman LLC as a Restricted Subsidiary, the fair market value of such
Subsidiary;


 


(vii)                           Investments
in Huntsman Specialty Chemicals Holdings or Huntsman Specialty Chemicals
Corporation when and as interest and principal payments become due and payable
under the BASF Note according to its terms;


 


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


 


(ix)                                Investments
made by the Company or its Restricted Subsidiaries as a result of consideration
received in connection with an Asset Sale made in compliance with Section 4.12;


 


(x)                                   Investments
existing on the Issue Date;


 


(xi)                                any
Investment by HI or a wholly owned Subsidiary of HI, or by Tioxide Group or
Holdings U.K., or by Huntsman LLC or a wholly owned Subsidiary of Huntsman LLC,
in a Securitization Entity or any Investment by a Securitization Entity in any
other Person in connection with a Qualified Securitization Transaction otherwise
permitted by this Indenture; provided that any Investment in a
Securitization Entity is in the form of a purchase money note or an equity
interest;


 


(xii)                             Investments
by HI in Rubicon, Inc. and Louisiana Pigment Company (each a “Joint Venture”),
so long as:


 


32

















 


(a)                                  such
Joint Venture does not have any Indebtedness for borrowed money at any time on
or after the date of such Investment (other than Indebtedness owing to the
equity holders of such Joint Venture);


 


(b)                                 the
documentation governing such Joint Venture does not contain a restriction on
distributions to HI; and


 


(c)                                  such
Joint Venture is engaged only in the business of manufacturing product used or
marketed by HI and its Restricted Subsidiaries and/or the joint venture
partner, and businesses reasonably related thereto;


 


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


 


(xiv)                         loans
to Parent for the purposes described in Section 4.03(b)(vi) which, when
aggregated with the payment made under such clause, will not exceed $3.0
million in any fiscal year;


 


(xv)                            any
Indebtedness of Huntsman LLC or HI to any of its Subsidiaries incurred in
connection with the purchase of accounts receivable and related assets by
Huntsman LLC HI, as the case may be, from any such Subsidiary which assets are
subsequently conveyed by Huntsman LLC or HI, as the case may be, to a
Securitization Entity in a Qualified Securitization Transaction; and


 


(xvi)                         additional
Investments in an aggregate amount not exceeding $25.0 million at any one time
outstanding.


 


“Permitted Liens” means the following types of Liens:


 


(i)                                     Liens
on the Collateral securing the Notes;


 


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


 


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


 


“Person” means any individual, partnership, corporation, limited
liability company, joint venture, incorporated or unincorporated association,
joint stock company, trust or a government or other agency or political
subdivision thereof or other entity of any kind.


 


33

















 


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


 


“Pledge Agreement” means the Pledge Agreement dated as of
May 9, 2003 among the Company, the Guarantor, Huntsman Holdings, LLC,
Huntsman Group Inc. and the Trustee.


 


“Pledgor” shall have the meaning given to such term in the
Pledge Agreement.


 


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


 


“principal” of any Indebtedness means the principal amount of
such Indebtedness, which in the case of the Notes at any given date is the
Accreted Value of the Notes as of such date, plus the premium, if any, on such
Indebtedness.


 


“Private Institutional Investors” means (i) J.P. Morgan Partners
(BHCA), L.P. and (ii) MidOcean Capital Investors, L.P.


 


“Private Placement Legend” means the legend initially set forth
on the Notes in the form set forth on Exhibit A-1.


 


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


 


“Qualified Institutional Buyer” or “QIB” has the meaning
specified in Rule 144A.


 


“Qualified Securitization Transaction” means any transaction or
series of transactions that may be entered into by HI or any of its
Subsidiaries or Huntsman LLC or any of its Subsidiaries pursuant to which HI or
any of its Subsidiaries or Huntsman LLC of any of its Subsidiaries, as
applicable, may sell, convey or otherwise transfer pursuant to customary terms
to:


 


(i)                                     a
Securitization Entity or to HI or Huntsman LLC, which subsequently transfers to
a Securitization Entity (in the case of a transfer by HI or any of its
Subsidiaries or Huntsman LLC or any of its Subsidiaries, as applicable); and


 


(ii)                                  any
other Person (in the case of transfer by a Securitization Entity), or may grant
a security interest in any accounts receivable (whether now existing or arising
or acquired in the future) by HI or any of its Subsidiaries or Huntsman LLC or
any of its Subsidiaries, and any assets related thereto including, without
limitation, all Pledged Collateral securing such accounts receivable, all
contracts and contract rights and all guarantees or other obligations in
respect of such accounts receivable, proceeds


 


34

















 


of such accounts receivable and other assets (including contract
rights) which are customarily transferred or in respect of which security
interests are customarily granted in connection with asset securitization
transactions involving accounts receivable.


 


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


 


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


 


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


 


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


 


“Refinancing Indebtedness” means any Refinancing by any Person
or any of its Restricted Subsidiaries of Indebtedness, in each case that does not:


 


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


 


(ii)                                  create
Indebtedness with:


 


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


 


(b)                                 a
final maturity earlier than the final maturity of the Indebtedness being
Refinanced.


 


“Registrar” has the meaning provided in Section 2.03.


 


“Registration Rights Agreement” means the Registration Rights
Agreement dated as of the date of this Indenture among the Company, the
Guarantor and the Initial Purchasers.


 


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


 


“Regulation S Global Security” has the meaning specified in
Section 2.01.


 


35

















 


“Replacement Assets” has the meaning provided in Section 4.12.


 


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


 


“Restricted Global Security” means a Restricted Global Security
representing Notes.


 


“Restricted Global Security” has the meaning specified in
Section 2.01.


 


“Restricted Payment” means to:


 


(i)                                     declare
or pay any dividend or make any distribution, other than dividends or distributions
payable in Qualified Capital Stock of the Company, on or in respect of shares
of the Company’s Capital Stock to holders of such Capital Stock;


 


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


 


(iii)                               make
any principal payment on, purchase, defease, redeem, prepay, decrease or
otherwise acquire or retire for value, prior to any scheduled final maturity,
scheduled repayment or scheduled sinking fund payment, any Indebtedness of the
Company that is subordinate or junior in right of payment to the Notes; or


 


(iv)                              make
any Investment other than Permitted Investments.


 


“Restricted Period” means the period of 40 days commencing on
the Issue Date of the Notes.


 


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


 


“Restricted Subsidiary” of any Person means any Subsidiary of
such Person which at the time of determination is not an Unrestricted
Subsidiary; provided that (i) HIH and its Restricted Subsidiaries shall be
deemed not to be Restricted Subsidiaries of Huntsman


 


36

















 


LLC and (ii) Huntsman LLC and
its Restricted Subsidiaries shall be deemed not to be Restricted Subsidiaries
of HIH.


 


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


 


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


 


“Securitization Entity” means a wholly owned Subsidiary of (i) HI
(or Tioxide Group, Holdings U.K. or another Person that is a Subsidiary of HI
in which HI or any of its Subsidiaries makes an Investment and to which HI or
any of its Subsidiaries transfers accounts receivable or equipment and related
assets) or (ii) Huntsman LLC (or another Person that is a Subsidiary of Huntsman
LLC in which Huntsman LLC or any of its Subsidiaries makes an Investment and to
which Huntsman LLC or any of its Subsidiaries transfers accounts receivable or
equipment and related assets), in each case, which engages in no activities
other than in connection with the financing of accounts receivable or equipment
and which is designated by the board of HI or Huntsman LLC, as applicable (as
provided below) as a Securitization Entity:


 


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


 


(A)                              is guaranteed by HI or
any of its Subsidiaries or Huntsman LLC or any of its Subsidiaries, as applicable
(other than the Securitization Entity) (excluding guarantees of Obligations
(other than the principal of, and interest on, Indebtedness)) pursuant to
Standard Securitization Undertakings;


 


(B)                                is recourse to or
obligates HI or any of its Subsidiaries or Huntsman LLC or any of its Subsidiaries,
as applicable (other than the Securitization Entity) in any way other than
pursuant to Standard Securitization Undertakings; or


 


(C)                                subjects any property
or asset of HI or any of its Subsidiaries or Huntsman LLC or any of its Subsidiaries,
as applicable (other than the Securitization Entity), directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to
Standard Securitization Undertakings and other than any interest in the
accounts receivable or equipment and related


 


37

















 


assets being financed (whether in the form of
an equity interest in such assets or subordinated indebtedness payable primarily
from such financed assets) retained or acquired by HI or any of its
Subsidiaries or Huntsman LLC or any of its Subsidiaries, as applicable,


 


(b)                                 with
which neither (x) HI nor any of its Subsidiaries nor (y) Huntsman LLC nor any
of its Subsidiaries, as applicable, has any material contract, agreement,
arrangement or understanding other than on terms no less favorable to HI or
such Subsidiary or Huntsman LLC or such Subsidiary, as applicable, than those
that might be obtained at the time from Persons that are not Affiliates of HI
or Huntsman LLC, as applicable, other than fees payable in the ordinary course
of business in connection with servicing receivables of such entity, and


 


(c)                                  to
which neither (x) HI nor any of its Subsidiaries nor (y) Huntsman LLC nor any
of its Subsidiaries, as applicable, has any obligation to maintain or preserve
such entity’s financial condition or cause such entity to achieve certain
levels of operating results.


 


“Security Documents” means (i) the Pledge Agreement and (ii) any
cash collateral agreement as required by Section 4.19.


 


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


 


“S&P” means Standard & Poor’s Corporation and its
successors.


 


“Standard Securitization Undertakings” means representations,
warranties, covenants and indemnities entered into by HI or any of its
Subsidiaries or Huntsman LLC or any of its Subsidiaries, as applicable, which
are reasonably customary in an accounts receivable securitization transaction.


 


“Subordinated Indebtedness” means Indebtedness of the Company
which is expressly subordinated in right of payment to the Notes.


 


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


 


38

















 


“Tax Sharing Agreement” means the Tax Sharing Agreement, dated
as of the Issue Date, among the Company, Huntsman LLC and Parent.


 


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


 


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


 


“Unrestricted Global Security” has the meaning set forth in
Section 2.01.


 


“Unrestricted Notes” means one or more Notes that do not and are
not required to bear the Private Placement Legend in the form set forth in Exhibit A-2,
including, without limitation, the Exchange Notes.


 


“Unrestricted Subsidiary” of any Person means:


 


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


 


(ii)                                  any
Subsidiary of an Unrestricted Subsidiary; and


 


(iii)                               until
such time as they are designated as a Restricted Subsidiary in the manner
provided below, Huntsman Specialty Chemicals Holding Corporation, Huntsman
Specialty, and Huntsman Australia Holdings Corporation.


 


The Board of Directors of the Company may designate any Subsidiary
(including any newly acquired or newly formed Subsidiary, but excluding HIH, HI
or Huntsman LLC) to be an Unrestricted Subsidiary if:


 


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


 


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


 


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


 


39

















 


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


 


(A)                              immediately after giving
effect to such designation, (x) in the case of a Subsidiary of HI, HI is
able to incur at least $1.00 of additional Indebtedness (other than Permitted
Indebtedness of HI) in compliance with Section 4.11(c); and (y) in the
case of a Subsidiary of Huntsman LLC, Huntsman LLC is able to incur at least
$1.00 of additional Indebtedness (other than Permitted Indebtedness of Huntsman
LLC) in compliance with Section 4.11(b); provided that this clause (y)
shall not apply to the redesignation of an Australian Unrestricted Subsidiary;
and


 


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


 


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


 


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


 


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


 


“Voting Stock” of any Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of
the Board of Directors of such Person or other similar governing body of such
Person.


 


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


 


(i)                                     the
then outstanding aggregate principal amount or accreted value (if issued with
original issue discount) of such Indebtedness into


 


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


 


40

















 


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


 


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


 


“Wholly Owned Restricted Subsidiary” of any Person means a
Restricted Subsidiary of such Person where all of the outstanding Capital Stock
or other ownership interests of which (other than directors’ qualifying shares)
shall at the time be owned by such Person and/or by one or more Wholly Owned
Restricted Subsidiaries of such Person.


 


SECTION 1.02.                                              Incorporation
by Reference of TIA.


 


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


 


“Commission” means the SEC.


 


“indenture securities” means the Notes.


 


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


 


“indenture to be qualified” means this Indenture.


 


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


 


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


 


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


 


SECTION 1.03.                                              Rules
of Construction.


 


Unless the context otherwise requires:


 


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


 


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


 


41

















 


(3)                                  “or”
is not exclusive;


 


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


 


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


 


ARTICLE TWO



THE NOTES


 


SECTION 2.01.                                              Form
and Dating.


 


The Initial Notes and the Trustee’s certificate of authentication
relating thereto shall be substantially in the form of Exhibit A-1.  The Exchange Notes and the Trustee’s
certificate of authentication relating thereto shall be substantially in the
form of Exhibit A-2.  The
Notes may have notations, legends or endorsements required by law, stock exchange
rule or usage.  The Company shall
approve the form of the Notes and any notation, legend or endorsement
thereon.  Each Note shall be dated the
date of issuance and shall show the date of its authentication.  Each Note shall have an executed Guarantee
from the Guarantor endorsed thereon substantially in the form of Exhibit E
hereto.


 


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


 


Restricted Global Securities.  (i) 
The Notes shall be issued in the form of one or more Global Securities
(the “Restricted Global Security”) in definitive, fully registered form
without interest coupons, with the legend provided for in Exhibit B
hereto, except as otherwise permitted herein.


 


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


 


42

















 


Regulation S Global Securities.  (i) 
Notes offered and sold in reliance on Regulation S shall be initially
issued in the form of one or more Global Securities in definitive, fully
registered form without interest coupons, with such applicable legends as are
provided for in Exhibit B hereto, except as otherwise permitted
herein.  Until such time as the
Restricted Period shall have terminated, such Global Securities shall be referred
to herein as the “Regulation S Global Securities.”  After such time as the Restricted Period
shall have terminated, such Regulation S Global Securities shall be referred to
herein, as the “Unrestricted Global Securities.”


 


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


 


Notes issued in exchange for interests in a Global Note pursuant to
Section 2.16 may be issued in the form of permanent certificated Notes in
registered form in substantially the form set forth in Exhibits A-1
and A-2 (the “Physical Notes”).


 


SECTION 2.02.                                              Execution
and Authentication; Aggregate Principal Amount.


 


An Officer who shall have been duly authorized by all requisite
corporate actions shall execute the Notes for the Company, and one officer
shall sign the Guarantee for the Guarantor by manual or facsimile signature.


 


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


 


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


 


On the Issue Date, upon Company order the Trustee shall authenticate
and deliver $875,000,000 principal amount at maturity of 15% Senior Secured
Discount Notes due 2008 in the form of Initial Notes.  In addition, at any time, from time to time, the Trustee shall
authenticate and deliver Unrestricted Notes in the form of Exchange Initial
Notes upon a written notice of the Company, for original issuance in the aggregate
principal amount at maturity


 


43

















 


specified in such order, provided
that Unrestricted Notes shall be issuable only upon the valid surrender for
cancellation of Global Securities or other Notes of a like aggregate principal
amount at maturity.  Any such order
shall specify the amount of the Notes to be authenticated and the date on which
the original issue of Notes is to be authenticated, whether the Notes are
Unrestricted Notes and whether (subject to Section 2.01) the Notes are to be
issued as Physical Notes or Global Notes and such other information as the Trustee
may reasonably request.


 


Notwithstanding the foregoing, except as provided in Section 9.02, all
Initial Notes and Unrestricted Notes issued under this Indenture shall vote and
consent together on all matters (as to which any of such Notes may vote or
consent) as one class.


 


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


 


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


 


SECTION 2.03.                                              Registrar
and Paying Agent.


 


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


 


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


 


44

















 


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


 


SECTION 2.04.                                              Paying
Agent To Hold Assets in Trust.


 


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


 


SECTION 2.05.                                              Holder
Lists.


 


The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Holders and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the
Company shall furnish to the Trustee at such times as the Trustee may request
in writing a list as of the applicable accretion dates (as set forth in the
Notes) and in such form as the Trustee may reasonably require of the names and
addresses of the Holders, which list may be conclusively relied upon by the Trustee.


 


SECTION 2.06.                                              Transfer
and Exchange.


 


Subject to Sections 2.15 and 2.16, when Notes are presented to the
Registrar or a co-Registrar with a request to register the transfer of such
Notes or to exchange such Notes for an equal principal amount of Notes of other
authorized denominations, the Registrar or co-Registrar shall register the
transfer or make the exchange as requested if its requirements for such
transaction are met; provided, however, that the Notes presented
or surrendered for transfer or exchange shall be duly endorsed or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Registrar or co-Registrar, duly executed by the Holder thereof or his attorney
duly authorized in writing.  To permit
registrations of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s written
request.  No service charge shall be
made for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to


 


45

















 


cover any transfer tax or similar
governmental charge payable in connection therewith.  The Registrar or co-Registrar shall not be required to register
the transfer of or exchange of any Note (i) during a period beginning at
the opening of business 15 days before the mailing of a notice of redemption
pursuant to Section 3.03 and paragraph 5 of the Notes and ending at the
close of business on the day of such mailing and (ii) selected for
redemption in whole or in part pursuant to Article Three, except the unredeemed
portion of any Note being redeemed in part.


 


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


 


SECTION 2.07.                                              Replacement
Notes.


 


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


 


SECTION 2.08.                                              Outstanding
Notes.


 


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


 


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


 


If on a Redemption Date or the Maturity Date the Paying Agent holds
U.S. Legal Tender, U.S. Government Obligations, or a combination thereof
sufficient to pay all of the


 


46

















 


Accreted Value and any premium
due on the Notes payable on that date and is not prohibited from paying such
money to the Holders thereof pursuant to the terms of this Indenture, then on
and after that date such Notes cease to be outstanding.


 


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


 


SECTION 2.09.                                              Treasury
Notes.


 


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


 


SECTION 2.10.                                              [intentionally
omitted]


 


SECTION 2.11.                                              Cancellation.


 


The Company at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and the
Paying Agent shall forward to the Trustee any Notes surrendered to them for
transfer, exchange or payment.  The
Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent,
and no one else, shall cancel and, at the written direction of the Company,
shall dispose all cancelled Notes in accordance with its customary
procedures.  Subject to Section 2.07,
the Company may not issue new Notes to replace Notes that the Company has paid
or delivered to the Trustee for cancellation. 
If the Company shall acquire any of the Notes, such acquisition shall
not operate as a redemption or satisfaction of the Indebtedness represented by
such Notes unless and until the same are surrendered to the Trustee for
cancellation pursuant to this Section 2.11.


 


47

















 


SECTION 2.12.                                              Defaulted
Interest; Increase of Applicable Rate.


 


The Company will pay interest on overdue Accreted Value from time to
time on demand at a rate equal to the Applicable Rate borne by the Notes, plus
2.00% per annum.  Interest on the Notes
will be computed on the basis of a 360-day year comprised of twelve 30-day
months, and, in the case of a partial month, the actual number of days elapsed.


 


Upon the occurrence and during the continuance of an Event of Default,
the Applicable Rate shall increase by 2.0% per annum; provided that such
increase in the Applicable Rate shall cease in the case of (i) any Event of
Default pursuant to Section 6.01(iv)(A), immediately upon the discharge in
full of the unpaid principal amount of the Indebtedness giving rise to such
Event of Default, and (ii) any Event of Default pursuant to
Section 6.01(iv)(B), immediately upon the rescission or annulment of the
acceleration of Indebtedness giving rise to such Event of Default.


 


SECTION 2.13.                                              CUSIP
Numbers.


 


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


 


SECTION 2.14.                                              Deposit
of Moneys.


 


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


 


SECTION 2.15.                                              Book-Entry
Provisions for Global Securities.


 


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


 


48

















 


Depositary by delivery of a
Company Order to the Trustee specifying such successor Depositary.


 


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


 


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


 


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


 


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


 


SECTION 2.16.                                              Transfer
and Exchange of Securities.


 


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


 


49

















 


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


 


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


 


(iii)                               Restricted
Global Security to Unrestricted Global Security.  If the Holder of a beneficial interest in a Restricted Global
Security of any series wishes at any time to transfer such interest to a Person
who wishes to take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Security of such series, such transfer may be effected,
subject to the Applicable Procedures, only in accordance with this Section
2.16(a)(iii).  Upon receipt by the Registrar,
of (A) written instructions


 


50

















 


given in accordance with the Applicable Procedures from an Agent Member
directing the Registrar to credit or cause to be credited to a specified Agent
Member’s account a beneficial interest in an Unrestricted Global Security in a
principal amount at maturity equal to that of the beneficial interest in a Restricted
Global Security to be so transferred, (B) a written order given in accordance
with the Applicable Procedures containing information regarding the account of
the Agent Member to be credited with, and the account of the Agent Member to be
debited for, such beneficial interest and (C) a certificate in substantially
the form set forth in Exhibit C-2 given by the Holder of such beneficial
interest, the principal amount at maturity of the Restricted Global Security
shall be reduced, and the principal amount at maturity of an Unrestricted
Global Security shall be increased, by the principal amount at maturity of the
beneficial interest in a Restricted Global Security to be so transferred, in
each case by means of an appropriate adjustment on the records of the Registrar
and the Registrar shall instruct DTC or its authorized representative to make a
corresponding adjustment to its records and to credit or cause to be credited
to the account of the Person specified in such instructions a beneficial
interest in an Unrestricted Global Security having a principal amount at
maturity equal to the amount so transferred.


 


(iv)                              Regulation
S Global Security or Unrestricted Global Security to Restricted Global Security.  If the Holder of a beneficial interest in a
Regulation S Global Security of any series or an Unrestricted Global Security
of any series wishes at any time to transfer such interest to a Person who
wishes to take delivery thereof in the form of a beneficial interest in a
Restricted Global Security of such series, such transfer may be effected,
subject to the Applicable Procedures, only in accordance with this Section 2.16(a)(iv).  Upon receipt by the Registrar of (A) written
instructions given in accordance with the Applicable Procedures from an Agent
Member directing the Registrar to credit or cause to be credited to a specified
Agent Member’s account a beneficial interest in a Restricted Global Security in
a principal amount at maturity equal to that of the beneficial interest in a
Regulation S Global Security or an Unrestricted Global Security to be so
transferred, (B) a written order given in accordance with the Applicable
Procedures containing information regarding the account of the Agent Member to
be credited with, and the account of the Agent Member to be debited for, such
beneficial interest and (C) with respect to a transfer of a beneficial interest
in a Regulation S Global Security (but not an Unrestricted Global Security) to
a Person whom the transferor reasonably believes is a “qualified institutional
buyer” within the meaning of Rule 144A under the Securities Act, a certificate
in substantially the form set forth in Exhibit C-3 given by the Holder
of such beneficial interest, the principal amount at maturity of a Restricted
Global Security shall be increased, and the principal amount at maturity of a
Regulation S Global Security or an Unrestricted Global Security shall be
reduced, by the principal amount at maturity of the beneficial interest in a
Restricted Global Security to be so transferred, in each case by means of an appropriate
adjustment on the records of the Registrar and the Registrar shall instruct


 


51

















 


DTC or its authorized representative to make a corresponding adjustment
to its records and to credit or cause to be credited to the account of the
Person specified in such instructions a beneficial interest in the Restricted
Global Security having a principal amount at maturity equal to the amount so
transferred.


 


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


 


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


 


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


 


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


 


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


 


52

















 


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


 


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


 


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


 


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


 


53

















 


SECTION 2.17.                                              Special
Transfer Provisions.


 


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


 


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


 


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


 


The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.15, 2.16 or this Section
2.17 for a period of two years, after which time such letters, notices and
other written communications shall at the written request of the Company be
delivered to the Company.  The Company shall
have the right to inspect and make copies of all such letters, notices or other
written communications at any reasonable time upon the giving of reasonable
prior written notice to the Registrar.


 


ARTICLE THREE



REDEMPTION


 


SECTION 3.01.                                              Notices
to Trustee.


 


If the Company elects to redeem Notes pursuant to paragraph 5 of the
Notes, it shall notify the Trustee and the Paying Agent in writing of the
Redemption Date and the aggregate Accreted Value of the Notes to be
redeemed.  Such notice must be given at
least 45 days prior to the Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee), but shall not be given more than 60 days before
the Redemption Date.  Any such notice


 


54

















 


may be cancelled at any time
prior to notice of such redemption being mailed to any Holder and shall thereby
be void and of no effect.


 


SECTION 3.02.                                              Selection
and Notice.


 


If less than all the Notes are to be redeemed at any time in connection
with a redemption pursuant to paragraph 5 of the Notes, the Trustee will select
Notes for redemption as follows:


 


(1)                                  if
the Notes are listed, in compliance with the requirements of the principal
national securities exchange on which the Notes are listed; or


 


(2)                                  if
the Notes are not so listed, on a pro rata basis, by lot or by such method as
the Trustee shall deem fair and appropriate.


 


No Notes of $1,000 principal amount at maturity or less shall be
redeemed in part.


 


SECTION 3.03.                                              Notice
of Redemption.


 


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


 


(1)                                  the
Redemption Date;


 


(2)                                  the
redemption price (the “Redemption Price”);


 


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


 


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


 


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


 


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


 


55

















 


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


 


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


 


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


 


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


 


SECTION 3.04.                                              Effect
of Notice of Redemption.


 


Once notice of redemption is mailed in accordance with
Section 3.03, Notes called for redemption become due and payable on the
Redemption Date and at the Redemption Price. 
Upon surrender to the Trustee or Paying Agent, such Notes called for
redemption shall be paid at the Redemption Price.  Interest shall accrue on or after the Redemption Date and shall
be payable only if the Company defaults in payment of the Redemption Price in
accordance with Section 2.12.


 


SECTION 3.05.                                              Deposit
of Redemption Price.


 


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


 


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


 


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SECTION 3.06.                                              Notes
Redeemed in Part.


 


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


 


ARTICLE FOUR



COVENANTS


 


SECTION 4.01.                                              Payment
of the Notes.


 


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


 


SECTION 4.02.                                              Maintenance
of Office or Agency.


 


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


 


SECTION 4.03.                                              Limitation
on Restricted Payments.


 


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


 


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


 


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


 


(A)                              100% of the aggregate net
cash proceeds received by the Company from any Person (other than a Subsidiary
of the Company) from the issuance


 


57

















 


and sale subsequent to the Issue Date and on
or prior to the date the Restricted Payment occurs of Qualified Capital Stock
of the Company; plus


 


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


 


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


 


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


 


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


 


(iii)                               the
acquisition of any Indebtedness of the Company that is subordinate or junior in
right of payment to the Notes either (A) solely in exchange for shares of
Qualified Capital Stock of the Company, or (B) if no Default or Event of
Default shall have occurred and be continuing, through the application of net
proceeds of a substantially concurrent sale or incurrence for cash (other than
to a Subsidiary of the Company) of (x) shares of Qualified Capital Stock of the
Company or (y) Refinancing Indebtedness;


 


(iv)                              so
long as no Default or Event of Default shall have occurred and be continuing,
repurchases by the Company of, or dividends to Parent to permit repurchases by
Parent of, Common Stock of the Company or Parent from employees of Parent, the
Company or any of its Subsidiaries or their authorized representatives upon the
death, disability or termination of employment of such employees, in an
aggregate amount not to exceed $4.0 million in any fiscal year;


 


(v)                                 payments
by the Company to Parent pursuant to the Tax Sharing Agreement;


 


(vi)                              payments
to Parent for legal, audit, and other expenses directly relating to the
administration of Parent which, when aggregated with loans made to Parent in
accordance with clause (xiv) under the definition of “Permitted Investments,”
will not exceed $3.0 million in any fiscal year;


 


58

















 


(vii)                           payments
of dividends on Disqualified Capital Stock issued in accordance with Section
4.11;


 


(viii)                        Investments
by Huntsman LLC or any of its Restricted Subsidiaries so long as at the time of
such Investment or immediately after giving effect thereto:


 


(A)                              no Default or an Event of
Default shall have occurred and be continuing;


 


(B)                                Huntsman LLC is able to
incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness
of Huntsman LLC) in compliance with Section 4.11(b); and


 


(C)                                the aggregate amount of
Investments made after the Issue Date under this clause (viii), including
the fair market value as determined reasonably and in good faith by the board
of managers of Huntsman LLC of non-cash amounts constituting Investments, shall
not exceed 50% of the cumulative Consolidated Net Income (or if cumulative
Consolidated Net Income shall be a loss, minus 100% of such loss) of Huntsman
LLC and its Restricted Subsidiaries earned from the Issue Date through the last
day of the last full fiscal quarter immediately preceding the date the
Investment occurs (treating such period as a single accounting period);


 


(ix)                                Investments
by HI or any of its Restricted Subsidiaries so long as at the time of such
Investment or immediately after giving effect thereto:


 


(A)                              no Default or an Event of
Default shall have occurred and be continuing;


 


(B)                                HI is able to incur at
least $1.00 of additional Indebtedness (other than Permitted Indebtedness of
HI) in compliance with Section 4.11(c); and


 


(C)                                the aggregate amount of
Investments made after June 30, 1999, including the fair market value as determined
reasonably and in good faith by the board of managers of HI of non-cash amounts
constituting Investments, shall not exceed 50% of the cumulative Consolidated
Net Income (or if cumulative Consolidated Net Income shall be a loss, minus
100% of such loss) of HI earned from June 30, 1999 through the last day of the
last full fiscal quarter immediately preceding the date the Restricted Payment
occurs (treating such period as a single accounting period);


 


59

















 


(x)                                   Investments
by the Company in Capital Stock of the Company’s Unrestricted Subsidiaries to
the extent such Capital Stock was contemporaneously contributed to the Company
from holders of the Company’s Capital Stock; and


 


(xi)                                payments
to Parent in connection with any initial public offering or a sale of all or
substantially all the assets of Parent in an aggregate amount not to exceed
$10.0 million.


 


In determining the aggregate amount of Restricted Payments made
subsequent to the Issue Date in accordance with clause (ii) of paragraph (a) of
this Section 4.03, cash amounts expended pursuant to clauses (i), (ii) and (iv)
of this paragraph (b) shall be included in such calculation.


 


(c)                                  For
purposes of determining compliance with this Section 4.03, if a Restricted Payment
would be permitted to be made by one or more of the provisions of paragraphs
(a) or (b) above, the Company may classify, on the date of making such
Restricted Payment, which provision such Restricted Payment shall be made
pursuant to, and the Company may change such classification, at its sole
discretion, at any time thereafter.


 


(d)                                 Not
later than the date of making any Restricted Payment pursuant to clause (ii) of
paragraph (a) of this Section 4.03, the Company shall deliver to the Trustee an
Officers’ Certificate stating that such Restricted Payment complies with this
Indenture and setting forth in reasonable detail the basis upon which the
required calculations were computed, which calculations may be based upon the
Company’s quarterly financial statements last provided to the Trustee pursuant
to Section 4.09.


 


SECTION 4.04.                                              Corporate
Existence.


 


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


 


SECTION 4.05.                                              Payment
of Taxes and Other Claims.


 


The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all material taxes,
assessments and governmental charges (including withholding taxes and any
penalties, interest and additions to taxes) levied or imposed upon it or any of
its Restricted Subsidiaries or properties of it or any of its


 


60

















 


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


 


SECTION 4.06.                                              Maintenance
of Properties and Insurance.


 


(a)                                  The
Company shall, and shall cause each of its Restricted Subsidiaries to, make all
reasonable efforts to maintain its material properties in normal condition
(subject to ordinary wear and tear) and make all reasonably necessary repairs,
renewals or replacements thereto as in the judgment of the Company may be
reasonably necessary to the conduct of the business of the Company and its
Restricted Subsidiaries; except for such noncompliances as are not in the
aggregate reasonably likely to have a material adverse effect on the financial
condition or results of operations of the Company and its Restricted
Subsidiaries taken as a whole.


 


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


 


SECTION 4.07.                                              Compliance
Certificate; Notice of Default.


 


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


 


(b)                                 The
annual financial statements delivered to the Trustee pursuant to Section 4.09
shall be accompanied by a written report of the Company’s independent


 


61

















 


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


 


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


 


SECTION 4.08.                                              Compliance
with Laws.


 


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


 


SECTION 4.09.                                              Reports
to Holders.


 


Whether or not required by the Commission, so long as any Notes are
outstanding, beginning with the quarter ended June 30, 2003 and until the date
the Exchange Offer (as defined in the Registration Rights Agreement) is
consummated and thereafter at any time not filed with the Commission, each of
the Company, Huntsman LLC and HI must furnish to the Holders of Notes and the
Trustee, within the time period specified in the Commission’s rules and
regulations including any extension periods available under such rules and
regulations and excluding any requirement and time periods applicable to
“accelerated filers” (as defined in Rule 12b-2 under the Exchange Act) under
such rules and regulations, and make available to securities analysts and
potential investors upon request:


 


(i)                                     all
quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K if such Person were
required to file such Forms, including a “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and, with respect to the
annual information


 


62

















 


only, a report on the annual financial statements by such Person’s
certified independent accountants; and


 


(ii)                                  all
current reports that would be required to be filed with the SEC on Form 8-K if
such Person were required to file such reports.


 


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


 


In addition, whether or not required by the Commission, after the date
the Exchange Offer (as defined in the Registration Rights Agreement) is
required to be consummated, the Company will file a copy of all the information
and reports referred to in clauses (i) and (ii) above (in the case of
information and reports relating to Huntsman LLC and HI, to the extent not otherwise
filed with the Commission by Huntsman LLC and HI) with the Commission for
public availability within the time periods specified in the Commission’s rules
and regulations (unless the Commission will not accept such a filing) including
any extension periods available under such rules and regulations and excluding
any requirement and time periods applicable to “accelerated filers” (as defined
in Rule 12b-2 under the Exchange Act) under such rules and regulations, and
make such information available to securities analysts and prospective
investors upon request.


 


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


 


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


 


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SECTION 4.11.                                              Limitation
on Incurrence of Additional Indebtedness.


 


(a)                                  The
Company will not, directly or indirectly, create, incur, assume, guarantee,
acquire, become liable, contingently or otherwise, with respect to, or
otherwise become responsible for payment of (collectively, “incur”) any
Indebtedness other than Permitted Indebtedness of the Company.


 


(b)                                 Huntsman
LLC will not, and will not permit any of its Restricted Subsidiaries to, incur
any Indebtedness other than Permitted Indebtedness of Huntsman LLC; provided,
however, that if no Default or Event of Default shall have occurred and
be continuing at the time of or as a consequence of the incurrence of any such
Indebtedness, Huntsman LLC and/or its Restricted Subsidiaries may incur
Indebtedness (including Acquired Indebtedness) in each case if, on the date of
the incurrence of such Indebtedness, after giving effect to the incurrence
thereof, the Consolidated Fixed Charge Coverage Ratio of Huntsman LLC is
greater than 2.0 to 1.0.


 


(c)                                  HIH
will not, and will not permit any of its Restricted Subsidiaries to, incur any
Indebtedness other than Permitted Indebtedness of HI and Permitted Indebtedness
of HIH; provided, however, that if no Default or Event of Default
shall have occurred and be continuing at the time of or as a consequence of the
incurrence of any such Indebtedness, HI and its Restricted Subsidiaries may
incur Indebtedness (including Acquired Indebtedness) in each case if, on the
date of the incurrence of such Indebtedness, after giving effect to the
incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of HI is
greater than 2.0 to 1.0.


 


SECTION 4.12.                                              Limitation
on Asset Sales.


 


(a)                                  The
Company will not, and will not permit any of its Restricted Subsidiaries to,
sell, transfer or otherwise dispose of any Collateral.  In addition, the Company will not, and will
not permit any of its Restricted Subsidiaries to, consummate an Asset Sale
unless:


 


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


 


(ii)                                  at
least 75% of the consideration received by the Company or the applicable
Restricted Subsidiary from the Asset Sale is in the form of cash or Cash
Equivalents, and is received at the time of the Asset Sale.  For the purposes of this provision, the amount
of any liabilities shown on the most recent applicable balance sheet of the
Company or the applicable Restricted Subsidiary, other than liabilities that


 


64

















 


are by their terms subordinated to the Notes, that are assumed by the
transferee of any such assets will be deemed to be cash for purposes of this
provision; and


 


(iii)                               upon
the consummation of an Asset Sale, the Company applies, or causes the
applicable Restricted Subsidiary to apply, the Net Cash Proceeds relating to
the Asset Sale within 365 days of having received the Net Cash Proceeds to:


 


(A)                              prepay any Indebtedness
of a Restricted Subsidiary of the Company that is the seller or either the
parent or a Subsidiary of the seller in such Asset Sale (other than
Indebtedness of HIH that is pari passu with or subordinated to the B
Notes) and, in the case of any such Indebtedness under any revolving credit
facility, effect a permanent reduction in the availability under such revolving
credit facility;


 


(B)                                make an investment in
or expenditures for properties and assets (including Capital Stock of any
entity) that replace the properties and assets that were the subject of the
Asset Sale or in properties and assets (including Capital Stock of any entity)
that will be used in the business of Huntsman LLC and its Restricted Subsidiaries
or HI and its Restricted Subsidiaries, depending upon the identity of the
seller in such Asset Sale, in each case on the Issue Date of the notes or in
businesses reasonably related thereto (“Replacement Assets”); and/or


 


(C)                                make an acquisition of
all the Capital Stock or assets of any Person or division conducting a business
reasonably related to that of Huntsman LLC and its Restricted Subsidiaries or
HI and its Restricted Subsidiaries, depending on the identity of the seller in
such Asset Sale, in each case on the Issue Date, or


 


(D)                               a combination of
prepayment, repurchase and investment permitted by foregoing clauses (A), (B)
and (C).


 


(b)                                 Any
Net Proceeds that the Company does not apply, or decides not to apply, in
accordance with the preceding paragraph (a) will constitute a “Net Proceeds
Offer Amount.”  The 366th day after
an Asset Sale or any earlier date on which the board of the Company or board of
the applicable Restricted Subsidiary determines not to apply the Net Cash
Proceeds in accordance with the preceding paragraph (a) is a “Net Proceeds
Offer Trigger Date”.  When the
aggregate amount of the Net Proceeds Offer Amount is equal to or exceeds $30.0
million, the Company or such Restricted Subsidiary must make an offer to
purchase (a “Net Proceeds Offer”) on a date that is not less than 30 nor
more than 45 days following the applicable Net Proceeds Offer Trigger Date,
from (i) all holders of Notes, and (ii) all holders of Indebtedness of the
Company that is pari passu with the Notes, on a pro rata basis, the maximum
Accreted Value of Notes or accreted value of pari passu Indebtedness


 


65

















 


that may be purchased with the Net Proceeds
Offer Amount.  The offer price in any
Net Proceeds Offer will be equal to 100% of the Accreted Value of the Notes to
be purchased on the date of purchase. 
Notwithstanding clause (iii) of paragraph (a) of this Section 4.12 or
this paragraph (b), the Company shall have up to 425 days to comply with such
clause (iii) and the Net Proceeds Offer Trigger Date shall be extended to the
426th day after an Asset Sale to the extent that Subsidiaries of the Company
require such extra time in order to comply with their debt instruments
(including, without limitation, credit agreements and indentures) that require
an offer to purchase debt securities to actually be made with the proceeds of
asset sales.


 


(c)                                  The
following events will be deemed to constitute an Asset Sale and the Net
Proceeds from such Asset Sale must be applied in accordance with this covenant:


 


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


 


(ii)                                  in
the event of the transfer of substantially all, but not all, of the property
and assets of the Company and its Restricted Subsidiaries as an entirety to a
Person in a transaction permitted under Section 5.01, and as a result thereof
the Company is no longer an obligor on the Notes, the successor corporation
shall be deemed to have sold the properties and assets of the Company and its Restricted
Subsidiaries not so transferred for purposes of this Section 4.12, and shall
comply with the provisions of this Section 4.12 with respect to such deemed
sale as if it were an Asset Sale.  In
addition, the fair market value of such properties and assets of the Company or
its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash
Proceeds for purposes of this Section 4.12.


 


(d)                                 Notwithstanding
the provisions described in paragraph (a) of this Section 4.12, the
Company and its Restricted Subsidiaries may consummate an Asset Sale without
complying with such paragraph (a) to the extent:


 


(A)                              at least 80% of the
consideration for such Asset Sale constitutes Replacement Assets purchased by
Huntsman LLC and its Restricted Subsidiaries or HI and its Restricted Subsidiaries,
depending on the identity of the seller in such Asset Sale; and


 


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


 


Any consideration that does not
constitute Replacement Assets that is received by the Company or any of its
Restricted Subsidiaries in connection with any Asset Sale permitted under this
paragraph will constitute Net Cash Proceeds and will be subject to the
paragraphs (a)(i), (b) and (c) of this Section 4.12.


 


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(e)                                  Each
notice of a Net Proceeds Offer pursuant to this Section 4.12 shall be
mailed, by first-class mail, by the Company to Holders of Notes at their last
registered address not more than 30 days following the Net Proceeds Offer Trigger
Date, with a copy to the Trustee.  The
notice shall contain all instructions and materials necessary to enable such
Holders to tender Notes pursuant to the Net Proceeds Offer and shall state the
following terms:


 


(i)                                     that
the Net Proceeds Offer is being made pursuant to Section 4.12 of the
Indenture, that all Notes tendered will be accepted for payment; provided,
however, that if the aggregate Accreted Value of Notes tendered in a Net
Proceeds Offer at the expiration of such offer and the lesser of the accreted
value or aggregate principal amount of any other Indebtedness of the Company
requiring an offer to purchase with Net Cash Proceeds exceeds the aggregate
amount of the Net Proceeds Offer, the Company shall select the Notes and such
other Indebtedness to be purchased on a pro rata basis (with such adjustments
as may be deemed appropriate by the Company so that only Notes in denominations
of $1,000 or multiples thereof shall be purchased) and that the Net Proceeds
Offer shall remain open for a period of 20 Business Days or such longer periods
as may be required by law;


 


(ii)                                  the
purchase price and the payment date (which shall be not less than 30 nor more
than 45 days following the applicable Net Proceeds Offer Trigger Date and which
shall be at least five Business Days after the Trustee receives notice thereof
from the Company) (the “Net Proceeds Offer Payment Date”);


 


(iii)                               that
any Note not tendered will continue to accrete;


 


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


 


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


 


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


 


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


 


On or before the Net Proceeds Offer Payment Date, the Company shall
(i) accept for payment Notes or portions thereof (in integral multiples of
$1,000) validly tendered pursuant to the Net Proceeds Offer, (ii) deposit
with the Paying Agent in accordance with Section 2.14 U.S. Legal Tender
sufficient to pay the purchase price plus accrued and unpaid interest, if any,
of all Notes to be purchased and (iii) deliver to the Trustee Notes so
accepted together with an Officers’ Certificate stating the Notes or portions
thereof being purchased by the Company. 
Upon receipt by the Paying Agent of the monies specified in
clause (ii) above and a copy of the Officers’ Certificate specified in
clause (iii) above, the Paying Agent shall promptly mail to the Holders of
Notes so accepted payment in an amount equal to the purchase price out of the
funds deposited with the Paying Agent in accordance with the preceding
sentence.  The Trustee shall promptly
authenticate and mail to such Holders new Notes equal in principal amount at
maturity to any unpurchased portion of the Notes surrendered.  Upon the payment of the purchase price for
the Notes accepted for purchase, the Trustee shall cancel the Notes.  Any monies remaining after the purchase of
Notes pursuant to a Net Proceeds Offer shall be returned within three Business
Days by the Trustee to the Company except with respect to monies owed as
obligations to the Trustee pursuant to Article Seven.  For purposes of this Section 4.12, the Trustee shall act as
the Paying Agent.


 


To the extent the Accreted Value of Notes tendered pursuant to any Net
Proceeds Offer and the lesser of the accreted value or aggregate principal
amount of other Indebtedness of the Company requiring an offer to purchase is
less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer,
the Company may use any remaining portion of such Net Cash Proceeds not
required to fund the repurchase of tendered Notes for general corporate purposes
and such Net Proceeds Offer Amount shall be reset to zero.


 


(f)                                    The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable in connection with the repurchase of Notes
pursuant to a Net Proceeds Offer.  To
the extent that the provisions of any securities laws or regulations conflict
with Section 4.12, the Company shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations
under Section 4.12 by virtue thereof.


 


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


 


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


 


(i)                                     applicable
law;


 


(ii)                                  this
Indenture;


 


(iii)                               the
Credit Facilities;


 


(iv)                              agreements
and instruments existing on the Issue Date to the extent and in the manner such
agreements are in effect on the Issue Date;


 


(v)                                 Indebtedness
incurred by HI or any of its Restricted Subsidiaries or Huntsman LLC or any of
its Restricted Subsidiaries after the Issue Date to the extent (x) permitted
under Section 4.11 and (y) the provisions relating to such encumbrance or
restriction contained in any such Indebtedness are no less favorable to the
Company in any material respect as determined by the Board of Directors of the
Company in their reasonable and good faith judgment then the provisions
relating to such encumbrance or restriction contained in the Credit Facilities;


 


(vi)                              customary
non-assignment provisions of any contract or any lease governing a leasehold
interest of the Company or any of its Restricted Subsidiaries;


 


(vii)                           any
agreements existing at the time of acquisition of any Person or the properties
or assets of the Person so acquired (including agreements governing Acquired
Indebtedness), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person or the
properties or assets of the Person so acquired;


 


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


 


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


 


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


 


(xi)                                Liens
incurred in accordance with Section 4.15;


 


(xii)                             any
restriction under an agreement governing Indebtedness of a Foreign Subsidiary
permitted to be incurred by Section 4.11;


 


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


 


(xiv)                         customary
restrictions in Capitalized Lease Obligations, security agreements or mortgages
securing Indebtedness of the Company or any of its Restricted Subsidiaries to
the extent such restrictions restrict the transfer of the property subject to
such Capitalized Lease Obligations, security agreements or mortgages;


 


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


 


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


 


(xvii)                      an
agreement governing Indebtedness incurred to Refinance the Indebtedness issued,
assumed or incurred pursuant to an agreement referred to in clauses (ii),
(iv), (v), (vii), (x), (xi) and (xiv) above; provided, however,
that the provisions relating to such encumbrance or restriction contained in
any such Indebtedness are no less favorable to the Company in any material
respect as determined by the Board of Directors of the Company in their
reasonable and good faith judgment than the provisions relating to such
encumbrance or restriction contained in agreements referred to in such
clauses (ii), (iv), (v), (vii), (x), (xi) and (xiv).


 


SECTION 4.14.                                              Limitation
on Preferred Stock of Restricted Subsidiaries.


 


The Company will not permit any of its Restricted Subsidiaries to issue
any Preferred Stock (other than to the Company or to a Wholly Owned Restricted
Subsidiary of the Company) or permit any Person (other than the Company or any
of its Restricted Subsidiaries) to own any Preferred Stock of any Wholly Owned
Restricted Subsidiary of the Company.


 


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SECTION 4.15.                                              Limitation
on Liens.


 


The Company shall not create, incur or otherwise cause or suffer to
exist or become effective any Liens of any kind upon any property or assets
(including without limitation, the Capital Stock of any Restricted Subsidiaries
owned directly by the Company, but not the Capital Stock of Restricted
Subsidiaries owned by other Restricted Subsidiaries of the Company) of the
Company or the Collateral, except for Permitted Liens.


 


SECTION 4.16.                                              Limitations
on Transactions with Affiliates.


 


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


 


(i)                                     Affiliate
Transactions permitted under the provision described in the last paragraph of
this paragraph (a); and


 


(ii)                                  Affiliate
Transactions on terms that are no less favorable to the Company or the relevant
Restricted Subsidiary than those terms that might reasonably have been obtained
in a comparable transaction by the Company or the relevant Restricted
Subsidiary and a Person that is not an Affiliate of the Company or the relevant
Restricted Subsidiary.


 


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


 


If the Company or any of its Restricted Subsidiaries enters into an
Affiliate Transaction that involves an aggregate fair market value of more than
$10 million, then prior to the consummation of the Affiliate Transaction, the
parties to such Affiliate Transaction must obtain a favorable opinion as to the
fairness of such transaction or series of related transactions to the Company
or the relevant Restricted Subsidiary, as the case may be, from a financial
point of view, from an Independent Financial Advisor and file the same with the
trustee.


 


The restrictions described in the preceding paragraphs of this
paragraph (a) under this Section 4.16 do not apply to:


 


(i)                                     reasonable
fees and compensation paid to and indemnity provided on behalf of, officers,
directors, managers, employees or consultants of the Company or


 


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any of its Restricted Subsidiaries as determined in good faith by the
Company’s board of directors or senior management;


 


(ii)                                  transactions
exclusively between or among the Company and any of its Restricted Subsidiaries
or exclusively between or among such Restricted Subsidiaries, provided
such transactions are not otherwise prohibited by this Indenture (including,
without limitation, Section 4.16(b));


 


(iii)                               any
agreement as in effect as of the Issue Date or contemplated under the
Contribution Agreement or any amendment thereto or any transaction contemplated
thereby or in any replacement agreement thereto so long as any such amendment
or replacement agreement is not more disadvantageous to the Holders in any
material respect than the original agreement;


 


(iv)                              Permitted
Investments and Restricted Payments made in compliance with Section 4.03, other
than Permitted Investments that are made in Unrestricted Subsidiaries of the
Company created or acquired after the Issue Date and Investments that are part
of the same transaction or series of related transactions that exceed $15.0 million
in the aggregate;


 


(v)                                 transactions
between or among any of the Company, any of its Subsidiaries and any
Securitization Entity in connection with a Qualified Securitization
Transaction, in each case provided that such transactions are not otherwise
prohibited by the indenture; and


 


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


 


(b)                                 The
Company will not permit Huntsman LLC and any of its Restricted Subsidiaries, on
the one hand, to, directly or indirectly, enter into or permit to exist any
transaction or series of related transactions (including, without limitation,
any sale, conveyance, transfer, lease or assignment of assets or properties and
any Investment), or for the benefit of, HIH and any of its Restricted
Subsidiaries, on the other hand, or vice versa (each, an “Intercompany
Transaction”), other than:


 


(i)                                     Intercompany
Transactions permitted under the provision described in the last paragraph of
this paragraph (b); and


 


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(ii)                                  Intercompany
Transactions on terms that are no less favorable to Huntsman LLC, HIH and the
relevant Restricted Subsidiary(ies) than those terms that might reasonably have
been obtained in a comparable transaction by Huntsman LLC, HIH and the relevant
Restricted Subsidiary(ies) and an unrelated Person.


 


The Board of Directors of each of Huntsman LLC, HIH and the relevant
Restricted Subsidiary(ies) must approve each Intercompany Transaction to which
they are a party that involves aggregate payments or other property with a fair
market value in excess of $5 million. 
This approval must be evidenced by a Board Resolution that states that
the Board of Directors has determined that the transaction complies with the
foregoing provisions.


 


If Huntsman LLC, HIH and any Restricted Subsidiary(ies) thereof enters
into an Intercompany Transaction that involves an aggregate fair market value
of more than $10 million, then prior to the consummation of the Intercompany
Transaction, the parties to such Intercompany Transaction must obtain a
favorable opinion as to the fairness of such transaction or series of related
transactions to Huntsman LLC, HIH and any Restricted Subsidiary(ies) party
thereto from a financial point of view, from an Independent Financial Advisor
and file the same with trustee.


 


The restrictions described in the preceding paragraphs of this
paragraph (b) of Section 4.16 do not apply to:


 


(i)                                     any
agreement as in effect as of the Issue Date or contemplated under the
Contribution Agreement or any amendment thereto or any transaction contemplated
thereby in any replacement agreement thereto so long as any such amendment or
replacement agreement is not more disadvantageous to the Holders in any
material respect than the original agreement; and


 


(ii)                                  transactions
relating to the purchase or sale of goods or services, in each case in the
ordinary course of business and otherwise in compliance with the terms of the
indenture which when taken together are fair to Huntsman LLC, HIH and the Restricted
Subsidiary(ies), in the reasonable determination of the Board of Directors of
the Company or the senior management thereof, or are on terms at least as favorable
as might reasonably have been obtained at such time from an unaffiliated party.


 


SECTION 4.17.                                              Limitation
of Guarantees by Restricted Subsidiaries.


 


The Company will not permit either Huntsman LLC and its Restricted
Subsidiaries or HIH and its Restricted Subsidiaries to, directly or indirectly,
by way of the pledge of any intercompany note or otherwise, to assume, guarantee
or in any other manner become liable with respect to any Indebtedness of HIH
and its Restricted Subsidiaries or Huntsman LLC and its Restricted
Subsidiaries, respectively.  In
addition, the Company will not permit


 


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any of its Restricted
Subsidiaries to, directly or indirectly, by way of the pledge of any
intercompany note or otherwise, assume, guarantee or in any other manner become
liable with respect to any Indebtedness (other than these Notes) of the
Company.


 


SECTION 4.18.                                              Capital
Stock of Certain Subsidiaries.


 


The Company will at all times, directly or indirectly, hold
(i) 100% of the membership interests of Huntsman LLC and (ii) at least
311.111 units of HIH.  If the Company
creates or acquires a Subsidiary after the Issue Date that is not also a
Subsidiary of Huntsman LLC or HIH (including, without limitation, Vantico Group
S.A. or any Subsidiary that is a holding company thereof) such Subsidiary shall
be required to be an Unrestricted Subsidiary under this Indenture at all times
(each, a “Company Unrestricted Subsidiary”).


 


SECTION 4.19.                                              Excess
Cash Flow.


 


The Company will, within 120 days after the end of each fiscal year
beginning at December 31, 2003, deliver an Officers’ Certificate certifying
(1) the calculation of Excess Cash Flow for such fiscal year, and (2) the
amount of Excess Cash Flow (i) that has been used since the end of such fiscal
year and (ii) that the Board of Directors of the Company has determined in good
faith will be used to fund the Company’s business plan and/or liquidity needs
for the next twelve (12) calendar months following the date of such Officers’
Certificate (the sum of the amounts in such clause (i) and (ii), the “Reserved
Cash Flow Amount”).  The Company shall
cause its Restricted Subsidiaries, to the extent not restricted by any
encumbrances or restrictions described in any of the clauses (i) through (xvii)
of Section 4.13, to pay or distribute the amount of Excess Cash Flow, if any,
in excess of the Reserved Cash Flow Amount to the Company no later than the
130th day after the end of such fiscal year beginning at December 31,
2003.  Such funds will be used by the
Company to (x) purchase, defease, redeem, prepay or otherwise acquire or retire
for value the Notes in accordance with the provisions of this Indenture, or (y)
be deposited in a cash collateral account of the Company under the Security
Documents for the benefit of the Holders of the Notes.


 


SECTION 4.20.                                              Conduct
of Business.


 


The Company and its Restricted Subsidiaries (other than a
Securitization Entity) will not engage in any businesses which are not the
same, similar or related to the businesses in which the Company and its
Restricted Subsidiaries were engaged on the Issue Date, except to the extent
that after engaging in any new business, the Company and its Restricted Subsidiaries,
taken as a whole, remain substantially engaged in similar lines of business as
were conducted by them on the Issue Date. 
The Company shall not engage in any business other than holding the
membership interests of Huntsman LLC and the HIH Equity Interests, the B Notes
and Permitted Investments and Restricted Payments made in accordance with the
terms of this Indenture.  The Guarantor
shall not engage in any business other than ownership of the 300 units of HIH.


 


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SECTION 4.21.                                              Change
of Control.


 


(a)                                  Upon
the occurrence of a Change of Control, each Holder will have the right to
require that the Company purchase all or any part (equal to $1,000 principal
amount at maturity or an integral multiple thereof) of such Holder’s Notes in
cash pursuant to the offer described below (the “Change of Control Offer”),
at a purchase price equal to 101% of the Accreted Value on the date of purchase.  If a Change of Control occurs as a result of
a sale of all or substantially all of the assets of the Company and its
Subsidiaries in accordance with the provisions of Section 5.01, then
notwithstanding the foregoing, the provisions of this Section 4.21 requiring a
Change of Control Offer shall apply to and be the obligation of solely the
purchaser of such assets.


 


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


 


(i)                                     that
the Change of Control Offer is being made pursuant to Section 4.21 of this
Indenture and that all Notes validly tendered and not withdrawn will be
accepted for payment;


 


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


 


(iii)                               that
any Note not tendered will continue to accrete;


 


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


 


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


 


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


 


75

















 


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


 


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


 


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


 


(c)                                  On
or before the Change of Control Payment Date, the Company shall (i) accept for
payment all Notes or portions thereof (in integral multiples of $1,000) validly
tendered pursuant to the Change of Control Offer, (ii) deposit with the
Paying Agent in accordance with Section 2.14 U.S. Legal Tender sufficient
to pay the purchase price of all Notes to be purchased and (iii) deliver
or cause to be delivered to the Trustee Notes so accepted together with an
Officers’ Certificate stating the aggregate Accreted Value of the Notes or portions
thereof being purchased by the Company. 
Upon receipt by the Paying Agent of the monies specified in
clause (ii) above and a copy of the Officers’ Certificate specified in
clause (iii) above, the Paying Agent shall promptly mail to the Holders of
Notes so accepted payment in an amount equal to the purchase price, out of the
funds deposited with the Paying Agent in accordance with the preceding
sentence.  The Trustee shall promptly
authenticate and mail or cause to be transferred by book-entry to such Holders
new Notes equal in principal amount at maturity to any unpurchased portion of
the Notes surrendered, if any, provided that each such new Note will be
in the same currency as the surrendered Note and in a principal amount at
maturity of $1,000 or an integral multiple thereof.  Upon the payment of the purchase price for the Notes accepted for
purchase, the Trustee shall cancel the Notes purchased by the Company.  Any monies remaining after the purchase of
Notes pursuant to a Change of Control Offer shall be returned within three Business
Days by the Trustee to the Company except with respect to monies owed as
obligations to the Trustee pursuant to Article Seven.  For purposes of this Section 4.21, the Trustee shall act as
the Paying Agent.


 


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


 


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SECTION 4.22.                                              B
Notes.


 


The Company shall not amend or modify in any material respect or waive
any material provisions under the B Notes or the B Notes Indenture without the
prior written approval of Holders of the Notes representing a majority of the
Accreted Value of the outstanding Notes. 
The Company will not permit HIH to redeem the B Notes prior to their
final maturity date unless the proceeds thereof are immediately applied by the
Company to redeem all (but not less than all) of the Notes pursuant to Article
III of this Indenture.


 


SECTION 4.23.                                              Calculation
of Original Issue Discount.


 


The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on outstanding
Notes as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Code.


 


ARTICLE FIVE



SUCCESSOR CORPORATION


 


SECTION 5.01.                                              Merger,
Consolidation and Sale of Assets.


 


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


 


(i)                                     either
(A) the Company shall be the surviving or continuing Person or (B) the Person
(if other than the Company) formed by such merger, consolidation or the
purchaser of all or substantially all of the Company’s assets is a corporation
organized and validly existing under the laws of the United States or any State
thereof or the District of Columbia (the “Surviving Entity”);


 


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


 


(iii)                               immediately
after giving effect to such transaction, including the assumption of the Notes,
the Company or the Surviving Entity, as the case may be, shall have a
Consolidated Fixed Charge Coverage Ratio of greater than 2.0 to 1.0;


 


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(iv)                              immediately
before and after giving effect to such transaction, including the assumption of
the Notes, no Default or Event of Default shall have occurred or exists; and


 


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


 


Notwithstanding anything in this Section 5.01(a) to the contrary,


 


(1)                                  the
Company may merge with an Affiliate that has no material assets or liabilities
and that is incorporated solely for the purpose of reincorporating the Company
in another state of the United States or the District of Columbia without complying
with clause (iii) of the first paragraph of this covenant; and


 


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


 


(b)                                 The
Guarantor will not (unless its Guarantee is to be released in accordance with
the terms of this Indenture in connection with any transaction that complies
with Section 4.12), and the Company will not cause or permit the Guarantor to,
consolidate with or merge with or into any Person other than the Company or any
other Guarantor unless: (i) the entity formed by or surviving any such
consolidation or merger (if other than the Guarantor) or to which such sale,
lease, conveyance or other disposition shall have been made assumes by
supplemental indenture all of the obligations of the Guarantor on its Guarantee
under the Indenture and the Security Documents; and (ii) immediately after
giving effect to such transaction, no Default or Event of Default shall have
occurred and be continuing.  Any merger
or consolidation of the Guarantor with and into the Company (with the Company
being the surviving entity) need not comply with this clause (b).


 


SECTION 5.02.                                              Successor
Corporation Substituted.


 


Upon any consolidation, combination or merger, or any transfer of all
or substantially all of the assets of the Company or the Guarantor in
accordance with Section 5.01 in which the Company or the Guarantor is not the
continuing corporation, the successor Person formed by such consolidation or
into which the Company or the Guarantor, as applicable, is merged or to which
such conveyance, lease or transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this
Indenture and the Notes and the Security Documents or the Guarantor under the
Guarantee, the Indenture


 


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and the Security Documents, as
applicable, with the same effect as if such surviving entity had been named as
such.


 


ARTICLE SIX



DEFAULT AND REMEDIES


 


SECTION 6.01.                                              Events
of Default.


 


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


 


(i)                                     the
failure to pay interest on any Notes when the same becomes due and payable and
the default continues for a period of 30 days;


 


(ii)                                  the
failure to pay the Accreted Value of any Notes when such Accreted Value becomes
due and payable, at maturity, upon redemption or otherwise;


 


(iii)                               the
failure of (a) the Company to comply with any covenant or agreement
contained in this Indenture or (b) the failure of Huntsman Holdings, LLC
to comply with Section 4.11 of the Pledge Agreement, in each case, for a period
of 60 days after the Company, in the case of clause (a), and the Company and
Huntsman Holdings, LLC, in the case of clause (b), receives a written notice
specifying the default (and demanding that such default be remedied) from the
Trustee or the Holders of at least 25% of the Accreted Value of the Notes
(except in the case of a default with respect to Section 5.01, which will
constitute an Event of Default with such notice requirement but without such
passage of time requirement);


 


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


 


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


 


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


 


and in each case, the aggregate principal amount of such Indebtedness
unpaid or accelerated equals or exceeds $5 million and has not been discharged
in full or such acceleration has not been rescinded or annulled within 30 days
of such final maturity or acceleration;


 


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(v)                                 the
failure of the Company or its Restricted Subsidiaries to pay or otherwise
discharge or stay one or more judgments that shall be rendered against the
Company or any of its Restricted Subsidiaries in an aggregate amount exceeding
$25 million, which are not covered by indemnities or third party insurance as
to which the Person giving such indemnity or such insurer has not disclaimed
coverage, for a period of 60 days after such judgments become final and
non-appealable;


 


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


 


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


 


(viii)                        default
by the Company or any Pledgor in the performance of the Security Documents
which results in the unenforceability, invalidity, imperfection or lack of
requisite priority of the Trustee’s lien on the Pledged Collateral, or the
repudiation or disaffirmation by the Company or any Pledgor of its obligations
under the Security Documents or the determination in a judicial proceeding that
the Security Documents are unenforceable or invalid against the Company or any
Pledgor for any reason.


 


SECTION 6.02.                                              Acceleration.


 


(a)                                  If
an Event of Default (other than an Event of Default specified in Section
6.01(vi) or (vii) with respect to the Company) shall occur and be continuing,
the Trustee or the Holders of at least 25% in Accreted Value of outstanding
Notes may declare the Default Amount to be due and payable by notice in writing
to the Company and, in the case of an acceleration notice from the Holders of
at least 25% in Accreted Value of the outstanding Notes, the Trustee specifying
the respective Event of Default and that it is a “notice of acceleration” (the
“Acceleration Notice”), and the Default Amount shall become immediately
due and payable.  If an Event of Default
specified in Section 6.01(vi) or (viii) with respect to the Company occurs and
is continuing, then the Default Amount will ipso facto become and be


 


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immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder of the Notes.


 


(b)                                 At
any time after a declaration of acceleration with respect to the Notes as
described in the preceding paragraph, the Holders of a majority in Accreted
Value of the Notes then outstanding (by notice to the Trustee) may rescind and
cancel such declaration and its consequences if (i) the rescission would not
conflict with any judgment or decree of a court of competent jurisdiction, (ii)
all existing Events of Default have been cured or waived except nonpayment of
Accreted Value or interest on the Notes that has become due solely by such
declaration of acceleration, (iii) to the extent the payment of such interest
is lawful, interest (at the same rate specified in the Notes) on overdue
payments of Accreted Value, which has become due other than by such declaration
of acceleration, has been paid, (iv) the Company has paid the Trustee its
reasonable compensation and reimbursed the Trustee for its expenses,
disbursements and advances and (v) in the event of the cure or waiver of a
Default or Event of Default of the type described in Sections 6.01(vi) and
(vii), the Trustee has received an Officers’ Certificate and Opinion of Counsel
that such Default or Event of Default has been cured or waived and the Trustee
shall be entitled to conclusively rely upon such Officers’ Certificate and
Opinion of Counsel.  No such rescission
shall affect any subsequent Default or Event of Default or impair any right
consequent thereto.


 


SECTION 6.03.                                              Other
Remedies.


 


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


 


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


 


SECTION 6.04.                                              Waiver
of Past Defaults.


 


Subject to Sections 6.07 and 9.02, the Holders of a majority in
Accreted Value of the Notes by notice to the Trustee may waive any existing
Default or Event of Default and its consequences, except a Default in the
payment of the Accreted Value or interest on any Note as specified in clauses
(i) and (ii) of Section 6.01.


 


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SECTION 6.05.                                              Control
by Majority.


 


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


 


SECTION 6.06.                                              Limitation
on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 6.07.                                              Rights
of Holders To Receive Payment.


 


Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of Accreted Value or principal, premium and interest
on a Note, on or after the respective due dates expressed in such Note, or to
bring suit for the enforcement of any


 


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such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.


 


SECTION 6.08.                                              Collection
Suit by Trustee.


 


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


 


SECTION 6.09.                                              Trustee
May File Proofs of Claim.


 


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


 


SECTION 6.10.                                              Priorities.


 


If the Trustee collects any money or property pursuant to this Article
Six or Article Eleven or as proceeds from Collateral, it shall pay out the
money or property in the following order:


 


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


 


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


 


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


 


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


 


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


 


SECTION 6.11.                                              Undertaking
for Costs.


 


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


 


ARTICLE SEVEN



TRUSTEE


 


SECTION 7.01.                                              Duties
of Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 7.02.                                              Rights
of Trustee.


 


Subject to Section 7.01:


 


(a)                                  In the absence of bad
faith, negligence or willful misconduct on the part of the Trustee, the Trustee
may conclusively rely and shall be fully protected in acting


 


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or refraining
from acting upon any document believed by it to be genuine and to have been
signed or presented by the proper Person. 
The Trustee need not investigate any fact or matter stated in the
document.


 


(b)                                 Before the Trustee
acts or refrains from acting, it may consult with counsel and may require an
Officers’ Certificate or an Opinion of Counsel, which shall conform to
Sections 12.04 and 12.05.  The
Trustee shall not be liable for and shall be fully protected in respect of any
action it takes or omits to take in good faith in reliance on such Officers’
Certificate or an Opinion of Counsel or advice of counsel.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 7.03.                                              Individual
Rights of Trustee.


 


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


 


SECTION 7.04.                                              Trustee’s
Disclaimer.


 


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


 


SECTION 7.05.                                              Notice
of Default.


 


If a Default or an Event of Default occurs and is continuing and if the
Trustee has actual knowledge of such Default or Event of Default, the Trustee
shall mail to each


 


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Noteholder notice of the
uncured Default or Event of Default within 90 days after such Default or Event
of Default occurs.  Except in the case
of a Default or an Event of Default in the payment of interest or Accreted
Value or premium on, any Note, including an accelerated payment and the failure
to make payment on the Change of Control Payment Date pursuant to a Change of
Control Offer or on the Net Proceeds Offer Payment Date pursuant to a Net
Proceeds Offer and, except in the case of a failure to comply with Article
Five, the Trustee may withhold the notice if and so long as its Board of
Directors, the executive committee of its Board of Directors or a committee of
its Board of Directors and/or Responsible Officers in good faith determines
that withholding the notice is in the interest of the Holders.  The Trustee shall not be deemed to have
knowledge of a Default or Event of Default other than (i) any Event of Default
occurring pursuant to Section 6.01(i) or 6.01(ii); or (ii) any Default or
Event of Default of which a Trust Officer shall have received written
notification or obtained actual knowledge. 
As used herein, the term “actual knowledge” means the actual fact or
statement of knowing, without any duty to make any investigation with regard
thereto.  During the existence of an
Event of Default, the trustee will exercise such rights and powers vested in it
by this Indenture, and use the same degree of care and skill in its exercise as
a prudent person would exercise or use under the circumstances in the conduct
of his own affairs.


 


SECTION 7.06.                                              Reports
by Trustee to Holders.


 


Within 60 days after May 1 of each year beginning with May 1, 2004, the
Trustee shall, to the extent that any of the events described in TIA
§ 313(a) occurred within the previous twelve months, but not otherwise,
mail to each Noteholder a brief report dated as of such date that complies with
TIA § 313(a).  The Trustee also
shall comply with TIA §§ 313(b) and 313(c).


 


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


 


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


 


SECTION 7.07.                                              Compensation
and Indemnity.


 


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


 


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Such expenses shall include the
reasonable fees and expenses of the Trustee’s agents and counsel.


 


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


 


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


 


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


 


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


 


SECTION 7.08.                                              Replacement
of Trustee.


 


The Trustee may resign by so notifying the Company in writing at least
30 days in advance.  The Holders of
a majority in principal amount at maturity of the


 


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outstanding Notes may remove
the Trustee by so notifying the Company and the Trustee and may appoint a
successor Trustee with the Company’s consent. 
A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only with the successor Trustee’s acceptance of
appointment as provided in this Section. 
The Company may remove the Trustee if:


 


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


 


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


 


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


 


(4)                                  the
Trustee becomes incapable of acting.


 


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


 


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


 


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


 


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


 


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


 


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SECTION 7.09.                                              Successor
Trustee by Merger, Etc.


 


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


 


SECTION 7.10.                                              Eligibility;
Disqualification.


 


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


 


SECTION 7.11.                                              Preferential
Collection of Claims Against the Company.


 


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


 


ARTICLE EIGHT



DISCHARGE OF INDENTURE; DEFEASANCE


 


SECTION 8.01.                                              Termination
of the Company’s Obligations.


 


The Notes and Indenture will be Discharged and will cease to be of
further effect and the obligations of the Company under the Notes and this
Indenture shall terminate (except that the obligations under Sections 2.03
through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties
and immunities of the Trustee hereunder shall survive the effect of this
Article Eight) when (a) either (i) all existing Notes theretofore
authenticated and


 


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


 


All funds that remain unclaimed for one year will be paid to the
Company, and thereafter holders of the Notes must look to the Company for
payment as general creditors.


 


In addition, at the Company’s option, either (a) the Company shall
be deemed to have been Discharged from any and all obligations with respect to
the Notes (“Legal Defeasance”) after the applicable conditions set forth
below have been satisfied (except for the obligations of the Company under
Sections 2.03, 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this
Section 8.01) or (b) the Company shall cease to be under any
obligation to comply with any term, provision or condition set forth in
Sections 4.03, 4.09 and 4.11 through 4.22 and Section 5.01 and thereafter any
omission to comply with such obligations shall not constitute a Default or
Event of Default with respect to the Notes (“Covenant Defeasance”) after
the applicable conditions set forth below have been satisfied:


 


(1)                                  The
Company shall have irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust, for the benefit of the Holders of Notes cash
in U.S. Legal Tender, non-callable U.S. Government Obligations or a combination
thereof that, together with the payment of interest and premium thereon and
principal in respect thereof in accordance with their terms, will be
sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, to pay all the Accreted Value of, premium, if any, and interest on
the Notes on and as of the stated maturity date for payment thereof or on the
applicable redemption date in accordance with the terms of the Notes, as well
as the Trustee’s fees and expenses; provided, however, that no
deposits made pursuant to this Section 8.01(1) shall cause the Trustee to have
a conflicting


 


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


 


(2)                                  No
Event of Default or Default with respect to the Notes shall have occurred and
be continuing on the date of such deposit after giving effect to such deposit
(other than a Default or Event of Default resulting from the incurrence of
Indebtedness all or a portion of the proceeds of which will be used to defease
the Notes pursuant to this Article Eight) or insofar as Events of Default
pursuant to Section 6.01(vi) or (vii) are concerned, at any time in the period
ending on the 91st day after the date of deposit;


 


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


 


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


 


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


 


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


 


(7)                                  in
the case of Legal Defeasance, the Company shall have delivered to the Trustee
an opinion of counsel in the United States reasonably acceptable to the Trustee
confirming that (A) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling or (B) since the date of the
Indenture, there has been a change in the applicable United States federal
income tax law, in either case to the effect that, and based thereon such
opinion of counsel shall confirm that, the Holders will not recognize income,
gain or loss for United States federal


 


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


 


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


 


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


 


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


 


SECTION 8.02.                                              Acknowledgment
of Discharge by Trustee.


 


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


 


SECTION 8.03.                                              Application
of Trust Money.


 


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


 


SECTION 8.04.                                              Repayment
to the Company.


 


The Trustee and the Paying Agent shall promptly pay to the Company any
funds held by them for the payment of all Accreted Value or premium, if any,
and interest that


 


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


 


SECTION 8.05.                                              Reinstatement.


 


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


 


ARTICLE NINE



AMENDMENTS, SUPPLEMENTS AND WAIVERS


 


SECTION 9.01.                                              Without
Consent of Holders.


 


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


 


(1)                                  to
cure any ambiguity, defect or inconsistency;


 


(2)                                  to
comply with Article Five;


 


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


 


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


 


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


 


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


 


SECTION 9.02.                                              With
Consent of Holders.


 


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


 


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


 


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


 


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


 


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


 


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


 


(6)                                  amend,
change or modify in any material respect the obligation of the Company to make
and complete a Change of Control Offer after the occurrence of a Change of Control
or make and complete a Net Proceeds Offer with respect to any Asset Sale that
has been completed;


 


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(7)                                  modify
or change any provision of this Indenture affecting the ranking of the Notes in
a manner which adversely affects the Holders; provided, however,
that the ranking of the Notes shall not be deemed to be affected solely by
virtue of (x) any change to or release of the Collateral or (y) any
circumstances resulting in other Indebtedness of the Company being secured to a
greater or lesser extent, or with greater or lower priority, than the Notes; or


 


(8)                                  release
all or substantially all the Pledged Collateral.


 


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


 


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


 


SECTION 9.03.                                              Compliance
with TIA.


 


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


 


SECTION 9.04.                                              Revocation
and Effect of Consents.


 


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


 


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


 


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


 


SECTION 9.05.                                              Notation
on or Exchange of Notes.


 


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


 


SECTION 9.06.                                              Trustee
To Sign Amendments, Etc.


 


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


 


ARTICLE TEN



GUARANTEE OF NOTES


 


SECTION 10.01.                                        Unconditional
Guarantee.


 


Subject to the provisions of this Article Ten, the Guarantor hereby
unconditionally and irrevocably guarantees, on a senior basis (such guarantees
to be referred to herein as the “Guarantee”) to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Notes or the obligations of the Company to the Holders or the
Trustee hereunder or thereunder, that: 
(a) the aggregate Accreted Value on the Notes shall be duly


 


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and punctually paid in full
when due, whether at maturity, upon redemption at the option of Holders
pursuant to the provisions of the Notes relating thereto, by acceleration or
otherwise, and interest on the overdue principal and (to the extent permitted
by law) interest, if any, on the Notes and all other obligations of the Company
or the Guarantor to the Holders or the Trustee hereunder or thereunder
(including amounts due the Trustee under Section 7.07 hereof) and all
other obligations shall be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other obligations,
the same shall be promptly paid in full when due or performed in accordance
with the terms of the extension or renewal, whether at maturity, by
acceleration or otherwise.  Failing
payment when due of any amount so guaranteed, or failing performance of any
other obligation of the Company to the Holders under this Indenture or under
the Notes, for whatever reason, the Guarantor shall be obligated to pay, or to
perform or cause the performance of, the same immediately.  An Event of Default under this Indenture or
the Notes shall constitute an event of default under this Guarantee, and shall
entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder
in the same manner and to the same extent as the obligations of the Company.


 


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


 


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


 


SECTION 10.02.                                        Limitations
on Guarantees.


 


The obligations of the Guarantor under its Guarantee are limited to the
maximum amount which, after giving effect to all other contingent and fixed
liabilities of the Guarantor, will result in the obligations of the Guarantor
under the Guarantee not constituting a fraudulent conveyance or fraudulent
transfer under federal or state law.


 


SECTION 10.03.                                        Execution
and Delivery of Guarantee.


 


To further evidence the Guarantee set forth in Section 10.01, the
Guarantor hereby agrees that a notation of such Guarantee, substantially in the
form of Exhibit E hereto, shall be endorsed on each Note authenticated
and delivered by the Trustee.  The Guarantee
shall be executed on behalf of the Guarantor by either manual or facsimile
signature of one Officer of the Guarantor, who shall have been duly authorized
to so execute by all requisite corporate action.  The validity and enforceability of the Guarantee shall not be
affected by the fact that it is not affixed to any particular Note.


 


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


 


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


 


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


 


SECTION 10.04.                                        Waiver
of Subrogation.


 


Until this Indenture is discharged and all of the Notes are discharged
and paid in full, the Guarantor hereby irrevocably waives and agrees not to
exercise any claim or other rights which it may now or hereafter acquire
against the Company that arise from the existence, payment, performance or
enforcement of the Company’s obligations under the Notes or this Indenture and
the Guarantor’s obligations under this Guarantee and this Indenture, in any
such instance including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution, indemnification, and any right to
participate in any claim or remedy of the 


 


100

















 


Holders against the Company,
whether or not such claim, remedy or right arises in equity, or under contract,
statute or common law, including, without limitation, the right to take or
receive from the Company, directly or indirectly, in cash or other property or
by set-off or in any other manner, payment or security on account of such claim
or other rights.  If any amount shall be
paid to the Guarantor in violation of the preceding sentence and any amounts
owing to the Trustee or the Holders of Notes under the Notes, this Indenture,
or any other document or instrument delivered under or in connection with such
agreements or instruments, shall not have been paid in full, such amount shall
have been deemed to have been paid to the Guarantor for the benefit of, and
held in trust for the benefit of, the Trustee or the Holders and shall
forthwith be paid to the Trustee for the benefit of itself or such Holders to
be credited and applied to the obligations in favor of the Trustee or the
Holders, as the case may be, whether matured or unmatured, in accordance with
the terms of this Indenture.  The
Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by this Indenture and that the waiver
set forth in this Section 10.04 is knowingly made in contemplation of such
benefits.


 


SECTION 10.05.                                        Immediate
Payment.


 


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


 


SECTION 10.06.                                        No
Set-Off.


 


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


 


SECTION 10.07.                                        Obligations
Absolute.


 


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


 


SECTION 10.08.                                        Obligations
Continuing.


 


The obligations of the Guarantor hereunder shall be continuing and
shall remain in full force and effect until all the obligations have been paid
and satisfied in full.  The Guarantor
agrees with the Trustee that it will from time to time deliver to the Trustee
suitable acknowledgments of this continued liability hereunder and under any other
instrument or


 


101

















 


instruments in such form as
counsel to the Trustee may advise and as will prevent any action brought
against it in respect of any default hereunder being barred by any statute of
limitations now or hereafter in force and, in the event of the failure of the
Guarantor so to do, it hereby irrevocably appoints the Trustee the attorney and
agent of the Guarantor to make, execute and deliver such written acknowledgment
or acknowledgments or other instruments as may from time to time become
necessary or advisable, in the judgment of the Trustee on the advice of
counsel, to fully maintain and keep in force the liability of the Guarantor
hereunder.


 


SECTION 10.09.                                        Obligations
Not Reduced.


 


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


 


SECTION 10.10.                                        Obligations
Reinstated.


 


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


 


SECTION 10.11.                                        Obligations
Not Affected.


 


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


 


(a)                                  any limitation of
status or power, disability, incapacity or other circumstance relating to the
Company or any other Person, including any insolvency,


 


102

















 


bankruptcy,
liquidation, reorganization, readjustment, composition, dissolution, winding-up
or other proceeding involving or affecting the Company or any other Person;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(j)                                     any other
circumstance that might otherwise constitute a legal or equitable discharge or
defense of the Company under this Indenture or the Notes or of the Guarantor in
respect of its Guarantee hereunder.


 


103

















 


SECTION 10.12.                                        Waiver.


 


Without in any way limiting the provisions of Section 10.01
hereof, the Guarantor hereby waives notice of acceptance hereof, notice of any
liability of the Guarantor hereunder, notice or proof of reliance by the
Holders upon the obligations of the Guarantor hereunder, and diligence,
presentment, demand for payment on the Company, protest, notice of dishonor or
non-payment of any of the Obligations, or other notice or formalities to the
Company or the Guarantor of any kind whatsoever.


 


SECTION 10.13.                                        No
Obligation To Take Action Against the Company.


 


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


 


SECTION 10.14.                                        Dealing
with the Company and Others.


 


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


 


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


 


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


 


(c)                                  accept compromises or
arrangements from the Company;


 


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


 


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


 


SECTION 10.15.                                        Default
and Enforcement.


 


If the Guarantor fails to pay in accordance with Section 10.05
hereof, the Trustee may proceed in its name as trustee hereunder in the
enforcement of the Guarantee of the Guarantor and the Guarantor’s obligations
thereunder and hereunder by any remedy provided


 


104

















 


by law, whether by legal
proceedings or otherwise, and to recover from the Guarantor the obligations.


 


SECTION 10.16.                                        Amendment,
Etc.


 


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


 


SECTION 10.17.                                        Acknowledgment.


 


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


 


SECTION 10.18.                                        Costs
and Expenses.


 


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


 


SECTION 10.19.                                        No
Merger or Waiver; Cumulative Remedies.


 


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


 


SECTION 10.20.                                        Survival
of Obligations.


 


Without prejudice to the survival of any of the other obligations of
the Guarantor hereunder, the obligations of the Guarantor under Section 10.01
shall survive the payment in full of the Obligations and shall be enforceable
against the Guarantor without regard to and without giving effect to any
defense, right of offset or counterclaim available to or which may be asserted
by the Company or the Guarantor.


 


105

















 


SECTION 10.21.                                        Guarantee
in Addition to Other Obligations.


 


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


 


SECTION 10.22.                                        Severability.


 


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


 


SECTION 10.23.                                        Successors
and Assigns.


 


Each Guarantee shall be binding upon and inure to the benefit of the
Guarantor and the Trustee and the other Holders and their respective successors
and permitted assigns, except that the Guarantor may not assign any of its
obligations hereunder or thereunder.


 


ARTICLE ELEVEN



SECURITY DOCUMENTS


 


SECTION 11.01.                                        Security
Documents.


 


(a)                                  The
due and punctual payment of the Accreted Value and interest on the Notes when
and as the same shall be due and payable, whether at maturity, by acceleration,
repurchase, redemption, special redemption or otherwise, and interest on the
overdue Accreted Value of the Notes and performance of all other obligations of
the Company and the Guarantor to the Holders or the Trustee under this
Indenture and the Notes and the Guarantor, according to the terms hereunder or
thereunder, shall be secured as provided in the Security Documents.  Each Holder, by its acceptance of the Notes,
consents and agrees to the terms of the Security Documents (including, without
limitation, the provisions providing for foreclosure and release of Collateral)
as the same may be in effect or may be amended from time to time in accordance
with their terms and authorizes and directs the Trustee to enter into such
Security Documents and to perform its obligations and exercise their rights
thereunder in accordance therewith.  The
Company shall deliver to the Trustee copies of all documents delivered to the
Trustee pursuant to the Security Documents, and shall do or cause to be done
all such acts and things as may be necessary or proper, or as may be required
by the provisions of


 


106

















 


the Security Documents, to assure and confirm
to the Trustee the security interest in the Collateral contemplated hereby, by
the Security Documents or any part thereof, as from time to time constituted,
so as to render the same available for the security and benefit of this Indenture
and of the Notes and the Guarantee secured thereby, according to the intent and
purposes herein and therein expressed. 
Each of the Company and the Guarantor shall take, upon reasonable
request of the Trustee, any and all actions reasonably required to cause the
Security Documents to create and maintain, as security for the obligations of
the Company and the Guarantor hereunder, a valid and enforceable perfected lien
on and security interest in all the Collateral, in favor of the Trustee for the
benefit of the Holders and other Persons for whose benefit the Trustee acts
pursuant to the Security Documents.


 


(b)                                 Additional
Collateral.  Promptly upon the
acquisition or receipt by the Company or any Pledgor of Additional Pledged
Shares and subject to the terms of the Security Documents, the Company shall,
and shall cause the applicable Pledgor, to, and the Trustee will, if necessary,
(i) enter into such amendments or supplements to the Security Documents, and
cause such amendments, supplements and other Security Documents to be filed and
recorded in all such governmental offices as shall be necessary in order to
grant and create a valid Lien on and security interest in such Additional
Pledged Shares in favor of the Trustee, (ii) cause appropriate financing statements
to be filed in such governmental offices as shall be reasonably necessary in
order to perfect any security interest in such Additional Pledged Shares as to
which a security interest may, under the UCC of the applicable jurisdiction, be
perfected by the filing of a financing statement and (iii) deliver such
certificates and other property, together with stock powers or assignments duly
endorsed in blank, to the Trustee.


 


SECTION 11.02.                                        Recording
and Opinions.


 


(a)                                  The
Company and, if applicable, the Guarantor shall take or cause to be taken all
action required to perfect, maintain, preserve and protect the Lien on and
security interest in the Collateral granted by the Security Documents (subject
only to Permitted Liens), including without limitation, the filing of financing
statements, continuation statements, and any instruments of further assurance,
in such manner and in such places as may be required by law fully to preserve
and protect the rights of the Holders and the Trustee under this Indenture and
the Security Documents to all property comprising the Collateral.  The Company and the Guarantor shall from
time to time promptly pay all financing, continuation statement and mortgage
recording, registration and/or filing fees, charges and taxes relating to this
Indenture and the Security Documents, any amendments thereto and any other
instruments of further assurance required hereunder or pursuant to the Security
Documents.  The Trustee shall have no
obligation to, nor shall it be responsible for any failure to, so register,
file or record.


 


(b)                                 The
Company shall at all times comply with the provisions of TIA § 314(b),
whether or not the TIA is then applicable to the obligations of the Company
and, if applicable, the Guarantor under this Indenture.


 


107

















 


SECTION 11.03.                                        Release
of Collateral.


 


(a)                                  Collateral
may (and, as applicable, shall) be released or substituted only in accordance
with the terms of the Security Documents.


 


(b)                                 The
release of any Collateral from the terms of this Indenture and the Security
Documents shall not be deemed to impair the security under this Indenture in
contravention of the provisions hereof if and to the extent the Collateral is
released pursuant to the terms of the Security Documents.


 


SECTION 11.04.                                        Certificates
of the Company.


 


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


 


SECTION 11.05.                                        Certificates
of the Trustee.


 


In the event that the Company wishes to release Collateral in
accordance with the Indenture and Security Documents and have delivered the
certificates and documents required by the Security Documents and Sections
11.03 and 11.04 hereof, the Trustee shall determine whether it has received all
documentation required by TIA § 314(d) in connection with such release
and, based on the Opinion of Counsel delivered pursuant to Section 12.04(2),
shall deliver a certificate to the Trustee setting forth such determination.  The Trustee, however, shall have no duty to
confirm the legality or validity of such documents, its sole duty being to certify
that it has received such documentation which on their face conform to TIA
§ 314(d).


 


SECTION 11.06.                                        Authorization
of Actions To Be Taken by the Trustee Under the Security Documents.


 


Subject to the provisions of Sections 7.01 and 7.02 hereof, the Trustee
may, in its sole discretion and without the consent of the Holders of Notes,
direct, on behalf of the Holders of Notes, the Collateral Trustee or the
Collateral Agent, as the case may be, to take all actions it deems necessary or
appropriate in order to (a) enforce any of the terms of the Security Documents
and (b) collect and receive any and all amounts payable in respect of the obligations
of the Company and Guarantee hereunder. 
The Trustee shall have power to institute


 


108

















 


and maintain such suits and
proceedings as it may deem expedient to prevent any impairment of the Pledged
Collateral by any acts that may be unlawful or in violation of the Security
Documents or this Indenture, and such suits and proceedings as the Trustee may
deem expedient to preserve or protect its interests and the interests of the
Holders in the Pledged Collateral (including power to institute and maintain
suits or proceedings to restrain the enforcement of or compliance with any
legislative or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid if the enforcement of, or compliance
with, such enactment, rule or order would impair the security interest
hereunder or be prejudicial to the interests of the Holders or to the Trustee).


 


SECTION 11.07.                                        Authorization
of Receipt of Funds by the Trustee Under the Security Documents.


 


The Trustee is authorized to receive any funds for the benefit of the
Holders distributed under the Security Documents, and to make further
distributions of such funds to the Holders according to the provisions of this
Indenture and the Security Documents.


 


SECTION 11.08.                                        Termination
of Security Interest.


 


Upon the payment in full of all obligations of the Company under this
Indenture and the Notes, or upon Legal Defeasance, the Trustee shall, at the
request of the Company, deliver a certificate to the Trustee stating that such
obligations have been paid in full.


 


SECTION 11.09.                                        Instructions
to Trustee.


 


The Holders of a majority in Accreted Value of the Notes may instruct
the Trustee to take any action that the Trustee is permitted to take under the
Security Documents.


 


ARTICLE TWELVE


 


MISCELLANEOUS


 


SECTION 12.01.                                        TIA
Controls.


 


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


 


109

















 


SECTION 12.02.                                        Notices.


 


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


 


if to the Company or the Guarantor:


 


HMP Equity Holdings Corporation

500 Huntsman Way

Salt Lake City, UT  84108

Attention:  Office of General Counsel


 


with a copy to:


 


Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, NY  10036

Attention:  Phyllis Korff


 


if to the Trustee:


 


Wells Fargo Bank Minnesota, National Association

Corporate Trust

Sixth Street and Marquette Avenue

MAC N9303-120

Minneapolis, MN 55479

Attention:  HMP Administrator


 


The Company, the Guarantor and the Trustee by written notice to each
other may designate additional or different addresses for notices.  Any notice or communication to the Company,
the Guarantor or the Trustee shall be deemed to have been given when received.


 


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


 


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


 


110

















 


SECTION 12.03.                                        Communications
by Holders with Other Holders.


 


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


 


SECTION 12.04.                                        Certificate
and Opinion as to Conditions Precedent.


 


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


 


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


 


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


 


SECTION 12.05.                                        Statements
Required in Certificate or Opinion.


 


Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture, other than the Officers’
Certificate required by Section 4.07, shall include:


 


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


 


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


 


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


 


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


 


111

















 


SECTION 12.06.                                        Rules
by Trustee, Paying Agent, Registrar.


 


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


 


SECTION 12.07.                                        Legal
Holidays.


 


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


 


SECTION 12.08.                                        Governing
Law.


 


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


 


SECTION 12.09.                                        No
Adverse Interpretation of Other Agreements.


 


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


 


SECTION 12.10.                                        No
Recourse Against Others.


 


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


 


112

















 


SECTION 12.11.                                        Successors.


 


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


 


SECTION 12.12.                                        Duplicate
Originals.


 


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


 


SECTION 12.13.                                        Severability.


 


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


 


SECTION 12.14.                                        Independence
of Covenants.


 


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


 


[Remainder of Page Intentionally Left Blank]


 


113

















 


SIGNATURES


 


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


 


	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK MINNESOTA, NATIONAL
  ASSOCIATION,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jane Y. Schweiger

  	
   

  
	
   

  	
   

  	
  Name: Jane Y. Schweiger

  
	
   

  	
   

  	
  Title: 
  Vice President

  
					



 


S-1

















 


EXHIBIT A-1


 


[FORM OF RESTRICTED NOTE]


 


THIS
SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM.  EACH PURCHASER OF
THIS SECURITY IS NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A THEREUNDER.


 


THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF HMP EQUITY
HOLDINGS CORPORATION THAT (a) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY (i) INSIDE THE UNITED STATES TO A PERSON WHO THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (ii) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (iii) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (iv) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (i) THROUGH (iv) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (b) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (a) ABOVE.


 


A-1-1

















 


HMP EQUITY HOLDINGS CORPORATION


 


(FACE OF NOTE)


 


FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER, THIS SECURITY IS
BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF
THIS NOTE, (1) THE ISSUE PRICE IS $474.35; (2) THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT IS $119.10; (3) THE ISSUE DATE IS MAY 15, 2003; AND (4) THE YIELD
TO MATURITY (COMPOUNDED SEMI-ANNUALLY) IS 22%.


 


CUSIP No.:

ISIN No.:

Common Code:


 


15% Senior Secured Discount Note due 2008


 


	
  No.

  CUSIP

  	
   

  	
  $[        ]

  



 


HMP EQUITY HOLDINGS CORPORATION, a Delaware corporation (the “Company”),
for value received, promises to pay to CEDE & CO. or registered assigns the
aggregate principal amount at maturity of $875,000,000, on May 15, 2008.


 


Accretion
Dates            May
15 and November 15, commencing November 15, 2003.


 


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


 


A-1-2

















 


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


 


Dated:


 


	
   

  	
  HMP EQUITY HOLDINGS CORPORATION

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Trustee’s Certificate of
Authentication


 


This is one of the 15% Senior Secured Discount Notes due 2008 referred
to in the within-mentioned Indenture.


 


Dated:


 


	
   

  	
  WELLS FARGO BANK MINNESTOA,

  NATIONAL ASSOCIATION, as Trustee

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signature

  



 


A-1-3

















 


(REVERSE OF NOTE)


 


15% Senior Secured Discount Note due 2008


 


1.                                       Note.  HMP EQUITY HOLDINGS CORPORATION, a Delaware
corporation (the “Company”), promises to pay the aggregate principal
amount at maturity of this Note on May 15, 2008.  This Note does not bear cash interest.  This Note accretes at a rate of 15% per annum, compounded semiannually
on May 15 and November 15, beginning November 15, 2003 from the
initial accreted value of $484.03 per $1,000 principal amount at maturity to
$1,000 principal amount at maturity at May 15, 2008.


 


The Company will pay interest on overdue Accreted Value from time to
time on demand at a rate equal to the Applicable Rate borne by the Notes, plus
2.00% per annum.  Interest on the Notes
will be computed on the basis of a 360-day year comprised of twelve 30-day months,
and, in the case of a partial month, the actual number of days elapsed.


 


“Accreted Value” means, as of any date prior to May 15,
2008, an amount per $1,000 principal amount at maturity of Notes that is equal
to the sum of (a) the initial accreted value of $484.03 per $1,000
principal amount at maturity of Notes) and (b) the portion of the excess
of the principal amount of such Notes over such initial accreted value which
shall have been amortized through such date, such amount to be so amortized on
a daily basis and compounded semiannually on each May 15 and
November 15, commencing November 15, 2003 at the Applicable Rate from the
Issue Date of the Notes through the date of determination computed on the basis
of a 360-day year of twelve 30-day months, and as of any date after
May 15, 2008, the principal amount at maturity of the Notes.


 


The following table sets forth the approximate Accreted Value, which
calculation is based on an initial accreted value of $484.03 per $1,000 principal
amount at maturity of Notes at the dates set forth below (assuming no
Liquidated Damages accrete under the Notes pursuant to the Registration Rights
Agreement):


 


	
  Date

  	
   

  	
  Accreted

  Value

  	
   

  
	
  November 15, 2003

  	
   

  	
  $

  	
  521.55

  	
   

  
	
  May 15, 2004

  	
   

  	
  $

  	
  560.67

  	
   

  
	
  November 15, 2004

  	
   

  	
  $

  	
  602.72

  	
   

  
	
  May 15, 2005

  	
   

  	
  $

  	
  647.93

  	
   

  
	
  November 15, 2005

  	
   

  	
  $

  	
  696.53

  	
   

  
	
  May 15, 2006

  	
   

  	
  $

  	
  748.78

  	
   

  
	
  November 15, 2006

  	
   

  	
  $

  	
  804.94

  	
   

  
	
  May 15, 2007

  	
   

  	
  $

  	
  865.32

  	
   

  
	
  November 15, 2007

  	
   

  	
  $

  	
  930.23

  	
   

  
	
  May 15, 2008

  	
   

  	
  $

  	
  1,000.00

  	
   

  



 


A-1-4

















 


2.                                       Method
of Payment.  Holders must surrender
Notes to a Paying Agent to collect principal payments.  The Company shall pay the Accreted Value in
money of the United States that at the time of payment is legal tender for
payment of public and private debts (“U.S. Legal Tender”).  However, the Company may pay the Accreted
Value by its check payable in such U.S. Legal Tender.  The Company may deliver any such interest payment to the Paying
Agent or to a Holder at the Holder’s registered address.


 


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


 


4.                                       Indenture.  The Company issued the Notes under an
Indenture, dated as of May 9, 2003 (the “Indenture”), among the Company,
the Guarantor named therein and the Trustee. 
This Note is one of a duly authorized issue of Notes of the Company designated
as its 15% Senior Secured Discount Notes due 2008, (the “Notes”).  The Initial Notes and any Exchange Notes
issued in accordance with the Indenture are treated as a single class of
securities under the Indenture unless otherwise specified in the
Indenture.  Capitalized terms used
herein shall have the meanings assigned to them in the Indenture unless
otherwise defined herein.  The terms of
the Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) (the “TIA”), as in effect on the date of the
Indenture.  Notwithstanding anything to
the contrary herein, the Notes are subject to all such terms, and Holders of
Notes are referred to the Indenture and the TIA for a statement of them.  The Notes are senior obligations of the
Company.


 


5.                                       Optional
Redemption. Except as set forth below, the Notes will not be redeemable by
the Company prior to November 15, 2004. 
Thereafter, the Notes will be redeemable, at the Company’s option, in
whole or in part, at any time or from time to time, upon not less than 30 nor
more than 60 days’ prior notice mailed by first class mail to each holder’s
registered address, at the following redemption prices (expressed in percentages
of Accreted Value as of the date of redemption ) as of the redemption date, if
redeemed during the period commencing on the first day of each of the six-month
periods set forth below:


 




	
  Period

  	
   

  	
  Redemption
  Price

  	
   

  
	
  November 15, 2004 - May 14, 2005

  	
   

  	
  107.5

  	
  %

  
	
  May 15, 2005 - November 14, 2005

  	
   

  	
  106.0

  	
  %

  
	
  November 15, 2005 - May 14, 2006

  	
   

  	
  104.5

  	
  %

  
	
  May 15, 2006 - November 14, 2006

  	
   

  	
  103.0

  	
  %

  
	
  November 15, 2006 - May 14, 2007

  	
   

  	
  101.5

  	
  %

  
	
  May 15, 2007 and thereafter

  	
   

  	
  100.0

  	
  %

  






 


A-1-5

















 


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


 


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


 


8.                                       Limitation
on Asset Sales.  Under certain
circumstances set forth in Section 4.12 of the Indenture, the Company is
required to apply the net proceeds from Asset Sales to offer to repurchase the
Notes at a price equal to 100% of the Accreted Value thereof on the date of
purchase of the Notes repurchased.


 


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


 


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


 


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


 


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


 


13.                                 Amendment;
Supplement; Waiver.  Subject to
certain exceptions, the Indenture or the Notes may be amended or supplemented
with the written consent of the Holders of


 


A-1-6

















 


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


 


14.                                 Restrictive
Covenants.  The Indenture imposes
certain limitations on the ability of the Company and its Subsidiaries to,
among other things, incur additional Indebtedness, pay dividends or make
certain other restricted payments, enter into transactions with Affiliates,
create dividend or other payment restrictions affecting Restricted Subsidiaries
and merge or consolidate with any other Person, sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its assets or adopt
a plan of liquidation.  Such limitations
are subject to a number of important qualifications and exceptions.  The Company must annually report to the
Trustee on compliance with such limitations.


 


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


 


16.                                 Defaults
and Remedies.  If an Event of
Default arising from certain events of bankruptcy with respect to the Company
occurs and is continuing, then the Accreted Value as of that particular date
(the “Default Amount”) will become immediately due and payable without
further action or notice.  If any other
Event of Default occurs and is continuing, then the Trustee or the Holders of
at least 25% in Accreted Value of the Notes may declare the Accreted Value as
of the date of acceleration of all the Notes to be due and payable by notice in
writing (the “Acceleration Notice”) to the Company and the Trustee,
which notice must also specify that it is a “notice of acceleration”.  In that event, the Notes will become
immediately due and payable.  Holders of
Notes may not enforce the Indenture or the Notes except as provided in the
Indenture.  The Trustee is not obligated
to enforce the Indenture or the Notes unless it has been offered indemnity or
security reasonably satisfactory to it. 
The Indenture permits, subject to certain limitations therein provided,
Holders of a majority in aggregate principal amount at maturity of the Notes
then outstanding to direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from
Holders of Notes notice of any continuing Default or Event of Default (except a
Default in payment of principal or interest) if it determines in good faith
that withholding notice is in their interest.


 


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


 


A-1-7

















 


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


 


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


 


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


 


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


 


22.                                 CUSIP/ISIN
Numbers.  The Company has caused
CUSIP and/or ISIN numbers to be printed on the Notes as a convenience to the
Holders of the Notes.  No representation
is made as to the accuracy of such numbers as printed on the Notes and reliance
may be placed only on the other identification numbers printed hereon.


 


23.                                 Registration
Rights.  Pursuant to the
Registration Rights Agreement, the Company and the Guarantor will be obligated
upon the occurrence of certain events to consummate an exchange offer pursuant
to which the Holder of this Note shall have the right to exchange this Note for
a 15% Senior Secured Discount Note due 2008, of the Company (an “Unrestricted
Note”) which has been registered under the Securities Act, in like
principal amount at maturity and having terms identical in all material
respects as this Note.  The accretion
rate of the Notes shall increase in the event such exchange offer is not
consummated and upon certain other conditions, all pursuant to and in
accordance with the terms of the Registration Rights Agreement.


 


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


 


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


 


A-1-8

















 


26.                                 Collateral.  This Notes will be entitled to the benefit
of certain Collateral.  Reference is
hereby made to the Indenture and the Security Documents for a statement of the
rights and limitation of rights of Holders and the Trustee thereunder.


 


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


 


A-1-9

















 


[FORM OF ASSIGNMENT]


 


I or we assign to


 


PLEASE INSERT SOCIAL SECURITY
OR

OTHER IDENTIFYING NUMBER


 


	
   

  
	
  (please print or type name and address)

  



 


 


 


 


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


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  
					



 


In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of the declaration by the Commission
of the effectiveness of a registration statement under the Securities Act of
1933, as amended (the “Securities Act”), covering resales of this Note
(which effectiveness shall not have been suspended or terminated at the date of
the transfer) and (ii) May 9, 2005, the undersigned confirms that it has not
utilized any general solicitation or general advertising in connection with the
transfer:


 


[Check One]


 


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


 


A-1-10

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


o                                    The
transferee is an Affiliate of the Company.


 


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


 


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


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  
						



 


A-1-11

















 


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


 


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


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE:          To
  be executed by an executive officer

  



 


A-1-12

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased by the Company
pursuant to Section 4.12 or Section 4.21 of the Indenture, check the
appropriate box:


 


Section 4.12 o                 Section 4.21
o


 


If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.12 or Section 4.21 of the Indenture, state
the amount:  $


 


	
  Date:

  	
   

  	
  Your
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

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

  



 


	
  Signature
  Guarantee:

  	
   

  
	
   

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

  



 


A-1-13

















 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


 


The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Physical Note, or exchanges of a part of
another Global Note or Physical Note for an interest in this Global Note, have
been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of
  decrease in

  Principal Amount of

  this Global Note

  	
   

  	
  Amount of
  increase in

  Principal Amount of

  this Global Note

  	
   

  	
  Principal
  Amount of

  this Global Note

  following such

  decrease (or increase)

  	
   

  	
  Signature
  of

  authorized officer

  of Trustee or

  Note Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-1-14

















 


EXHIBIT A-2


 


HMP EQUITY HOLDINGS CORPORATION


 


(FACE OF NOTE)


 


FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER, THIS SECURITY IS
BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF
THIS NOTE, (1) THE ISSUE PRICE IS $474.35; (2) THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT IS $119.10; (3) THE ISSUE DATE IS MAY 15, 2003; AND (4) THE YIELD TO
MATURITY (COMPOUNDED SEMI-ANNUALLY) IS 22%.


 


CUSIP No.:

ISIN No.:

Common Code:


 


15% Senior Secured Discount Note due 2008


 


	
  No.

  CUSIP

  	
   

  	
  $[        ]

  



 


HMP EQUITY HOLDINGS CORPORATION, a Delaware corporation (the “Company”),
for value received, promises to pay to CEDE & CO. or registered assigns,
the aggregate principal amount at maturity of $875,000,000, on May 15,
2008.


 


Accretion
Dates           May 15
and November 15, commencing November 15, 2003.


 


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


 


A-2-1

















 


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


 


Dated:


 


	
   

  	
  HMP EQUITY HOLDINGS CORPORATION

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Trustee’s Certificate of
Authentication


 


This is one of the 15% Senior Secured Discount Notes due 2008 referred
to in the within-mentioned Indenture.


 


Dated:


 


	
   

  	
  WELLS FARGO BANK MINNESOTA,

  NATIONAL ASSOCIATION, as Trustee

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signature

  



 


A-2-2

















 


(REVERSE OF NOTE)


 


15% Senior Discount Note due 2008


 


1.                                       Note.  HMP EQUITY HOLDINGS CORPORATION, a Delaware
corporation (the “Company”), promises to pay the aggregate principal
amount at maturity of this Note on May 15, 2008.  This Note does not bear cash interest.  This Note accretes at a rate of 15% per annum, compounded
semiannually on May 15 and November 15, beginning November 15, 2003
from the initial accreted value of $484.03 per $1,000 principal amount at
maturity to $1,000 principal amount at maturity at May 15, 2008.


 


The Company will pay interest on overdue Accreted Value from time to
time on demand at a rate equal to the Applicable Rate borne by the Notes, plus
2.00% per annum.  Interest on the Notes
will be computed on the basis of a 360-day year comprised of twelve 30-day
months, and, in the case of a partial month, the actual number of days elapsed.


 


“Accreted Value” means, as of any date prior to May 15,
2008, an amount per $1,000 principal amount at maturity of Notes that is equal
to the sum of (a) the initial accreted value of $484.03 per $1,000 principal
amount at maturity of Notes and (b) the portion of the excess of the principal
amount of such Notes over such initial accreted value which shall have been
amortized through such date, such amount to be so amortized on a daily basis
and compounded semiannually on each May 15 and November 15,
commencing on November 15, 2003 at the Applicable Rate from the Issue Date of
the Notes through the date of determination computed on the basis of a 360-day
year of twelve 30-day months, and as of any date after May 15, 2008, the
principal amount at maturity of the Notes.


 


The following table sets forth the approximate Accreted Value, which
calculation is based on an initial accreted value of $484.03 per $1,000 principal
amount at maturity of Notes at the dates set forth below (assuming no
Liquidated Damages accrete under the Notes pursuant to the Registration Rights
Agreement):


 


	
  Date

  	
   

  	
  Accreted

  Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  November 15, 2003

  	
   

  	
  $

  	
  521.55

  	
   

  
	
  May 15, 2004

  	
   

  	
  $

  	
  560.67

  	
   

  
	
  November 15, 2004

  	
   

  	
  $

  	
  602.72

  	
   

  
	
  May 15, 2005

  	
   

  	
  $

  	
  647.93

  	
   

  
	
  November 15, 2005

  	
   

  	
  $

  	
  696.53

  	
   

  
	
  May 15, 2006

  	
   

  	
  $

  	
  748.78

  	
   

  
	
  November 15, 2006

  	
   

  	
  $

  	
  804.94

  	
   

  
	
  May 15, 2007

  	
   

  	
  $

  	
  865.32

  	
   

  
	
  November 15, 2007

  	
   

  	
  $

  	
  930.23

  	
   

  
	
  May 15, 2008

  	
   

  	
  $

  	
  1,000.00

  	
   

  



 


A-2-3

















 


2.                                       Method
of Payment.  Holders must surrender
Notes to a Paying Agent to collect principal payments.  The Company shall pay the Accreted Value in
money of the United States that at the time of payment is legal tender for
payment of public and private debts (“U.S. Legal Tender”).  However, the Company may pay the Accreted
Value by its check payable in such U.S. Legal Tender.  The Company may deliver any such interest payment to the Paying
Agent or to a Holder at the Holder’s registered address.


 


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


 


4.                                       Indenture.  The Company issued the Notes under an
Indenture, dated as of May 9, 2003 (the “Indenture”), among the Company,
the Guarantor named therein and the Trustee. 
This Note is one of a duly authorized issue of Notes of the Company designated
as its 15% Senior Secured Discount Notes due 2008 (the “Notes”).  The Initial Notes and any Exchange Notes
issued in accordance with the Indenture are treated as a single class of
securities under the Indenture unless otherwise specified in the
Indenture.  Capitalized terms used herein
shall have the meanings assigned to them in the Indenture unless otherwise
defined herein.  The terms of this Note
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb)
(the “TIA”), as in effect on the date of the Indenture.  Notwithstanding anything to the contrary
herein, this Note is subject to all such terms, and Holders of Notes are
referred to the Indenture and the TIA for a statement of them.  The Notes are senior obligations of the Company.


 


5.                                       Optional
Redemption. Except as set forth below, the Notes will not be redeemable by
the Company prior to November 15, 2004. 
Thereafter, the Notes will be redeemable, at the Company’s option, in
whole or in part, at any time or from time to time, upon not less than 30 nor
more than 60 days’ prior notice mailed by first class mail to each holder’s
registered address, at the following redemption prices (expressed in percentages
of Accreted Value as of the date of redemption) as of the redemption date, if
redeemed during the period commencing on the first day of each of the six-month
periods set forth below:


 




	
  Period

  	
   

  	
  Redemption
  Price

  	
   

  
	
  November 15, 2004 - May 14, 2005

  	
   

  	
  106.0

  	
  %

  
	
  May 15, 2005 - November 14, 2005

  	
   

  	
  103.0

  	
  %

  
	
  November 15, 2005 - May 14, 2006

  	
   

  	
  104.5

  	
  %

  
	
  May 15, 2006 - November 14, 2006

  	
   

  	
  103.0

  	
  %

  
	
  November 15, 2006 - May 14, 2007

  	
   

  	
  101.5

  	
  %

  
	
  May 15, 2007 and thereafter

  	
   

  	
  100.0

  	
  %

  






 


6.                                       Notice
of Redemption.  Notice of redemption
will be mailed at least 30 days but not more than 60 days before the Redemption
Date to each Holder whose Notes are to


 


A-2-4

















 


be redeemed at such Holder’s
registered address.  Notes in
denominations larger than $1,000 may be redeemed in part.


 


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


 


8.                                       Limitation
on Asset Sales.  Under certain
circumstances set forth in Section 4.12 of the Indenture, the Company is
required to apply the net proceeds from Asset Sales to offer to repurchase the
Notes at a price equal to 100% of the Accreted Value thereof on the date of
purchase of the Notes repurchased.


 


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


 


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


 


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


 


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


 


13.                                 Amendment;
Supplement; Waiver.  Subject to
certain exceptions, the Indenture or the Notes may be amended or supplemented
with the written consent of the Holders of at least a majority in Accreted
Value of the then outstanding Notes, and any existing Default or Event of
Default or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in Accreted Value of the then outstanding
Notes.  Without consent


 


A-2-5

















 


of any Holder, the parties
thereto may amend or supplement the Indenture or the Notes to, among other
things, cure any ambiguity, defect or inconsistency, provide for uncertificated
Notes in addition to or in place of certificated Notes, or comply with Article
Five of the Indenture or make any other change that does not adversely affect
in any material respect the rights of any Holder of a Note.


 


14.                                 Restrictive
Covenants.  The Indenture imposes
certain limitations on the ability of the Company and its Subsidiaries to,
among other things, incur additional Indebtedness, pay dividends or make
certain other restricted payments, enter into transactions with Affiliates,
create dividend or other payment restrictions affecting Restricted Subsidiaries
and merge or consolidate with any other Person, sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its assets or adopt
a plan of liquidation.  Such limitations
are subject to a number of important qualifications and exceptions.  The Company must annually report to the
Trustee on compliance with such limitations.


 


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


 


16.                                 Defaults
and Remedies.  If an Event of
Default arising from certain events of bankruptcy with respect to the Company
occurs and is continuing, then the Accreted Value as of that particular date
(the “Default Amount”) will become immediately due and payable without
further action or notice.  If any other
Event of Default occurs and is continuing, then the trustee or the holders of
at least 25% in Accreted Value of the Notes may declare the Accreted Value as of
the date of acceleration of all the Notes to be due and payable by notice in
writing (the “Acceleration Notice”) to the Company and the Trustee,
which notice must also specify that it is a “notice of acceleration”.  In that event, the Notes will become immediately
due and payable.  Holders of Notes may
not enforce the Indenture or the Notes except as provided in the
Indenture.  The Trustee is not obligated
to enforce the Indenture or the Notes unless it has been offered indemnity or
security reasonably satisfactory to it. 
The Indenture permits, subject to certain limitations therein provided,
Holders of a majority in aggregate principal amount at maturity of the Notes
then outstanding to direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from
Holders of Notes notice of any continuing Default or Event of Default (except a
Default in payment of principal or interest) if it determines in good faith
that withholding notice is in their interest.


 


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


 


18.                                 No
Recourse Against Others.  No past,
present or future stockholder, director, officer, employee or incorporator, as
such, of the Company shall have any liability for any obligation of the Company
under the Notes or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. 
Each Holder of a Note


 


A-2-6

















 


by accepting a Note waives and
releases all such liability.  The waiver
and release are part of the consideration for the issuance of the Notes.


 


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


 


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


 


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


 


22.                                 CUSIP/ISIN
Numbers.  The Company has caused
CUSIP and/or ISIN numbers to be printed on the Notes as a convenience to the
Holders of the Notes.  No representation
is made as to the accuracy of such numbers as printed on the Notes and reliance
may be placed only on the other identification numbers printed hereon.


 


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


 


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


 


25.                                 Collateral.  The Notes will be entitled to the benefit of
certain Collateral.  Reference is hereby
made to the Indenture and the Security Documents for a statement of the rights
and limitation of rights of Holders and the Trustee thereunder.


 


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


 


A-2-7

















 


[FORM OF ASSIGNMENT]


 


I or we assign to


 


PLEASE INSERT SOCIAL SECURITY
OR

OTHER IDENTIFYING NUMBER


 


	
   

  
	
  (please print or type name and address)

  



 


 


 


 


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


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  
					



 


A-2-8

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased by the Company
pursuant to Section 4.12 or Section 4.21 of the Indenture, check the
appropriate box:


 


Section 4.12 o                 Section 4.21
o


 


If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.12 or Section 4.21 of the Indenture, state
the amount:  $


 


 


	
  Date:

  	
   

  	
  Your
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

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

  



 


	
  Signature
  Guarantee:

  	
   

  
	
   

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

  



 


A-2-9

















 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


 


The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Physical Note, or exchanges of a part of
another Global Note or Physical Note for an interest in this Global Note, have
been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of
  decrease in

  Principal Amount of

  this Global Note

  	
   

  	
  Amount of
  increase in

  Principal Amount of

  this Global Note

  	
   

  	
  Principal
  Amount of

  this Global Note

  following such

  decrease (or increase)

  	
   

  	
  Signature
  of

  authorized officer

  of Trustee or

  Note Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-2-10

















 


EXHIBIT B


 


FORM OF LEGEND FOR GLOBAL SECURITY


 


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


 


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


 


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


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY
OR ITS NOMINEE OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.


 


B-1

















 


EXHIBIT C-1


 


FORM OF TRANSFER CERTIFICATE — 

RESTRICTED GLOBAL SECURITY TO

REGULATION S GLOBAL SECURITY


(Transfers pursuant to Sections 2.16(a)(ii)

of the Indenture)


 


Wells Fargo Bank Minnesota,
National Association

Corporate Trust

Sixth Street and Marquette Avenue

MAC N9303-120

Minneapolis, MN 55479



Attention:  HMP Administrator


 


Re:                             HMP
Equity Holdings Corporation 15% Senior Discount

Notes due 2008 (the “Securities”)


 


Reference is hereby made to the Indenture, dated as of May 9, 2003
between the Company, the Guarantor and Wells Fargo Bank Minnesota, National
Association, as trustee, (the “Indenture”).  Terms used but not defined herein and defined in
Regulation S under the U.S. Securities Act of 1933 (the “Securities
Act”) or in the Indenture shall have the meanings given to them in
Regulation S or the Indenture, as the case may be.


 


This certificate relates to
U.S.$              
principal amount of Securities, which are evidenced by the following
certificate(s) (the “Specified Securities”):


 


[CUSIP][CINS][ISIN] No(s). 


 


CERTIFICATE No(s). 


 


The person in whose name this certificate is executed below (the “Undersigned”)
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do
so.  Such beneficial owner or owners are
referred to herein collectively as the “Owner”.  If the Specified Securities are represented by a Global Security,
they are held through the appropriate Depositary or an Agent Member in the name
of the Undersigned, as or on behalf of the Owner.


 


The Owner has requested that the Specified Securities be transferred to
a person (the “Transferee”) who will take delivery in
the form of an interest in the Regulation S Global Security.  In connection with such transfer, the Owner
hereby certifies that such transfer is being


 


C-1-1

















 


effected in accordance with
Rule 904 under the Securities Act and with all applicable securities laws of
the states of the United States and other jurisdictions.  Accordingly, the Owner hereby further certifies
as follows:


 


1.                                       the
Owner is not a distributor of the Specified Securities, an Affiliate of the
Company or any such distributor or a person acting on behalf of any of the
foregoing;


 


2.                                       the
offer of the Specified Securities was not made to a person in the United
States;


 


3                                          either:


 


(a)                                  at
the time the buy order was originated, the Transferee was outside the United
States or the Owner and any person acting on its behalf reasonably believed
that the Transferee was outside the United States; or


 


(b)                                 the
transaction is being executed in, on or through the facilities of the Eurobond
market, as regulated by the Association of International Bond Dealers, or
another designated offshore securities market and neither the Owner nor any
person acting on its behalf knows that the transactions have been prearranged
with a buyer in the United States;


 


4.                                       no
directed selling efforts have been made in the United States by or on behalf of
the Owner or any Affiliate thereof;


 


5.                                       if
the Owner is a dealer in securities or has received a selling concession, fee
or other remuneration in respect of the Specified Securities, and the transfer
is to occur during the Restricted Period, then the requirements of Rule
904(c)(1) have been satisfied;


 


6.                                       the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act; and


 


7.                                       upon
completion of the transaction, the beneficial interest being transferred will
be held through an Agent Member acting for and on behalf of Euroclear or
Clearstream.


 


C-1-2

















 


This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers under the
Purchase Agreement.


 


Dated:


 


	
   

  	
   

  
	
   

  	
  (Print the name of the Undersigned, as such term is defined in the
  second paragraph of this certificate.)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (If the Undersigned is a corporation, partnership or fiduciary, the
  title of the person signing on behalf of the Undersigned must be stated.)

  



 


C-1-3

















 


EXHIBIT C-2


 


FORM OF TRANSFER CERTIFICATE —

RESTRICTED GLOBAL SECURITY TO UNRESTRICTED

GLOBAL SECURITY


(Transfers Pursuant to Sections 2.16(a)(iii)

and 2.16(b)(ii) of the Indenture)


 


Wells Fargo Bank Minnesota,
National Association

Corporate Trust

Sixth Street and Marquette Avenue

MAC N9303-120

Minneapolis, MN 55479


 


Attention: HMP Administrator


 


Re:                             HMP
Equity Holdings Corporation 15% Senior Secured Discount

Notes due 2008 (the “Securities”)


 


Reference is hereby made to the Indenture, dated as of May 9, 2003
between the Company, the Guarantor and Wells Fargo Bank Minnesota, National
Association, as trustee, (the “Indenture”).  Terms used but not defined herein and defined in
Regulation S under the U.S. Securities Act of 1933 (the “Securities
Act”) or in the Indenture shall have the meanings given to them
in Regulation S or the Indenture, as the case may be.


 


This certificate relates to
U.S.$           principal
amount of Securities, which are evidenced by the following certificate(s) (the
“Specified
Securities”):


 


[CUSIP][CINS][ISIN] No(s).
                                                  


 


CERTIFICATE No(s).
                                    


 


The person in whose name this certificate is executed below (the “Undersigned”)
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do
so.  Such beneficial owner or owners are
referred to herein collectively as the “Owner”.  If the Specified Securities are represented by a Global Security,
they are held through the appropriate Depositary or an Agent Member in the name
of the Undersigned, as or on behalf of the Owner.


 


The Owner has requested that the Specified Securities be transferred to
a person (the “Transferee”) who will take delivery in
the form of an interest in the Unrestricted Global


 


C-2-1

















 


Security.  In connection with such transfer, the Owner
hereby certifies that such transfer is being effected in accordance with Rule
904 or Rule 144 under the Securities Act and with all applicable securities
laws of the states of the United States and other jurisdictions.  Accordingly, the Owner hereby further
certifies as follows:


 


(1)                                  Rule 904 Transfers.  If the transfer is being effected in
accordance with Rule 904:


 


(A)                              the Owner is not a
distributor of the Specified Securities, an Affiliate of the Company or any
such distributor or a person acting on behalf of any of the foregoing;


 


(B)                                the offer of the
Specified Securities was not made to a person in the United States;


 


(C)                                either:


 


(i)                                     at the time the
buy order was originated, the Transferee was outside the United States or the
Owner and any person acting on its behalf reasonably believed that the
Transferee was outside the United States; or


 


(ii)                                  the transaction is
being executed in, on or through the facilities of the Eurobond market, as
regulated by the Association of International Bond Dealers, or another
designated offshore securities market and neither the Owner nor any person
acting on its behalf knows that the transactions has been prearranged with a
buyer in the United States;


 


(D)                               no directed selling
efforts have been made in the United States by or on behalf of the Owner or any
Affiliate thereof;


 


(E)                                 if the Owner is a
dealer in securities or has received a selling concession, fee or other
remuneration in respect of the Specified Securities, and the transfer is to
occur during the Restricted Period, then the requirements of Rule 904(c)(1)
have been satisfied; and


 


(F)                                 the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act.


 


(2)                                  Rule 144 Transfers.  If the transfer is being effected pursuant
to Rule 144:


 


(A)                              the transfer is occurring
after [date one year after the latest date of issuance of any of the Specified
Securities] and is being effected in accordance with the applicable amount,
manner of sale and notice requirements of Rule 144; or


 


C-2-2

















 


(B)                                the transfer is occurring
after [date two years after the latest date of issuance of any of the Specified
Securities] and the Owner is not, and during the preceding three months has not
been, an Affiliate of the Company.


 


This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers under the
Purchase Agreement.


 


Dated:


 


	
   

  	
   

  
	
   

  	
  (Print the name of the Undersigned, as such term is defined in the
  second paragraph of this certificate.)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


(If the Undersigned is a
corporation, partnership or fiduciary, the title of the person signing on
behalf of the Undersigned must be stated.)


 


C-2-3

















 


EXHIBIT C-3


 


FORM OF TRANSFER CERTIFICATE —

REGULATION S GLOBAL SECURITY TO

RESTRICTED GLOBAL SECURITY


(Transfers to QIBs Pursuant to Sections 2.16(a)(iv)

of the Indenture)


 


Wells Fargo Bank Minnesota,
National Association

Corporate Trust

Sixth Street and Marquette Avenue

MAC N9303-120

Minneapolis, MN 55479

Attention:  HMP Administrator


 


Re:                             HMP
Equity Holdings Corporation 15% Senior Secured Discount

Notes due 2008 (the “Securities”)


 


Reference is hereby made to the Indenture, dated as of May 9, 2003
between the Company, the Guarantor and Wells Fargo Bank Minnesota, National
Association, as trustee (the “Indenture”).  Terms used but not defined herein and defined in
Regulation S under the U.S. Securities Act of 1933 (the “Securities
Act”) or in the Indenture shall have the meanings given to them
in Regulation S or the Indenture, as the case may be.


 


This certificate relates to
U.S.$            
principal amount of Securities, which are evidenced by the following
certificate(s) (the “Specified Securities”):


 


[CUSIP][CINS][ISIN] No(s).
                                                  


 


CERTIFICATE No(s).
                                    


 


The person in whose name this certificate is executed below (the “Undersigned”)
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do
so.  Such beneficial owner or owners are
referred to herein collectively as the “Owner”.  If the Specified Securities are represented by a Global Security,
they are held through the appropriate Depositary or an Agent Member in the name
of the Undersigned, as or on behalf of the Owner.


 


The Owner has requested that the Specified Securities be transferred to
a person (the “Transferee”) who will take delivery in
the form of an interest in the Restricted Global


 


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Security.  In connection with such transfer, the Owner
hereby certifies that such transfer is being effected in accordance with Rule
144A under the Securities Act and with all applicable securities laws of the
states of the United States and other jurisdictions.  Accordingly, the Owner hereby further certifies as follows:


 


(1)                                  the
Specified Securities are being transferred to a person that the Owner and any
person acting on its behalf reasonably believe is a “qualified institutional
buyer” within the meaning of Rule 144A, acquiring for its own account or for
the account of a qualified institutional buyer; and


 


(2)                                  the
Owner and any person acting on its behalf have taken reasonable steps to ensure
that the Transferee is aware that the Owner may be relying on Rule 144A in
connection with the transfer.


 


This certificate and the statements contained herein are made for your benefit
and the benefit of the Company and the Initial Purchasers under the Purchase
Agreement.


 


Dated:


 


	
   

  	
   

  
	
   

  	
  (Print the name of the Undersigned, as such term is defined in the
  second paragraph of this certificate.)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


(If the Undersigned is a
corporation, partnership or fiduciary, the title of the person signing on
behalf of the Undersigned must be stated.)


 


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EXHIBIT D


 


FORM OF CERTIFICATE TO BE

DELIVERED IN CONNECTION WITH

TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS


(Transfers Pursuant to Section 2.17(a) of the Indenture)


 


Wells Fargo Bank Minnesota,
National Association

Corporate Trust

Sixth Street and Marquette Avenue

MAC N9303-120

Minneapolis, MN 55479


 


Attention:  HMP Administrator


 


Re:                             HMP
Equity Holdings Corporation 15% Senior Secured Discount

Notes due 2008 (the “Securities”)


 


Ladies and Gentlemen:


 


Reference is hereby made to the Indenture, dated as of May 9, 2003
between the Company, the Guarantor and Wells Fargo Bank Minnesota, National
Association, as trustee (the “Indenture”).  Terms used but not defined herein have the
meanings given to them in the Indenture.


 


This certificate relates to
$         principal amount of
Securities, which are evidenced by the following certificate(s) (the “Securities”):


 


1.                                       We understand
that the Securities have not been registered under the Securities Act of 1933,
as amended (the “Securities Act”), and may not be sold except as permitted
in the following sentence.  We
understand and agree, on our own behalf and on behalf of any accounts for which
we are acting as hereinafter stated, (x) that such Securities are being offered
only in a transaction not involving any public offering within two years after
the date of the original issuance of the Securities or if within three months after
we cease to be an affiliate (within the meaning of Rule 144 under the
Securities Act) of the Company, such Securities may be resold, pledged or
transferred only (i) to the Company, (ii) so long as the Securities are
eligible for resale pursuant to Rule 144A under the Securities Act (“Rule
144A”), to a person whom we reasonably believe is a “qualified institution
buyer” (as defined in Rule 144A) (“QIB”) that purchases for its own
account or for the account of a QIB to whom notice is given that the resale,
pledge or transfer is being made in reliance on Rule 144A (as indicated by the
box checked by the transferor on the Certificate of Transfer on the reverse of
the certificate for the Securities), (iii) in an offshore transaction in
accordance with Regulation S under the Securities Act (as indicated by the box
checked by the transferor on the Certificate of Transfer on the reverse of the
Note if the Note is not in book-entry form), and, if such transfer is being


 


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effected by certain transferors prior to the expiration of the “40-day
distribution compliance period” (within the meaning of Rule 903(b)(2) of
Regulation S under the Securities Act), a certificate that may be obtained from
the Trustee is delivered by the transferee, (iv) to an institution that is an
“accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act (as indicated by the box checked by the transferor on the
Certificate of Transfer on the reverse of the certificate for the Securities)
which has certified to the Company and the Trustee for the Securities that it
is such an accredited investor and is acquiring the Securities for investment
purposes and not for distribution (provided that no Securities purchased from a
foreign purchaser or from any person other than a QIB or an institutional
accredited investor pursuant to this clause (iii) shall be permitted to
transfer any Securities so purchased to an institutional accredited investor
pursuant to this clause (iv) prior to the expiration of the “applicable
restricted period” (within the meaning of Regulation S under the Securities
Act), (v) pursuant to an exemption from registration under the Securities Act
provided by Rule 144 (if applicable) under the Securities Act, or (vi) pursuant
to an effective registration statement under the Securities Act, in each case
in accordance with any applicable securities laws of any state of the United
States, and we will notify any purchaser of the Securities from us of the above
resale restriction, if then applicable. 
We further understand that in connection with any transfer of the
Securities by us that the Company and the Trustee for the Securities may
request, and if so requested we will furnish, such certificates, legal opinions
and other information as they may reasonably require to confirm that any such
transfer complies with the foregoing restrictions.


 


2.                                       We are able to
fend for ourselves in the transactions contemplated by this Offering Circular,
we have such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of our investment in the
Securities, and we and any accounts for which we are acting are each able to
bear the economic risk of our or its investment and can afford the complete
loss of such investment.


 


3.                                       We understand
that the Company and others will rely upon the truth and accuracy of the foregoing
acknowledgments, representations and agreements and we agree that if any of the
acknowledgments, representations and warranties deemed to have been made by us
by our purchase of Securities, for our own account or of one or more accounts
as to each of which we exercise sole investment discretion, are no longer
accurate, we shall promptly notify the Company.


 


4.                                       We are acquiring
the Securities purchased by us for investment purposes and not for distribution
of our own account or for one or more accounts as to each of which we exercise
sole investment discretion and we are or such account is an institutional
“accredited investor” (as defined in rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act).


 


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


 


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  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Name of Purchaser)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


Date:


 


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EXHIBIT E


 


GUARANTEE


 


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


 


Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Indenture dated as of May 9, 2003, among HMP EQUITY
HOLDINGS CORPORATION as issuer (the “Company”), the Guarantor named
therein and Wells Fargo Bank Minnesota, National Association, as trustee (the “Trustee”),
as amended or supplemented (the “Indenture”).


 


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


 


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


 


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


 


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


 


Date:                    May 9, 2003


 


 


	
   

  	
  ICI ALTA INC. (to be renamed ALTA ONE INC.)

  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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EXHIBIT F


 


[FORM OF INCUMBENCY CERTIFICATE]


 


The undersigned,
                                  ,
being the
                  
of
                            
(the “Company”) does hereby certify that the individuals listed below
are qualified and acting officers of the Company as set forth in the right
column opposite their respective names and the signatures appearing in the
extreme right column opposite the name of each such officer is a true specimen
of the genuine signature of such officer and such individuals have the
authority to execute documents to be delivered to, or upon the request of,
Wells Fargo Bank Minnesota, National Association, as Trustee under the
Indenture dated as of May 9, 2003, by and between the Company ICI Alta Inc. (to
be renamed Alta One Inc.) and the Trustee.


 


	
  Name

  	
   

  	
  Title

  	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate as of the 9th day of May, 2003.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


F-1