**Exhibit4.1**

 

INDENTURE

Dated as ofNovember 13, 2006

Among

HUNTSMANINTERNATIONAL LLC, as Issuer,

each of theGuarantors named herein

and

Wells Fargo Bank,National Association, as Trustee

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$200,000,000

7 7/8% SeniorSubordinated Notes due 2014

€400,000,000

6 7/8% SeniorSubordinated Notes due 2013

 

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**TABLE OF CONTENTS**
|                                             |                                                      | **Page** |
|---------------------------------------------|-----------------------------------------------------------|----------|
|                                        |                                                      |     |
| ARTICLE I                                   |
|                                        |                                                      |     |
| DEFINITIONS AND  INCORPORATION BY REFERENCE |
|                                        |                                                      |     |
| Section 1.01                                | Definitions                                               | 1        |
| Section 1.02                                | Incorporation by Reference of TIA                         | 31       |
| Section 1.03                                | Rules of Construction                                     | 31       |
|                                        |                                                      |     |
| ARTICLE II                                  |
|                                        |                                                      |     |
| THE NOTES                                   |
|                                        |                                                      |     |
| Section 2.01                                | Form and Dating                                           | 31       |
| Section 2.02                                | Execution and Authentication; Aggregate Principal  Amount | 33       |
| Section 2.03                                | Registrar and Paying Agent                                | 34       |
| Section 2.04                                | Paying Agent To Hold Assets in Trust                      | 35       |
| Section 2.05                                | Holder Lists                                              | 35       |
| Section 2.06                                | Transfer and Exchange                                     | 35       |
| Section 2.07                                | Replacement Notes                                         | 36       |
| Section 2.08                                | Outstanding Notes                                         | 36       |
| Section 2.09                                | Treasury Notes                                            | 37       |
| Section 2.10                                | [Intentionally Omitted]                                   | 37       |
| Section 2.11                                | Cancellation                                              | 37       |
| Section 2.12                                | Defaulted Interest                                        | 37       |
| Section 2.13                                | CUSIP Numbers                                             | 38       |
| Section 2.14                                | Deposit of Moneys                                         | 38       |
| Section 2.15                                | Book-Entry Provisions for Global Securities               | 38       |
| Section 2.16                                | Transfer and Exchange of Securities                       | 39       |
| Section 2.17                                | Special Transfer Provisions                               | 45       |
| Section 2.18                                | Issuance of Additional Notes                              | 46       |
|                                        |                                                      |     |
| ARTICLE III                                 |
|                                        |                                                      |     |
| REDEMPTION                                  |
|                                        |                                                      |     |
| Section 3.01                                | Notices to Trustee                                        | 46       |
| Section 3.02                                | Selection of Notes To Be Redeemed                         | 47       |
| Section 3.03                                | Notice of Redemption                                      | 47       |
| Section 3.04                                | Effect of Notice of Redemption                            | 48       |
| Section 3.05                                | Deposit of Redemption Price                               | 48       |
| Section 3.06                                | Notes Redeemed in Part                                    | 48       |

 

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| ARTICLE IV             |
|------------------------|
|                   |   |   |
| COVENANTS              |
|                   |   |   |
| Section 4.01           | Payment of Notes | 49 |
| Section 4.02           | Maintenance of Office or Agency | 49 |
| Section 4.03           | Limitation on Restricted Payments | 49 |
| Section 4.04           | Corporate Existence | 51 |
| Section 4.05           | Payment of Taxes and Other Claims | 51 |
| Section 4.06           | Maintenance of Properties and Insurance | 51 |
| Section 4.07           | Compliance Certificate; Notice of Default | 52 |
| Section 4.08           | Compliance with Laws | 52 |
| Section 4.09           | Reports to Holders | 53 |
| Section 4.10           | Waiver of Stay, Extension or Usury Laws | 53 |
| Section 4.11           | Limitations on Transactions with Affiliates | 54 |
| Section 4.12           | Limitation on Incurrence of Additional Indebtedness | 55 |
| Section 4.13           | Limitation on Dividend and Other Payment  Restrictions Affecting Subsidiaries | 55 |
| Section 4.14           | Change of Control | 56 |
| Section 4.15           | Limitation on Asset Sales | 58 |
| Section 4.16           | Prohibition on Incurrence of Senior Subordinated  Debt | 62 |
| Section 4.17           | Limitation on Preferred Stock of Restricted  Subsidiaries | 62 |
| Section 4.18           | Limitation on Liens | 62 |
| Section 4.19           | Limitation of Guarantees by Restricted Subsidiaries | 63 |
| Section 4.20           | Conduct of Business | 63 |
| Section 4.21           | Covenant Termination | 63 |
|                   |   |   |
| ARTICLE V              |
|                   |   |   |
| SUCCESSOR  CORPORATION |
|                   |   |   |
| Section 5.01           | Merger, Consolidation and Sale of Assets | 64 |
| Section 5.02           | Successor Corporation Substituted | 65 |
|                   |   |   |
| ARTICLE VI             |
|                   |   |   |
| DEFAULT AND  REMEDIES  |
|                   |   |   |
| Section 6.01           | Events of Default | 65 |
| Section 6.02           | Acceleration | 67 |
| Section 6.03           | Other Remedies | 67 |
| Section 6.04           | Waiver of Past Defaults | 68 |
| Section 6.05           | Control by Majority | 68 |
| Section 6.06           | Limitation on Suits | 68 |
| Section 6.07           | Rights of Holders To Receive Payment | 69 |
| Section 6.08           | Collection Suit by Trustee | 69 |
| Section 6.09           | Trustee May File Proofs of Claim | 69 |

 

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| Section 6.10                         | Priorities                                             | 70     |
|--------------------------------------|--------------------------------------------------------|--------|
| Section 6.11                         | Undertaking for Costs                                  | 70     |
| Section 6.12                         | Expenses and Services After an Event of Default        | 70     |
|                                 |                                                   |   |
| ARTICLE VII                          |
|                                 |                                                   |   |
| TRUSTEE                              |
|                                 |                                                   |   |
| Section 7.01                         | Duties of Trustee                                      | 71     |
| Section 7.02                         | Rights of Trustee                                      | 72     |
| Section 7.03                         | Individual Rights of Trustee                           | 73     |
| Section 7.04                         | Trustee’s Disclaimer                              | 74     |
| Section 7.05                         | Notice of Default                                      | 74     |
| Section 7.06                         | Reports by Trustee to Holders                          | 74     |
| Section 7.07                         | Compensation and Indemnity                             | 74     |
| Section 7.08                         | Replacement of Trustee                                 | 76     |
| Section 7.09                         | Successor Trustee by Merger, Etc.                      | 77     |
| Section 7.10                         | Eligibility; Disqualification                          | 77     |
| Section 7.11                         | Preferential Collection of Claims Against the  Company | 77     |
|                                 |                                                   |   |
| ARTICLE VIII                         |
|                                 |                                                   |   |
| DISCHARGE OF  INDENTURE; DEFEASANCE  |
|                                 |                                                   |   |
| Section 8.01                         | Termination of the Company’s Obligations          | 77     |
| Section 8.02                         | Acknowledgment of Discharge by Trustee                 | 79     |
| Section 8.03                         | Application of Trust Money                             | 80     |
| Section 8.04                         | Repayment to the Company                               | 80     |
| Section 8.05                         | Reinstatement                                          | 80     |
|                                 |                                                   |   |
| ARTICLE IX                           |
|                                 |                                                   |   |
| AMENDMENTS,  SUPPLEMENTS AND WAIVERS |
|                                 |                                                   |   |
| Section 9.01                         | Without Consent of Holders                             | 80     |
| Section 9.02                         | With Consent of Holders                                | 81     |
| Section 9.03                         | Compliance with TIA                                    | 82     |
| Section 9.04                         | Revocation and Effect of Consents                      | 82     |
| Section 9.05                         | Notation on or Exchange of Notes                       | 83     |
| Section 9.06                         | Trustee To Sign Amendments, Etc.                       | 83     |
|                                 |                                                   |   |
| ARTICLE X                            |
|                                 |                                                   |   |
| SUBORDINATION OF  NOTES              |
|                                 |                                                   |   |
| Section 10.01                        | Notes Subordinated to Senior Debt                      | 83     |
| Section 10.02                        | Suspension of Payment When Senior Debt Is in Default   | 84     |

 

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| Section 10.03               | Notes  Subordinated to Prior Payment of All Senior Debt on Dissolution, Liquidation  or Reorganization of Company | 85     |
|-----------------------------|-------------------------------------------------------------------------------------------------------------------|--------|
| Section 10.04               | Holders To Be  Subrogated to Rights of Holders of Senior Debt                                                     | 87     |
| Section 10.05               | Obligations of  the Company Unconditional                                                                         | 87     |
| Section 10.06               | Trustee Entitled  To Assume Payments Not Prohibited in Absence of Notice                                          | 88     |
| Section 10.07               | Application by  Trustee of Assets Deposited with It                                                               | 88     |
| Section 10.08               | No Waiver of  Subordination Provisions                                                                            | 89     |
| Section 10.09               | Holders  Authorize Trustee To Effectuate Subordination of Notes                                                   | 89     |
| Section 10.10               | Right of Trustee  To Hold Senior Debt                                                                             | 90     |
| Section 10.11               | No Suspension of  Remedies                                                                                        | 90     |
| Section 10.12               | No Fiduciary  Duty of Trustee to Holders of Senior Debt                                                           | 90     |
|                        |                                                                                                              |   |
| ARTICLE XI                  |
|                        |                                                                                                              |   |
| GUARANTEE OF  NOTES         |
|                        |                                                                                                              |   |
| Section 11.01               | Unconditional Guarantee                                                                                           | 90     |
| Section 11.02               | Limitations on Guarantees                                                                                         | 92     |
| Section 11.03               | Execution and Delivery of Guarantee                                                                               | 92     |
| Section 11.04               | Release of a Guarantor                                                                                            | 92     |
| Section 11.05               | Waiver of Subrogation                                                                                             | 93     |
| Section 11.06               | Immediate Payment                                                                                                 | 94     |
| Section 11.07               | No Set-Off                                                                                                        | 94     |
| Section 11.08               | Obligations Absolute                                                                                              | 94     |
| Section 11.09               | Obligations Continuing                                                                                            | 94     |
| Section 11.10               | Obligations Not Reduced                                                                                           | 94     |
| Section 11.11               | Obligations Reinstated                                                                                            | 94     |
| Section 11.12               | Obligations Not Affected                                                                                          | 95     |
| Section 11.13               | Waiver                                                                                                            | 96     |
| Section 11.14               | No Obligation To Take Action Against the Company                                                                  | 96     |
| Section 11.15               | Dealing with the Company and Others                                                                               | 96     |
| Section 11.16               | Default and Enforcement                                                                                           | 97     |
| Section 11.17               | Amendment, Etc.                                                                                                   | 97     |
| Section 11.18               | Acknowledgment                                                                                                    | 97     |
| Section 11.19               | Costs and Expenses                                                                                                | 97     |
| Section 11.20               | No Waiver; Cumulative Remedies                                                                                    | 97     |
| Section 11.21               | Guarantee in Addition to Other Obligations                                                                        | 97     |
| Section 11.22               | Severability                                                                                                      | 98     |
| Section 11.23               | Successors and Assigns                                                                                            | 98     |
|                        |                                                                                                              |   |
| ARTICLE XII                 |
|                        |                                                                                                              |   |
| SUBORDINATION OF  GUARANTEE |
|                        |                                                                                                              |   |
| Section 12.01               | Guarantee Obligations Subordinated to Guarantor  Senior Debt                                                      | 98     |

 

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| Section 12.02 | Suspension of  Guarantee Obligations When Guarantor Senior Debt Is in Default                                                                                 | 98     |
|---------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| Section 12.03 | Guarantee  Obligations Subordinated to Prior Payment of All Guarantor Senior Debt on  Dissolution, Liquidation or Reorganization of Such Subsidiary Guarantor | 100    |
| Section 12.04 | Holders of  Guarantee Obligations To Be Subrogated to Rights of Holders of Guarantor  Senior Debt                                                             | 101    |
| Section 12.05 | Obligations of  the Guarantors Unconditional                                                                                                                  | 102    |
| Section 12.06 | Trustee Entitled  To Assume Payments Not Prohibited in Absence of Notice                                                                                      | 103    |
| Section 12.07 | Application by  Trustee of Assets Deposited with It                                                                                                           | 103    |
| Section 12.08 | No Waiver of  Subordination Provisions                                                                                                                        | 103    |
| Section 12.09 | Holders  Authorize Trustee To Effectuate Subordination of Guarantee Obligations                                                                               | 104    |
| Section 12.10 | Right of Trustee  To Hold Guarantor Senior Indebtedness                                                                                                       | 104    |
| Section 12.11 | No Suspension of  Remedies                                                                                                                                    | 104    |
| Section 12.12 | No Fiduciary  Duty of Trustee to Holders of Guarantor Senior Debt                                                                                             | 105    |
|          |                                                                                                                                                          |   |
| ARTICLE XIII  |
|          |                                                                                                                                                          |   |
| MISCELLANEOUS |
|          |                                                                                                                                                          |   |
| Section 13.01 | TIA Controls                                                                                                                                                  | 105    |
| Section 13.02 | Notices                                                                                                                                                       | 105    |
| Section 13.03 | Communications by Holders with Other Holders                                                                                                                  | 106    |
| Section 13.04 | Certificate and Opinion as to Conditions Precedent                                                                                                            | 106    |
| Section 13.05 | Statements Required in Certificate or Opinion                                                                                                                 | 107    |
| Section 13.06 | Rules by Trustee, Paying Agent, Registrar                                                                                                                     | 107    |
| Section 13.07 | Legal Holidays                                                                                                                                                | 107    |
| Section 13.08 | Governing Law                                                                                                                                                 | 107    |
| Section 13.09 | No Adverse Interpretation of Other Agreements                                                                                                                 | 108    |
| Section 13.10 | No Recourse Against Others                                                                                                                                    | 108    |
| Section 13.11 | Successors                                                                                                                                                    | 108    |
| Section 13.12 | Duplicate Originals                                                                                                                                           | 108    |
| Section 13.13 | Severability                                                                                                                                                  | 108    |
| Section 13.14 | Independence of Covenants                                                                                                                                     | 108    |
|          |                                                                                                                                                          |   |
| SIGNATURES    |                                                                                                                                                          | 1      |
|          |                                                                                                                                                          |   |
| Exhibit A-1   | –                                                                                                                                                        |   | Form of Restricted Dollar Note |   |
| Exhibit A-2   | –                                                                                                                                                        |   | Form of Restricted Euro Note |   |
| Exhibit A-3   | –                                                                                                                                                        |   | Form of Dollar Note |   |
| Exhibit A-4   | –                                                                                                                                                        |   | Form of Euro Note |   |
| Exhibit B     | -                                                                                                                                                             |   | Form of Legend for Global Notes |   |
| Exhibit C     | -                                                                                                                                                             |   | Form of Transfer Certificates |   |
|               |                                                                                                                                                               |        |  |  |  |

 

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| Exhibit D | – |   | Form of IAI Transfer Certificate |   |
|-----------|--------|--------|----------------------------------|--------|
| Exhibit E | – |   | Form of Guarantee                |   |

 

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

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INDENTURE, dated as of November 13, 2006, amongHUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (the “Company”),each of the Guarantors named herein, as guarantors, and Wells Fargo Bank,National Association, a national banking association, as trustee (the “Trustee”).

The Company has duly authorized the creation of anissue of dollar denominated 7 7/8% Senior Subordinated Notes due 2014 (the“Dollar Notes”) and euro denominated 6 7/8% Senior Subordinated Notes due2013 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”).  All things necessary to make the Notes, whenduly issued and executed by the Company and authenticated and deliveredhereunder, the valid and binding obligations of the Company and to make thisIndenture a valid and binding agreement of the Company have been done.

Each party hereto agrees as follows for the benefit ofthe other parties and for the equal and ratable benefit of the Holders of theNotes:

**ARTICLE I**

**DEFINITIONS ANDINCORPORATION BY REFERENCE**

Section 1.01           Definitions.

“Acceleration Notice” has the meaning provided inSection 6.02(a).

“Acquired Indebtedness” means Indebtedness of a Personor any of its Subsidiaries existing at the time such Person becomes aRestricted Subsidiary of the Company or at the time it merges or consolidateswith the Company or any of its Restricted Subsidiaries or assumed in connectionwith the acquisition of assets from such Person and in each case not incurredby such Person in connection with, or in anticipation or contemplation of, suchPerson becoming a Restricted Subsidiary of the Company or such acquisition,merger or consolidation, except for Indebtedness of a Person or any of itsSubsidiaries that is repaid at the time such Person becomes a RestrictedSubsidiary of the Company or at the time it merges or consolidates with the Companyor any of its Restricted Subsidiaries.

“Additional Dollar Notes” means Dollar Notes (otherthan the Initial Dollar Notes and other than Exchange Notes issued pursuant toan exchange offer for such Initial Dollar Notes under this Indenture orissuances under Section 2.07 or 2.16) issued under this Indenture from time totime in accordance with Sections 2.01, 2.02, 2.18 and 4.12 hereof.

“Additional Euro Notes” means Euro Notes (other thanthe Initial Euro Notes and other than Exchange Notes issued pursuant to anexchange offer for such Initial Euro Notes under this Indenture or issuancesunder Section 2.07 or 2.16) issued under this Indenture from time to time in accordancewith Sections 2.01, 2.02, 2.18 and 4.12 hereof.

“Additional Notes” means the Additional Dollar Notes(if any) and the Additional Euro Notes (if any).

“Adjusted Bund Rate” means with respect to anyredemption date, the mid- market yield, under the heading which represents theaverage for the immediately prior week, 

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appearing on Reuters page AABBUND01, or its successor,for the maturity corresponding to November 15, 2009 (if no maturity date iswithin three months before or after November 15, 2009, yields for the twopublished maturities most closely corresponding to November 15, 2009 shall bedetermined and the Bund yield shall be interpolated or extrapolated from suchyields on a straight line basis, rounding to the nearest month), plus0.50%.  The Bund Rate shall be calculatedon the third Business Day preceding such redemption date.

“Adjusted Treasury Rate” means with respect to anyredemption date, the rate per annum equal to the semiannual equivalent yield tomaturity of the Comparable Treasury Issue, assuming a price for the ComparableTreasury Issue (expressed as a percentage of its principal amount) equal to theComparable Treasury Price for such redemption date, plus 0.50%.

“Affiliate” means, with respect to any specifiedPerson, any other Person who directly or indirectly through one or moreintermediaries 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 causethe direction of the management and policies of a Person, whether through theownership 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 bean Affiliate of the Company.

“Affiliate Transaction” has the meaning provided inSection 4.11(a).

“Agent” means any Registrar, Paying Agent orCo-Registrar.

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

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

“Asset Acquisition” means (a) an Investment by theCompany or any Restricted Subsidiary of the Company in any other Personpursuant to which such Person shall become a Restricted Subsidiary of theCompany or of any Restricted Subsidiary of the Company, or shall be merged withor into the Company or any Restricted Subsidiary of the Company, or (b) the acquisitionby the Company or any Restricted Subsidiary of the Company of the assets of anyPerson (other than a Restricted Subsidiary of the Company) which constitute allor substantially all of the assets of such Person or comprises any division orline of business of such Person or any other properties or assets of suchPerson 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 intoin the ordinary course of business), assignment or other transfer for value bythe Company or any of its Restricted Subsidiaries (including any Sale andLeaseback Transaction) to any Person other than the Company or a RestrictedSubsidiary of the Company of (a) any Capital Stock of any Restricted Subsidiaryof the Company; or (b) any other property or assets of the Company or anyRestricted Subsidiary of the Company other than in the ordinary course ofbusiness; provided, however, that Asset Sales shall not include(i) a transaction or series of related transactions for which the Company orits Restricted Subsidiaries receive aggregate consideration of less than $50million, (ii) sales, pledges, conveyances or other 

2

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transfers of accounts receivable or participations orother interests therein and related assets (including contract rights) of thetype specified in the definition of “Qualified Securitization Transaction”directly or indirectly to a Securitization Entity for the Fair Market Valuethereof, (iii) sales or grants of licenses to use the patents, trade secrets,know-how and other intellectual property of the Company or any of itsRestricted Subsidiaries to the extent that such license does not prohibit theCompany or any of its Restricted Subsidiaries from using the technologieslicensed or require the Company or any of its Restricted Subsidiaries to payany fees for any such use, (iv) the sale, lease, conveyance, disposition orother transfer (A) of all or substantially all of the assets of the Company aspermitted under Section 5.01, (B) of any Capital Stock or other ownership interestin or assets or property of an Unrestricted Subsidiary or a Person which is nota Subsidiary, (C) pursuant to any foreclosure of assets or other remedyprovided by applicable law to a creditor of the Company or any Subsidiary ofthe Company with a Lien on such assets, which Lien is permitted under thisIndenture; provided that such foreclosure or other remedy is conductedin a commercially reasonable manner or in accordance with any bankruptcy law,(D) involving only Cash Equivalents, Foreign Cash Equivalents or inventory inthe ordinary course of business or obsolete or worn out property or propertythat is no longer useful in the conduct of the business of the Company or its RestrictedSubsidiaries in the ordinary course of business consistent with past practicesof the Company or such Restricted Subsidiaries or (E) including only the leaseor sublease of any real or personal property in the ordinary course ofbusiness, (v) the consummation of any transaction in accordance with the termsof Sections 4.03 and 5.01 hereof and (vi) Permitted Investments.

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

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

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

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

“Capital Stock” means (i) with respect to any Personthat is a corporation, any and all shares, interests, participations or otherequivalents (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 allpartnership, membership or other equity interests of such Person.

“Capitalized Lease Obligation” means, as to anyPerson, the obligations of such Person under a lease that are required to beclassified and accounted for as capital lease obligations under GAAP and, forpurposes of this definition, the amount of such obligations at any date shallbe the capitalized amount of such obligations at such date, determined inaccordance with GAAP.

3

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“Cash Equivalents” means (i) a marketable obligation,maturing within two years after issuance thereof, issued or guaranteed by theUnited States of America or an instrumentality or agency thereof, (ii) acertificate of deposit or banker’s acceptance, maturing within one year afterissuance thereof, issued by any lender under the Credit Facilities, or anational or state bank or trust company or a European, Canadian or Japanesebank, 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 betterby S&P or A2 or better by Moody’s or the equivalent rating by any othernationally recognized rating agency (provided that the aggregate faceamount of all Investments in certificates of deposit or bankers’ acceptancesissued by the principal offices of or branches of such European or Japanesebanks located outside the United States of America shall not at any time exceed33 1/3% of all Investments described in this definition), (iii) open marketcommercial paper, maturing within 270 days after issuance thereof, which has arating of A1 or better by S&P or P1 or better by Moody’s or the equivalentrating by any other nationally recognized rating agency, (iv) repurchaseagreements and reverse repurchase agreements with a term not in excess of oneyear with any financial institution which has been elected as a primarygovernment securities dealer by the Federal Reserve Board or whose securitiesare rated AA- or better by S&P or Aa3 or better by Moody’s or theequivalent rating by any other nationally recognized rating agency relating tomarketable direct obligations issued or unconditionally guaranteed by theUnited States of America or any agency or instrumentality thereof and backed bythe full faith and credit of the United States of America, (v) “Money Market”preferred stock maturing within six months after issuance thereof or municipalbonds issued by a corporation organized under the laws of any state of theUnited States of America, which has a rating of “A” or better by S&P orMoody’s or the equivalent rating by any other nationally recognized ratingagency, (vi) tax exempt floating rate option tender bonds backed by letters ofcredit issued by a national or state bank whose long-term unsecured debt has arating of AA or better by S&P or Aa2 or better by Moody’s or the equivalentrating by any other nationally recognized rating agency, and (vii) shares ofany money market mutual fund rated at least AAA or the equivalent thereof byS&P or at least Aaa or the equivalent thereof by Moody’s or any othermutual fund holding assets consisting (except for de minimis amounts) of thetype specified in clauses (i) through (vi) above.

“Change of Control” means (a) any “person” or “group”(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), otherthan Mr. Jon M. Huntsman, his spouse, direct descendants, an entity controlledby 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”)or GOP, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and13d-5 under the Exchange Act, except that a Person shall be deemed to have “beneficialownership” of all securities that such Person has the right to acquire, whethersuch right is exercisable immediately or only after the passage of time),directly or indirectly, of 35% or more of the then outstanding voting capitalstock of the Company other than in a transaction having the approval of theBoard of Managers of the Company at least a majority of which members areContinuing Managers; or (b) Continuing Managers shall cease to constitute atleast a majority of the persons constituting the Board of Managers of theCompany.

“Change of Control Date” has the meaning provided inSection 4.14(c).

4

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“Change of Control Offer” has the meaning provided inSection 4.14(a).

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

“Clearing Agency” has meaning provided in Section2.15.

“Clearstream” shall mean Clearstream Banking S.A.

“Commission” or “SEC” means the Securities andExchange Commission.

“Commodity Agreements” means any commodity futurescontract, commodity option or other similar agreement or arrangement enteredinto by the Company or any of its Restricted Subsidiaries designed to protectthe Company or any of its Restricted Subsidiaries against fluctuations in theprice of commodities actually at that time used in the ordinary course ofbusiness of the Company or its Restricted Subsidiaries.

“Common Depositary” means Citibank, N.A., as commondepositary for Euroclear and depositary for the Euro Denominated Securities,together with its successors in such capacity.

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

“Company” means the party named as such in thisIndenture until a successor replaces it pursuant to this Indenture andthereafter means such successor.

“Company Order” means any written order signed in thename of the Company by two of its Officers.

“Comparable Treasury Issue” means the United StatesTreasury Security selected by an Independent Investment Banker as having amaturity comparable to the remaining term of the notes to be redeemed thatwould be utilized, at the time of selection and in accordance with customaryfinancial practice, in pricing new issues of corporate debt securities ofcomparable maturity to the remaining term of such notes.

“Comparable Treasury Price” means, with respect to anyredemption date, (1) the average of the bid and asked prices for the ComparableTreasury Issue (expressed in each case as a percentage of its principal amount)on the third Business Day preceding such redemption date, as set forth in thedaily statistical release (or any successor release) published by the Federal ReserveBank of New York and designated “Composite 3:30 p.m. Quotations for U.S.Government Securities” or (2) if such release (or any successor release) is notpublished or does not contain such prices on such Business Day, (A) theReference Treasury Dealer Quotations for such redemption date, after excludingthe highest and lowest of such Reference Treasury Dealer Quotations, or (B) ifthe trustee obtains fewer than three such Reference Treasury Dealer Quotations,the average of all such Quotations.

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“Consolidated EBITDA” means, with respect to anyPerson, for any period, the sum (without duplication) of (i) Consolidated Net Incomeand (ii) to the extent Consolidated Net Income has been reduced thereby, (A)all income taxes of such Person and its Restricted Subsidiaries paid or accruedin accordance with GAAP for such period (other than income taxes attributableto extraordinary, unusual or nonrecurring gains or losses or taxes attributableto sales or dispositions outside the ordinary course of business) and PermittedTax Distributions paid during such period, (B) Consolidated Interest Expense,(C) Consolidated Non-cash Charges less any non-cash items increasingConsolidated Net Income for such period and (D) the amount of net lossresulting from the payment of any premiums or similar amounts that are requiredto be paid under the express terms of the instrument(s) governing anyIndebtedness of the Company upon the repayment or other extinguishment of suchIndebtedness by the Company in accordance with the express terms of suchIndebtedness, all as determined on a consolidated basis for such Person and itsRestricted Subsidiaries in accordance with GAAP.

“Consolidated Fixed Charge Coverage Ratio” means, withrespect to any Person, the ratio of Consolidated EBITDA of such Person duringthe four full fiscal quarters for which financial statements are available asprovided pursuant to Section 4.09 (the “Four Quarter Period”) ending on orprior to the date of the transaction giving rise to the need to calculate theConsolidated Fixed Charge Coverage Ratio (the “Transaction Date”) toConsolidated Fixed Charges of such Person for the Four Quarter Period.  In addition to and without limitation of theforegoing, for purposes of this definition, “Consolidated EBITDA” and “ConsolidatedFixed Charges” shall be calculated after giving effect on a pro forma basis forthe period of such calculation to (i) the incurrence or repayment or otherreduction or discharge of any Indebtedness of such Person or any of itsRestricted Subsidiaries (and the application of the proceeds thereof) givingrise to the need to make such calculation and any incurrence or repayment ofother Indebtedness (and the application of the proceeds thereof), other thanthe incurrence or repayment of Indebtedness in the ordinary course of businessfor working capital purposes pursuant to working capital facilities, occurringduring the Four Quarter Period or at any time subsequent to the last day of theFour Quarter Period and prior to the Transaction Date, as if such incurrence orrepayment, 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(other than asset sales (A) in the ordinary course of business or (B) involvinga nominal amount of gross assets of less than $25 million) or AssetAcquisitions (including any Asset Acquisition giving rise to the need to makesuch calculation) occurring during the Four Quarter Period or at any timesubsequent to the last day of the Four Quarter Period and on or prior to theTransaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence,assumption or liability for any such Acquired Indebtedness) occurred on thefirst day of the Four Quarter Period.  Ifsuch Person or any of its Restricted Subsidiaries directly or indirectly guaranteesIndebtedness of a Person other than the Company or a Restricted Subsidiary, thepreceding sentence shall give effect to the incurrence of such guaranteedIndebtedness as if such Person or any Restricted Subsidiary of such Person haddirectly incurred or otherwise assumed such guaranteed Indebtedness.  Furthermore, in calculating “ConsolidatedFixed Charges” for purposes of determining the denominator (but not thenumerator) of this “Consolidated Fixed Charge Coverage Ratio,” (1) interest onoutstanding Indebtedness determined on a fluctuating basis as of theTransaction Date and which will continue to be so determined thereafter shallbe deemed to have accrued at a fixed rate per annum equal to the rate ofinterest on such Indebtedness in effect on the Transaction Date; (2) ifinterest on any 

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Indebtedness actually incurred on the Transaction Datemay optionally be determined at an interest rate based upon a factor of a primeor similar rate, a eurocurrency interbank offered rate, or other rates, thenthe interest rate in effect on the Transaction Date will be deemed to have beenin effect during the Four Quarter Period; and (3) notwithstanding clause (1)above, interest on Indebtedness determined on a fluctuating basis, to theextent such interest is covered by agreements relating to Interest Swap Obligations,shall be deemed to accrue at the rate per annum resulting after giving effectto the operation of such agreements.

“Consolidated Fixed Charges” means, with respect toany Person for any period, the sum, without duplication, of (i) ConsolidatedInterest Expense, plus (ii) the product of (x) the amount of all dividendpayments on any series of Preferred Stock of such Person and its RestrictedSubsidiaries (other than dividends paid in Qualified Capital Stock and otherthan dividends paid to such Person or to a Restricted Subsidiary of suchPerson) paid, accrued or scheduled to be paid or accrued during such periodtimes (y) a fraction, the numerator of which is one and the denominator ofwhich is one minus the then current effective consolidated federal, state andlocal tax rate of such Person, expressed as a decimal.

“Consolidated Interest Expense” means, with respect toany Person for any period, the sum of, without duplication:  (i) the aggregate of the interest expense ofsuch Person and its Restricted Subsidiaries for such period determined on aconsolidated basis in accordance with GAAP, including without limitation, (a)any amortization of debt discount and amortization or write-off of deferredfinancing costs, excluding such costs relating to early retirement of debt, (b)the net costs under Interest Swap Obligations, (c) all capitalized interest and(d) the interest portion of any deferred payment obligation; and (ii) theinterest component of Capitalized Lease Obligations paid, accrued and/or scheduledto be paid or accrued by such Person and its Restricted Subsidiaries duringsuch period as determined on a consolidated basis in accordance with GAAP.

“Consolidated Leverage Ratio” means, for any Person,the ratio of (i) Indebtedness of such Person, and its RestrictedSubsidiary to (ii) Consolidated EBITDA of such Person calculated as setforth in the definition of Consolidated Fixed Charge Coverage Ratio.

“Consolidated Net Income” means, with respect to anyPerson, for any period, the sum of:  (x)the aggregate net income (or loss) of such Person and its RestrictedSubsidiaries for such period on a consolidated basis, determined in accordancewith GAAP plus (y) cash dividends or distributions paid to such Person or aRestricted Subsidiary of such Person by any other Person (the “Payor”) otherthan a Restricted Subsidiary of the referent Person, to the extent nototherwise included in Consolidated Net Income, which have been derived fromoperating cash flow of the Payor; provided that there shall be excludedtherefrom (a) after-tax gains and losses from Asset Sales or abandonments orreserves relating thereto, (b) after-tax items classified as extraordinary ornonrecurring gains, (c) the net income of any Person acquired in a “pooling ofinterests” transaction accrued prior to the date it becomes a RestrictedSubsidiary of the Person or is merged or consolidated with the Person or anyRestricted Subsidiary of the Person, (d) the net income (but not loss) of anyRestricted Subsidiary of the Person to the extent that the declaration ofdividends or similar distributions by that Restricted Subsidiary of that incomeis 

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restricted; provided, however, that thenet income of Foreign Subsidiaries shall only be excluded in any calculation ofConsolidated Net Income of the Company as a result of application of thisclause (d) if the restriction on dividends or similar distributions resultsfrom consensual restrictions, (e) the net income or loss of any Person, otherthan a Restricted Subsidiary of the Person, except to the extent of cashdividends or distributions paid to the Person or to a Wholly Owned RestrictedSubsidiary of the Person by such Person, (f) any restoration to income of anycontingency reserve, except to the extent that provision for such reserve wasmade out of Consolidated Net Income accrued at any time following June 30,1999, (g) income or loss attributable to discontinued operations (including,without limitation, operations disposed of during such period whether or notsuch operations were classified as discontinued), (h) in the case of asuccessor to the referent Person by consolidation or merger or as a transfereeof the referent Person’s assets, any earnings of the successor corporationprior to such consolidation, merger or transfer of assets, (i) non-cashcharges relating to asset impairments, which charges do not require an accrualof or a Reserve for cash charges for any future period, (j) all gains orlosses from the cumulative effect of any change in accounting principles and(k) the net amount of all Permitted Tax Distributions made during such period.

“Consolidated Non-cash Charges” means, with respect toany Person, for any period, the aggregate depreciation, amortization and othernon-cash charges of such Person and its Restricted Subsidiaries reducingConsolidated Net Income of such Person and its Restricted Subsidiaries for suchperiod, determined on a consolidated basis in accordance with GAAP (excludingany such charges constituting an extraordinary item or loss or any such chargewhich requires an accrual of or a reserve for cash charges for any futureperiod).

“Continuing Managers” means, as of any date, thecollective reference to (i) all members of the Board of Managers of the Companywho have held office continuously since the Issue Date, and (ii) all members ofthe Board of Managers of the Company who assumed office after such date andwhose appointment or nomination for election by the holders of the Company’sCapital Stock was approved by a vote of at least 50% of the Continuing Managersin office immediately prior to such appointment or nomination or by theHuntsman Group.

“Corporate Trust Office” means the principal office ofthe Trustee at which at any time its corporate trust business shall beadministered, or such other address as the Trustee may designate from time totime by notice to the Holders and the Company, or the principal corporate trustoffice of any successor Trustee (or such other address as a successor Trusteemay designate from time to time by notice to the Holders and the Company).

“Covenant Defeasance” has the meaning provided inSection 8.01.

“Credit Facilities” means the senior secured CreditAgreement, dated as of August 16, 2005, as amended, among the Company and thefinancial institutions party thereto, together with the related documentsthereto (including, without limitation, any guarantee agreements and securitydocuments), in each case as such agreements may be amended, supplemented,extended or otherwise modified from time to time, and any one or more debtfacilities, indentures or other agreements that refinances, replaces orotherwise restructures (including increasing the amount of available borrowingsthereunder in accordance with Section 4.12 or making Restricted Subsidiaries ofthe Company a borrower or guarantor thereunder) all or any portion of the 

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Indebtedness under such agreement or any successor orreplacement agreement and whether including any additional obligors or with thesame or any other agent, lender or group of lenders or with other financial institutionsor lenders.

“Currency Agreement” means any foreign exchangecontract, currency swap agreement or other similar agreement or arrangementdesigned to protect the Company or any Restricted Subsidiary of the Companyagainst 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 occurrenceof which is, or with the lapse of time or the giving of notice or both wouldbe, an Event of Default.

“Depositary” means DTC or the Common Depositary, asthe case may be.

“Designated Senior Debt” means (i) Indebtedness underor in respect of the Credit Facilities and (ii) any other Indebtednessconstituting Senior Debt which, at the time of determination, has an aggregateprincipal amount of at least $100,000,000 and is specifically designated in theinstrument evidencing such Senior Debt as “Designated Senior Debt” by theCompany.

“Discharged” means that the Company shall be deemed tohave paid and discharged the entire Indebtedness represented by, andobligations under, the Notes and to have satisfied all the obligations underthis Indenture relating to the Notes (and the Trustee, at the expense of theCompany, shall execute proper instruments acknowledging the same upon complianceby the Company with the provisions of Article Eight), except (i) the rights ofthe Holders of Notes to receive, from the trust fund described in ArticleEight, payment of the principal of and the interest on such Notes when suchpayments are due, (ii) the Company’s obligations with respect to the Notesunder 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 anyCapital Stock which, by its terms (or by the terms of any security into whichit is convertible or for which it is exchangeable), or upon the happening ofany event, matures or is mandatorily redeemable, pursuant to a sinking fundobligation or otherwise, or is redeemable at the sole option of the holderthereof on or prior to the final maturity date of the Notes.

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

“Dollar Paying Agent” means an office or agency of theCompany where Dollar Notes may be presented for payment.

“Dollar Denominated Global Security” means a GlobalSecurity denominated in Dollars.

“Dollar Notes Maturity Date” means November 15, 2014.

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“Dollar Registrar” means an office or agency of theCompany where Dollar Notes may be presented for registration of transfer orexchange.

“Domestic Subsidiary” means any Subsidiary other thana Foreign Subsidiary.

“DTC” means the Depository Trust Company, its nomineesand successors.

“Equity Offering” means any sale of Qualified CapitalStock of the Company or any capital contribution to the equity of the Companyfrom any person other than a Subsidiary of the Company.

“euro” or “€” means the currency introduced at thestart of the third stage of economic and monetary union pursuant to the Treatyof Rome establishing the European Community, as amended by the Treaty onEuropean Union, signed at Maastricht on February 7, 1992.

“Euro Denominated Global Security” means a Global Securitydenominated in euros.

“Euro Notes Maturity Date” means November 15, 2013.

“Euroclear” means Euroclear Bank S.A./N.V., asoperator of the Euroclear System.

“Euro Obligations” means non-callable governmentobligations of any member nation of the European Union whose official currencyis the euro, rated AAA or better by S&P and Aaa or better by Moody’s.

“Euro Paying Agent” means an office or agency of theCompany where Euro Notes may be presented for payment, which shall initially beCitibank, N.A.

“Euro Registrar” means an office or agency of theCompany where Euro Notes may be presented for registration of transfer orexchange, which shall initially be Citigroup Global Markets Deutschland AG& Co. KGaA.

“Event of Default” has the meaning provided in Section6.01.

“Exchange Act” means the Securities Exchange Act of1934, as amended, or any successor statute or statutes thereto.

“Exchange Dollar Notes” means with respect to theInitial Dollar Notes, Notes issued in exchange for the Initial Dollar Notes pursuantto the terms of the Registration Rights Agreement or, with respect to anyAdditional Notes, Notes issued in exchange for such Additional Notes pursuantto the terms of a registration rights agreement among the Company, the Guarantorsand the initial purchasers of such Additional Notes.

“Fair Market Value” means, with respect to any assetor property, the price which could be negotiated in an arm’s-length, freemarket transaction, for cash, between a willing seller and a willing and ablebuyer, neither of whom is under undue pressure or compulsion to 

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complete the transaction.  Fair market value (i) with respect to adetermination of value in excess of $100 million shall be determined by theBoard of Managers of the Company acting reasonably and in good faith and shallbe evidenced by a Board Resolution delivered to the Trustee or (ii) in allother cases, by an Officers’ Certificate delivered to the Trustee.

“Foreign Cash Equivalents” means (i) debt securitieswith a maturity of 365 days or less issued by any member nation of the EuropeanUnion, Switzerland or any other country whose debt securities are rated byS&P and Moody’s A-1 or P-1, or the equivalent thereof (if a short-term debtrating 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 suchjurisdiction, an “Approved Jurisdiction”) or any agency or instrumentality ofan Approved Jurisdiction, provided that the full faith and credit of theApproved Jurisdiction is pledged in support of such debt securities or suchdebt securities constitute a general obligation of the Approved Jurisdictionand (ii) debt securities in an aggregate principal amount not to exceed $25million with a maturity of 365 days or less issued by any nation in which theCompany or its Restricted Subsidiaries has cash which is the subject of restrictionson export or any agency or instrumentality of such nation, provided thatthe full faith and credit of such nation is pledged in support of such debtsecurities or such debt securities constitute a general obligation of suchnation.

“Foreign Subsidiary” means any Subsidiary of theCompany (other than a Guarantor) organized under the laws of, and conducting asubstantial portion of its business in, any jurisdiction other than the UnitedStates of America or any state thereof or the District of Columbia.

“Funds” means the aggregate amount of U.S. LegalTender and/or U.S. Government Obligations (in the case of Dollar Notes) andEuros and/or Euro Obligations (in the case of the Euro Notes) deposited withthe Trustee pursuant to Article Eight.

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

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

“GOP” means MatlinPatterson Global OpportunitiesPartners L.P. and any other entity managed by its investment advisor,MatlinPatterson Global Advisers LLC.

“Guarantee” means the guarantee by a Guarantor of theobligations of the Company under this Indenture and the Notes contemplated byArticle Eleven of this Indenture.

“Guarantee Obligations” has the meaning provided inSection 12.01.

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“Guarantor” means (i) each of the Company’s RestrictedSubsidiaries that executes this Indenture as a Guarantor and (ii) each of theCompany’s Restricted Subsidiaries that in the future executes a supplementalindenture in which such Restricted Subsidiary agrees to be bound by the termsof this Indenture as a Guarantor; provided that any Person constitutinga Guarantor as described above shall cease to constitute a Guarantor when itsrespective Guarantee is released in accordance with the terms of thisIndenture.

“Guarantor Payment Blockage Period” has the meaningprovided in Section 12.02(b).

“Guarantor Senior Debt” means with respect to anyGuarantor, (i) the principal of, premium, if any, and interest (including anyinterest accruing subsequent to the filing of a petition of bankruptcy at therate provided for in the documentation with respect thereto, whether or notsuch interest is an allowed claim under applicable law) on any Indebtedness ofa Guarantor, whether outstanding on the Issue Date or thereafter created,incurred or assumed, except for any such Indebtedness that is expresslysubordinated or equal in right of payment to the Guarantee of suchGuarantor.  Without limiting thegenerality of the foregoing, “Guarantor Senior Debt” also includes theprincipal of, premium, if any, interest (including any interest accruingsubsequent to the filing of a petition of bankruptcy at the rate provided forin the documentation with respect thereto, whether or not such interest is anallowed claim under applicable law) on, and all other amounts owing in respectof, (w) all monetary obligations of every nature of a Guarantor in respect ofthe Credit Facilities, including obligations to pay principal and interest,reimbursement obligations under letters of credit, fees, expenses andindemnities, (x) all monetary obligations of every nature of a Guarantorevidenced by a promissory note and which is, directly or indirectly, pledged assecurity for the obligations of the Company under the Credit Facilities, (y)all Interest Swap Obligations and (z) all obligations under CurrencyAgreements, in each case whether outstanding on the Issue Date or thereafterincurred.  Notwithstanding the foregoing,“Guarantor Senior Debt” shall not include (i) any Indebtedness of suchGuarantor to its Restricted Subsidiaries or Affiliates or any of such Affiliate’sSubsidiaries other than as described in clause (x), (ii) Indebtedness to,or guaranteed on behalf of, any shareholder, director, officer or employee ofsuch Guarantor or any of its Restricted Subsidiaries, (iii) Indebtedness totrade creditors and other amounts incurred in connection with obtaining goods,materials or services, (iv) Indebtedness represented by Disqualified CapitalStock, (v) any liability for federal, state, local or other taxes owed or owingby such Guarantor, (vi) Indebtedness incurred in violation of Section 4.12,(vii) Indebtedness which, when incurred and without respect to any electionunder Section 1111(b) of Title 11, United States Code, is without recourse tothe Company and (viii) any Indebtedness that is expressly subordinated in rightof payment to any other Indebtedness of such Guarantor.

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

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

“Huntsman Affiliate” means the Company or any of itsAffiliates (other than the Company and its Subsidiaries).

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“Huntsman Corporation” means Huntsman Corporation, aDelaware corporation.

“Huntsman Parent Company” means Huntsman Corporationor any entity of which the Company is a direct or indirect Wholly OwnedSubsidiary.

“Huntsman Public Parent” means any Huntsman ParentCompany that has completed an Initial Public Equity Offering including HuntsmanCorporation.

“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 orother similar instruments, (iii) all Capitalized Lease Obligations of suchPerson, (iv) all Obligations of such Person issued or assumed as the deferredpurchase price of property that is due more than six months after takingdelivery of such property, all conditional sale obligations and all Obligationsunder any title retention agreement (but excluding trade accounts payable andother accrued liabilities arising in the ordinary course of business that arenot overdue by 90 days or more or are being contested in good faith byappropriate proceedings promptly instituted and diligently conducted), (v) allObligations for the reimbursement of any obligor on any letter of credit,banker’s acceptance or similar credit transaction, (vi) guarantees in respectof Indebtedness referred to in clauses (i) through (v) above and clause (viii)below, (vii) all Obligations of any other Person of the type referred to inclauses (i) through (vi) which are secured by any lien on any property or assetof such Person, the amount of such Obligation being deemed to be the lesser ofthe Fair Market Value of such property or asset or the amount of the Obligationso secured, (viii) all Obligations under Currency Agreements and Interest SwapAgreements of such Person and (ix) all Disqualified Capital Stock issued bysuch Person with the amount of Indebtedness represented by such DisqualifiedCapital Stock being equal to the greater of its voluntary or involuntaryliquidation preference and its maximum fixed repurchase price, but excluding accrueddividends, if any.  For purposes hereof,the “maximum fixed repurchase price” of any Disqualified Capital Stock whichdoes not have a fixed repurchase price shall be calculated in accordance withthe terms of such Disqualified Capital Stock as if such Disqualified CapitalStock were purchased on any date on which Indebtedness shall be required to bedetermined pursuant to this Indenture, and if such price is based upon, ormeasured by, the Fair Market Value of such Disqualified Capital Stock, suchFair Market Value shall be determined reasonably and in good faith by the Boardof Managers of the issuer of such Disqualified Capital Stock; provided, however,that notwithstanding the foregoing, “Indebtedness” shall not include (i)advances paid by customers in the ordinary course of business for services orproducts to be provided or delivered in the future, (ii) deferred taxes or(iii) unsecured indebtedness of the Company and/or its Restricted Subsidiariesincurred to finance insurance premiums in a principal amount not in excess ofthe insurance premiums to be paid by the Company and/or its RestrictedSubsidiaries for a three year period beginning on the date of any incurrence ofsuch indebtedness.

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

“Independent Financial Advisor” means a firm which, inthe judgment of the Board of Managers of the Company, is independent andqualified to perform the task for which it is to be engaged.

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“Independent Investment Banker” means any ReferenceTreasury Dealer appointed by the Trustee after consultation with the Company.

“Initial Dollar Notes” means the $200,000,000 inaggregate principal amount of 7 7/8% Senior Subordinated Notes due 2014 ofthe Company denominated in dollars that are issued on the Issue Date.

“Initial Euro Notes” means the €400,000,000 inaggregate principal amount of 6 7/8% Senior Subordinated Notes due 2013 ofthe Company denominated in euros that are issued on the Issue Date.

“Initial Notes” means the Initial Dollar Notes and theInitial Euro Notes.

“Initial Public Equity Offering” means a firmcommitment underwritten offering of shares of Capital Stock of the applicablePerson registered on Form S-1 under the Securities Act.

“Initial Purchasers” means Deutsche Bank SecuritiesInc., Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. andWachovia Capital Markets, LLC.

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

“Interest Payment Date” means, with respect to eachNote, the stated maturity of an installment of interest on the Notes specifiedtherein.

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

“Investment” means, with respect to any Person, anydirect or indirect loan or other extension of credit (including, withoutlimitation, a guarantee) or capital contribution to (by means of any transferof cash or other property to others or any payment for property or services forthe account or use of others), or any purchase or acquisition by such Person ofany Capital Stock, bonds, notes, debentures or other securities or evidences ofIndebtedness issued by, any other Person. “Investment” excludes extensions of trade credit by the Company and itsRestricted Subsidiaries on commercially reasonable terms in accordance withnormal trade practices of the Company or such Restricted Subsidiary, as thecase may be.  For the purposes of Section4.03 hereof, (i) “Investment” shall include and be valued at the Fair MarketValue of the net assets of any Restricted Subsidiary at the time that suchRestricted Subsidiary is designated an Unrestricted Subsidiary after the IssueDate and shall exclude the Fair Market Value of the net assets of anyUnrestricted Subsidiary at the time that such Unrestricted Subsidiary isdesignated a Restricted Subsidiary and (ii) the amount of any Investment is theoriginal cost of such Investment plus the cost of all additional Investments bythe Company or any of its Restricted 

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Subsidiaries, without any adjustments for increases ordecreases in value, or write-ups, write-downs or write-offs with respect tosuch Investment, reduced by the payment of dividends or distributions inconnection with such Investment or any other amounts received in respect ofsuch Investment; provided that no such payment of dividends ordistributions or receipt of any such other amounts shall reduce the amount ofany Investment if such payment of dividends or distributions or receipt of anysuch amounts would be included in Consolidated Net Income.  If the Company or any Restricted Subsidiaryof the Company sells or otherwise disposes of any Common Stock of any direct orindirect Restricted Subsidiary of the Company such that, after giving effect toany such sale or disposition, the Company no longer owns, directly or indirectly,greater than 50% of the outstanding Common Stock of such Restricted Subsidiary,the Company shall be deemed to have made an Investment on the date of any suchsale or disposition equal to the Fair Market Value of the Common Stock of suchRestricted Subsidiary not sold or disposed of.

“Investment Grade Rating” means a rating equal to orhigher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) byS&P.

“Issue Date” means the date on which Notes are firstissued under this Indenture.

“Legal Defeasance” has the meaning provided in Section8.01.

“Lien” means any lien, mortgage, deed of trust,pledge, security interest, charge or encumbrance of any kind (including anyconditional sale or other title retention agreement, any lease in the naturethereof and any agreement to give any security interest), but not including anyinterests in accounts receivable and related assets conveyed by the Company orany of its Subsidiaries or other entities formed as necessary or customaryunder the laws of the relevant jurisdiction in connection with any QualifiedSecuritization Transaction.

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

“Net Cash Proceeds” means, with respect to any AssetSale, the proceeds in the form of cash or Cash Equivalents including paymentsin respect of deferred payment obligations when received in the form of cash orCash Equivalents (other than the portion of any such deferred paymentconstituting interest) received by the Company or any of its Restricted Subsidiariesfrom such Asset Sale net of (a) all out-of-pocket expenses and fees relating tosuch Asset Sale (including, without limitation, legal, accounting andinvestment banking fees and sales commissions), (b) taxes paid or payable aftertaking into account any reduction in consolidated tax liability due toavailable tax credits or deductions and any tax sharing arrangements, (c)repayment of Indebtedness that is required to be repaid in connection with suchAsset Sale (d) the decrease in proceeds from Qualified SecuritizationTransactions which results from such Asset Sale and (e) appropriateamounts to be provided by the Company or any Restricted Subsidiary, as the casemay be, as a reserve, in accordance with GAAP, against any liabilitiesassociated with such Asset Sale and retained by the Company or any RestrictedSubsidiary, as the case may be, after such Asset Sale, including, withoutlimitation, pension and other post-employment benefit liabilities, liabilitiesrelated to environmental matters and liabilities under any indemnification obligationsassociated with such Asset Sale.

“Net Proceeds Offer” has the meaning provided inSection 4.15(c).

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“Net Proceeds Offer Amount” has the meaning providedin Section 4.15(c).

“Net Proceeds Offer Payment Date” has the meaningprovided in Section 4.15(c).

“Net Proceeds Offer Trigger Date” has the meaningprovided in Section 4.15(c).

“Noon Buying Rate” has the meaning provided in Section2.02.

“Non-payment Default” has the meaning provided inSection 10.02(b).

“Non-U.S. Person” means a person who is not a U.S.Person within the meaning assigned to such term in Regulation S.

“Notes” means, the Dollar Notes (including, withoutlimitation, any Additional Dollar Notes), the Euro Notes (including, withoutlimitation, any Additional Euro Notes) and the Exchange Notes.  The Dollar Notes (including any ExchangeNotes issued in exchange therefor) and the Euro Notes are separate series ofNotes but shall be treated as a single class of securities under thisIndenture, except as set forth herein. For purposes of this Indenture, all references to Notes to be issued orauthenticated upon transfer, replacement or exchange shall be deemed to referto Notes of the appropriate series.

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

“Officer” means, with respect to any Person, theChairman of the Board, the Chief Executive Officer, the President, any VicePresident, the Chief Financial Officer, the Treasurer, the Assistant Treasurer,the Financial Director, or the Secretary or the Assistant Secretary of suchPerson (or, with respect to a Person that is a limited partnership, the GeneralPartner of such Person), or any other officer designated by the Board ofManagers serving in a similar capacity.

“Officers’ Certificate” means, with respect to anyPerson, a certificate signed by two Officers or by an Officer and either an AssistantTreasurer or an Assistant Secretary of such Person and otherwise complying withthe requirements of Sections 13.04 and 13.05, as they relate to the making ofan Officers’ Certificate, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion fromlegal counsel who is reasonably acceptable to the Trustee complying with therequirements of Sections 13.04 and 13.05, as they relate to the giving of anOpinion of Counsel, and delivered to the Trustee.  Counsel giving any Opinion of Counsel shallbe entitled to rely on an Officer’s Certificate as to any factual mattersrelevant to such opinion.

“Pari Passu Indebtedness” means, in the case of theNotes, any Indebtedness of the Company that ranks equally in right of paymentwith the Notes and, in the case of the Guarantees, any Indebtedness of the applicableGuarantor that ranks equally in right of payment to the Guarantee of suchGuarantor.

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“Participants” means (i) with respect to the DollarNotes, institutions that have accounts with DTC or its nominee and (ii) withrespect to the Euro Notes, institutions that have accounts with Euroclear ortheir respective nominees.

“Paying Agent” means any Person (other than theCompany and any of its Affiliates) authorized by the Company to pay the principalof (and premium, if any) or interest on any notes on behalf of the Company andperform all the other obligations and duties of a “Paying Agent” describedherein, including, with respect to the Euro Notes, the Euro Paying Agent.

“Payment Blockage Notice” has the meaning provided in10.02(b).

“Payment Blockage Period” has the meaning provided inSection 10.02(b).

“Payment Default” has the meaning provided in Section10.02(a).

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

##### (i)             Indebtednessunder the Notes, this Indenture and the Guarantees;

##### (ii)            Indebtednessincurred under the Credit Facilities pursuant to this clause (ii) in anaggregate principal amount not exceeding the greater of $3.3 billion or 30% ofTotal Assets of the Company at any one time outstanding;

##### (iii)           otherIndebtedness of the Company and its Restricted Subsidiaries outstanding on theIssue Date reduced by the amount of any prepayments with Net Cash Proceeds ofany Asset Sale (which are accompanied by a corresponding permanent commitmentreduction) pursuant to clause (c) of Section 4.15;

##### (iv)          InterestSwap Obligations of the Company relating to Indebtedness of the Company or anyof its Restricted Subsidiaries (or Indebtedness that the Company or any of itsRestricted Subsidiaries reasonably intends to incur within six months) and InterestSwap Obligations of any Restricted Subsidiary of the Company relating to Indebtednessof such Restricted Subsidiary (or Indebtedness that such Restricted Subsidiaryreasonably intends to incur within six months); provided, however,that such Interest Swap Obligations will constitute “Permitted Indebtedness”only if they are entered into to protect the Company and its RestrictedSubsidiaries from fluctuations in interest rates on Indebtedness permittedunder this Indenture to the extent the notional principal amount of suchInterest Swap Obligations, when incurred, does not exceed the principal amountof the Indebtedness to which such Interest Swap Obligations relate;

##### (v)           Indebtednessunder Commodity Agreements and Currency Agreements; provided that in thecase of Currency Agreements which relate to Indebtedness, such CurrencyAgreements do not increase the Indebtedness of the Company and its RestrictedSubsidiaries outstanding other than as a result of fluctuations in foreigncurrency exchange rates or by reason of fees, indemnities and compensationpayable thereunder;

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##### (vi)          Indebtednessof a Restricted Subsidiary of the Company to the Company or to a RestrictedSubsidiary of the Company for so long as such Indebtedness is held by theCompany or a Restricted Subsidiary of the Company, in each case subject to noLien held by a Person other than the Company or a Restricted Subsidiary of theCompany (other than the pledge of intercompany notes under the CreditFacilities); provided that if as of any date any Person other than theCompany or a Restricted Subsidiary of the Company owns or holds any suchIndebtedness or holds a Lien in respect of such Indebtedness (other than thepledge of intercompany notes under the Credit Facilities), such date shall bedeemed the incurrence of Indebtedness not constituting Permitted Indebtednessby the issuer of such Indebtedness;

##### (vii)         Indebtednessof the Company to a Restricted Subsidiary for so long as such Indebtedness isheld by a Restricted Subsidiary, in each case subject to no Lien (other thanLiens securing intercompany notes pledged under the Credit Facilities); providedthat (a) any Indebtedness of the Company to any Restricted Subsidiary (otherthan pursuant to notes pledged under the Credit Facilities) is unsecured andsubordinated, pursuant to a written agreement, to the Company’s obligationsunder this Indenture and the Notes and (b) if as of any date any Person otherthan a Restricted Subsidiary owns or holds any such Indebtedness or any Personholds a Lien in respect of such Indebtedness (other than pledges securing theCredit Facilities), such date shall be deemed the incurrence of Indebtednessnot constituting Permitted Indebtedness by the Company;

##### (viii)        Indebtednessarising from the honoring by a bank or other financial institution of a check,draft or similar instrument inadvertently (except in the case of daylightoverdrafts) drawn against insufficient funds in the ordinary course of business;provided, however, that such Indebtedness is extinguished withintwo business days of incurrence;

##### (ix)           Indebtednessof the Company or any of its Restricted Subsidiaries represented by letters ofcredit for the account of the Company or such Restricted Subsidiary, as thecase may be, in order to provide security for workers’ compensation claims,payment obligations in connection with self-insurance or similar requirementsin the ordinary course of business;

##### (x)            RefinancingIndebtedness;

##### (xi)           Indebtednessarising from agreements of the Company or a Subsidiary providing forindemnification, adjustment of purchase price or similar obligations, in eachcase, incurred in connection with the disposition of any business, assets orSubsidiary, other than guarantees of Indebtedness incurred by any Personacquiring all or any portion of such business, assets or Subsidiary for thepurpose of financing such acquisition; provided that the maximumaggregate liability in respect of all such Indebtedness shall at no time exceedthe gross proceeds actually received by the Company and the Subsidiary inconnection with such disposition;

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##### (xii)          Obligationsin respect of performance bonds and completion, guarantee, surety and similarbonds provided by the Company or any Subsidiary in the ordinary course of business;

##### (xiii)         guaranteesby the Company or a Restricted Subsidiary of Indebtedness incurred by theCompany or a Restricted Subsidiary so long as the incurrence of suchIndebtedness by the Company or any such Restricted Subsidiary is otherwise permittedby the terms of this Indenture;

##### (xiv)         Indebtednessof the Company or any Subsidiary (A) representing Capitalized Lease Obligationsnot to exceed $150 million outstanding at any time or (B) constituting purchasemoney Indebtedness incurred to finance property or assets of the Company or anyRestricted Subsidiary of the Company acquired in the ordinary course ofbusiness; provided, however, that such purchase moneyIndebtedness shall not exceed the cost of such property or assets and shall notbe secured by any property or assets of the Company or any RestrictedSubsidiary of the Company other than the property and assets so acquired;

##### (xv)          Indebtednessof Foreign Subsidiaries that are Restricted Subsidiaries to the extent that theaggregate outstanding amount of Indebtedness incurred by such ForeignSubsidiaries under this clause (xv) does not exceed at any one time an amountequal to the sum of (A) 80% of the consolidated book value of the accounts receivableof all Foreign Subsidiaries and (B) 60% of the consolidated book value of theinventory of all Foreign Subsidiaries; provided, however, thatnotwithstanding the foregoing limitation, Foreign Subsidiaries may incur in theaggregate up to $150 million of Indebtedness outstanding at any one time;

##### (xvi)         Indebtednessof the Company and its Domestic Subsidiaries pursuant to over draft lines orsimilar extensions of credit in an aggregate amount not to exceed $30 millionat any one time outstanding and Indebtedness of Foreign Subsidiaries pursuantto over draft lines or similar extensions of credit in an aggregate principalamount not to exceed $60 million at any one time outstanding;

##### (xvii)        theincurrence by a Securitization Entity of Indebtedness in a QualifiedSecuritization Transaction that is not recourse to the Company or any Subsidiaryof the Company (except for Standard Securitization Undertakings);

##### (xviii)       Indebtednessof the Company to a Huntsman Affiliate constituting Subordinated Indebtedness;

##### (xix)         Indebtednessconsisting of take-or-pay obligations contained in supply agreements enteredinto in the ordinary course of business;

##### (xx)          Indebtednessof the Company to any of its Subsidiaries or other entities formed as necessaryor customary under the laws of the relevant jurisdiction incurred in connectionwith the sale, pledge or other conveyance of accounts receivable or participationsor any interests therein and related assets directly or indirectly to theCompany by 

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##### any such Subsidiary which assets or interests are subsequentlyconveyed, pledged or otherwise transferred, directly or indirectly, by theCompany to a Securitization Entity in a Qualified Securitization Transaction;

##### (xxi)         additionalIndebtedness of the Company and its Restricted Subsidiaries in an aggregate principalamount not to exceed the greater of $200 million or 2% of Total Assets ofthe Company at any one time outstanding; and

##### (xxii)        (A) guarantees(“Upstream Guarantees”) issued by the Company or any guarantor of Indebtednessof a Huntsman Public Parent (“Parent Debt”), provided that:

1.     suchUpstream Guarantee may guarantee only Parent Debt that was incurred, and theproceeds of which are used, to Refinance Indebtedness of the Company;

2.     theaggregate amount of Parent Debt that is guaranteed by the Upstream Guaranteeshall not exceed the sum of (x) the aggregate amount of Indebtedness of theCompany that is Refinanced with the proceeds of such Parent Debt (“HIRefinanced Debt”), and (y) the amount of any premiums required to be paid underthe terms of the instrument governing such HI Refinanced Debt and the amount ofreasonable expenses incurred by the Company, in each case in connection withthe Refinancing of such HI Refinanced Debt;

3.     the HIRefinanced Debt is not incurred in connection with or in anticipation orcontemplation of the Refinancing of such HI Refinanced Debt; and

4.     bothimmediately before and after the issuance of any Upstream Guarantee there shallbe existing no Default or Event of Default.

For purposes of the foregoing provisions, any UpstreamGuarantee given with respect to Parent Debt under a revolving or undrawn creditfacility shall be deemed entered into only when such Upstream Guarantee isinitially entered into with respect to the full commitment of revolving orundrawn credit facility,

or

(B)           guarantees by the Company or anyguarantor, as the case may be (“Replacement Guarantees”), that replace anyUpstream Guarantee (a “Previous Guarantee”) that (a) was previously issued bysuch person pursuant to paragraph (A) of this clause (xxii) or (b) was aReplacement Guarantee previously issued by such person pursuant to thisparagraph (B),

provided that:

1.     theReplacement Guarantee may guarantee only Parent Debt (“Replacement Debt”) thatwas incurred, and the proceeds of which are used, to 

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Refinance the Parent Debtthat was guaranteed by the Previous Guarantee being so replaced (“Previous Debt”);

2.     theaggregate amount of Replacement Debt that is guaranteed by the ReplacementGuarantee shall not exceed the sum of (x) the aggregate amount of Previous Debtguaranteed by the Previous Guarantee being so replaced, (y) the amount of anypremiums required to be paid under the terms of the instrument governing suchPrevious Debt with respect to the amount of Previous Debt guaranteed by the PreviousGuarantee being so replaced, and (z) and the pro rata portion of the amount ofreasonable expenses incurred by the Huntsman Public Parent, in each case inconnection with the Refinancing of such Previous Debt; and

3.     bothimmediately before and after the issuance of any Replacement Guarantee thereshall be existing no Default or Event of Default.

For purposes of determining compliance with Section4.12, in the event that an item of Indebtedness meets the criteria of more thanone of the categories of Permitted Indebtedness described in clauses (x)through (xxii) above or is entitled to be incurred pursuant to the ConsolidatedFixed Charge Coverage Ratio provisions of Section 4.12, the Company shall, inits sole discretion, classify (or later reclassify) such item of Indebtednessin any manner that complies with Section 4.12; provided that $1.4 billion of Indebtedness outstandingunder the Credit Facilities on the Issue Date (and any refinancings thereof)shall be deemed to have been incurred pursuant to clause (2) above.Accrual of interest, accretion or amortization of original issue discount, thepayment of interest on any Indebtedness in the form of additional Indebtednesswith the same terms, and the payment of dividends on Disqualified Capital Stockin the form of additional shares of the same class of Disqualified CapitalStock will not be deemed to be an incurrence of Indebtedness or an issuance ofDisqualified Capital Stock for purposes of Section 4.12.

“Permitted Investments” means (i) Investments by theCompany or any Restricted Subsidiary of the Company in any Person that is orwill become immediately after such Investment a Restricted Subsidiary of theCompany or that will merge or consolidate into the Company or a RestrictedSubsidiary of the Company; (ii) Investments in the Company by any RestrictedSubsidiary of the Company; provided that any Indebtedness evidencingsuch Investment is unsecured and subordinated (other than pursuant tointercompany notes pledged under the Credit Facilities), pursuant to a writtenagreement, to the Company’s obligations under the Notes and this Indenture;(iii) investments in cash and Cash Equivalents; (iv) loans and advances toemployees and officers of the Company and its Restricted Subsidiaries in theordinary course of business for travel, relocation and related expenses; (v)Investments in Unrestricted Subsidiaries or joint ventures not to exceed thegreater of $300 million or 3% of Total Assets of the Company, plus (A) theaggregate net after-tax amount returned in cash on or with respect to anyInvestments made in Unrestricted Subsidiaries and joint ventures whetherthrough interest payments, principal payments, dividends or other distributionsor payments, (B) the net after-tax cash proceeds received by the Company or anyRestricted Subsidiary from the disposition of all or any portion of such Investments(other than to a Restricted Subsidiary of the Company), (C) upon redesignationof an Unrestricted Subsidiary as a Restricted Subsidiary, the Fair Market Valueof such Subsidiary and (D) the net cash proceeds received by the Company fromthe issuance of Specified Venture 

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Capital Stock; (vi) Investments in securities receivedpursuant to any plan of reorganization or similar arrangement upon thebankruptcy or insolvency of any debtors of the Company or its RestrictedSubsidiaries; (vii) Investments made by the Company or its RestrictedSubsidiaries as a result of consideration received in connection with an AssetSale made in compliance with Section 4.15; (viii) Investments existing on theIssue Date; (ix) any Investment by the Company or a Wholly Owned Subsidiary ofthe Company or by Tioxide Group or Holdings U.K., in a Securitization Entity orany Investment by a Securitization Entity in any other Person in connectionwith a Qualified Securitization Transaction; provided that anyInvestment in a Securitization Entity is in the form of a Purchase Money Noteor an equity interest; (x) Investments by the Company in Rubicon, Inc. andLouisiana Pigment Company (each a “Joint Venture”), so long as: (A) such JointVenture does not have any Indebtedness for borrowed money at any time on orafter the date of such Investment (other than Indebtedness owing to the equityholders of such Joint Ventures), (B) the documentation governing such JointVenture does not contain a restriction on distributions to the Company, and (C)such Joint Venture is engaged only in the business of manufacturing productused or marketed by the Company and its Restricted Subsidiaries and/or thejoint venture partner, and business reasonably related thereto; (xi)Investments by Foreign Subsidiaries in Foreign Cash Equivalents; (xii) loans toany Huntsman Parent Company for the purposes described in clause (7) of thesecond paragraph of Section 4.03 which, when aggregated with the payment madeunder such clause, will not exceed $10 million in any fiscal year; (xiii) anyIndebtedness of the Company to any of its Subsidiaries or other entities formedas necessary or customary under the laws of the relevant jurisdiction incurredin connection with the conveyance, pledge or other transfer of accountsreceivable or participations or interests therein and related assets directlyor indirectly to the Company by any such Subsidiary which assets are subsequentlyconveyed, pledged or otherwise transferred, directly or indirectly, by theCompany to a Securitization Entity in a Qualified Securitization Transaction;(xiv) Investments by the Company or any of its Restricted Subsidiaries ina Permitted Joint Venture, so long as: (A) such Permitted Joint Venture does not have any Indebtedness forborrowed money which would be required to be reflected on a balance sheet asdebt under GAAP at any time on or after the date of such Investment (other thanIndebtedness owing to the equity holders of such Permitted Joint Venture, theCompany or any Restricted Subsidiary); (B) the documentation governingsuch Permitted Joint Venture does not contain a restriction on distributions tothe Company or its Restricted Subsidiaries; and (C) after giving pro formaeffect to such Investment, the Company would be permitted to incur $1.00 ofadditional Indebtedness other than Permitted Indebtedness under Section 4.12;(xv) additional Investments in an aggregate amount not exceeding $150 millionat any one time outstanding; and (xvi) the incurrence of Guarantees permittedby clause (xxii) of the definition of Permitted Indebtedness.

“PermittedJoint Venture” means, with respect to any Person:

1.             anycorporation, association, or other business entity (other than a partnership)of which 50% or more of the total voting power of shares of Capital Stockentitled (without regard to the occurrence of any contingency) to vote in theelection of directors, managers or trustees thereof is at the time ofdetermination owned or controlled, directly or indirectly, by such Person orone or more of the Restricted Subsidiaries of that Person or a combinationthereof; and

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2.             anypartnership, joint venture, limited liability company or similar entity of which

(a)           50%or more of the capital accounts, distribution rights, total equity and votinginterests or general or limited partnership interests, as applicable, are ownedor controlled, directly or indirectly, by such Person or one or more of theother Restricted Subsidiaries of that Person or a combination thereof whetherin the form of membership, general, special or limited partnership interests orotherwise; and

(b)           eithersuch Person or any Restricted Subsidiary of such Person is a controllinggeneral partner or no other Person controls such entity.

“Permitted Junior Securities” means: (1) Capital Stockin the Company or any Guarantor; or (2) debt securities of the Company or anyGuarantor that (A) are subordinated to all Senior Debt and any debt securitiesissued in exchange for Senior Debt to substantially the same extent as, or to agreater extent than, the Notes and the related Guarantees are subordinated toSenior Debt pursuant to the terms of this Indenture and (B) have a WeightedAverage Life to Maturity equal to or greater than the Weighted Average Life toMaturity of the Notes.

“Permitted Tax Distribution” for any fiscal year meansany payments in compliance with clause (6) of the second paragraph underSection 4.03.

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

“Physical Notes” shall have the meaning provided inSection 2.01(c).

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

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

“Private Placement Legend” means the legend initiallyset forth on the Notes in the form set forth on Exhibit A-1 and Exhibit A-2.

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

“Purchase Agreement” means the Purchase Agreement,dated October 31, 2006, relating to the issue and sale of the Initial Notes tobe issued on the Issue Date.

“Purchase Money Note” means a promissory noteevidencing a line of credit, or evidencing other Indebtedness owed to theCompany or any Restricted Subsidiary in connection with a QualifiedSecuritization Transaction, which note shall be repaid from cash available tothe 

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maker of such note, other than amounts required to beestablished as reserves, amounts paid to investors in respect of interest,principal and other amounts owing to such investors and amounts paid in connectionwith the purchase of newly generated accounts receivable.

“Qualified Capital Stock” means any Capital Stock thatis not Disqualified Capital Stock.

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

“Qualified Securitization Transaction” means anytransaction or series of transactions that may be entered into by the Companyor any of its Subsidiaries pursuant to which the Company or any of itsSubsidiaries may sell, convey or otherwise transfer pursuant to terms necessaryor customary in the relevant jurisdiction, directly or indirectly, to (a) aSecuritization Entity or to the Company which subsequently transfers to aSecuritization Entity (in the case of a transfer by the Company or any of itsSubsidiaries) and (b) any other Person (in the case of transfer by a SecuritizationEntity), or may grant a security interest in any accounts receivable or anyparticipations or other interests therein (whether now existing or arising oracquired in the future) of the Company or any of its Subsidiaries or otherentities formed as necessary or customary under the laws of the relevantjurisdiction, and any assets related thereto including, without limitation, allcollateral securing such accounts receivable, all contracts and contract rightsand all guarantees or other obligations in respect of such accounts receivable,proceeds of such accounts receivable and other assets (including contractrights) which are necessarily or customarily transferred in the relevantjurisdiction or in respect of which security interests are necessarily or customarilygranted in the relevant jurisdiction in connection with asset securitizationtransactions involving accounts receivable.

Following the Initial Public Equity Offering of aHuntsman Public Parent, references in the foregoing definition of the “Company”shall be deemed also to refer to such Huntsman Public Parent.

“Rating Agencies” means Moody’s and S&P.

“Record Date” means with respect to each Note, eachapplicable record date specified therein.

“Redemption Date” means, with respect to any DollarNote and/or Euro Note, as the case may be, the Dollar Notes Maturity Date orthe Euro Notes Maturity Date, as the case may be, of such Note or the earlierdate on which such Note is to be redeemed by the Company pursuant to paragraph5 of the Dollar Notes with respect to a Dollar Note and paragraph 5 of the EuroNotes with respect to a Euro Note.

“Redemption Price” has the meaning provided in Section3.03.

“Reference Date” has the meaning provided in Section4.03.

“Reference Treasury Dealer” means each of Goldman,Sachs & Co., Deutsche Bank Securities Inc., Chase Securities Inc. andWarburg Dillon Read LLC and their respective 

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successors; provided, however, that if any of theforegoing shall cease to be a primary U.S. Government securities dealer in NewYork City (a “Primary Treasury Dealer”), the Company shall substitute thereforanother Reference Treasury Dealer.

“Reference Treasury Dealer Quotations” means, withrespect to each Reference Treasury Dealer and any redemption date, the averageas determined by the trustee, of the bid and asked prices of the ComparableTreasury Issue (expressed in each case as a percentage of its principal amount)quoted in writing to the trustee by such Reference Treasury Dealer at 5:00 p.m.on the third Business Day preceding such redemption date.

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

“Refinancing Indebtedness” means any Refinancing bythe Company or any Restricted Subsidiary of the Company of Indebtednessincurred in accordance with the Fixed Charge Coverage Ratio test set forth inSection 4.12 or Indebtedness described in clauses (i), (iii), (x), (xiv)(B) or(xv) of the definition of “Permitted Indebtedness,” in each case that does not(1) result in an increase in the aggregate principal amount of Indebtedness ofsuch Person as of the date of such proposed Refinancing (plus the amount of anypremium required to be paid under the terms of the instrument governing suchIndebtedness and plus the amount of reasonable expenses incurred by the Companyin connection with such Refinancing) or (2) create Indebtedness with (A) aWeighted Average Life to Maturity that is less than the Weighted Average Lifeto Maturity of the Indebtedness being Refinanced or (B) a final maturityearlier than the final maturity of the Indebtedness being Refinanced; providedthat (x) if such Indebtedness being Refinanced is Indebtedness solely of theCompany, then such Refinancing Indebtedness shall be Indebtedness solely of theCompany and (y) if such Indebtedness being Refinanced is subordinate or juniorto the Notes, then such Refinancing Indebtedness shall be subordinate to theNotes at least to the same extent and in the same manner as the Indebtednessbeing Refinanced.

“Registrar” has the meaning provided in Section 2.03.

“Registration Rights Agreement” means the Exchange andRegistration Rights Agreement dated as of the date of this Indenture among theCompany, the Guarantors and the Initial Purchasers.

“Regulation S” means Regulation S under the SecuritiesAct.

“Replacement Assets” has the meaning provided inSection 4.15(c).

“Responsible Officer” means, when used with respect tothe 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 whocustomarily performs functions similar to those performed by the Persons who atthe time shall be such officers, respectively, or to whom any corporate trustmatter is referred because of 

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such Person’s knowledge of and familiarity with theparticular subject and who shall have direct responsibility for theadministration of this Indenture.

“Regulation S Global Dollar Denominated GlobalSecurity” means a Regulation S Global Security denominated in Dollars.

“Regulation S Global Security” has the meaningprovided in Section 2.01(b)(i).

“Representative” means the indenture trustee or othertrustee, agent or representative in respect of any Designated Senior Debt; providedthat if, and for so long as, any Designated Senior Debt lacks such arepresentative, then the Representative for such Designated Senior Debt shallat all times constitute the holders of a majority in outstanding principalamount of such Designated Senior Debt in respect of any Designated Senior Debt.

“Restricted Dollar Denominated Global Security” meansa Restricted Global Security representing Dollar Notes.

“Restricted Euro Denominated Global Securities” meansa Restricted Global Security representing Euro Notes.

“Restricted Global Security” has the meaning providedin Section 2.01(a)(i).

“Restricted Payment” means to

1.             declareor pay any dividend or make any distribution, other than dividends or distributionspayable in Qualified Capital Stock of the Company, on or in respect of sharesof the Company’s Capital Stock to holders of such Capital Stock,

2.             purchase,redeem or otherwise acquire or retire for value any Capital Stock of the Companyor any warrants, rights or options to purchase or acquire shares of any classof such Capital Stock,

3.             makeany principal payment on, purchase, defease, redeem, prepay, decrease orotherwise acquire or retire for value, prior to any scheduled final maturity,scheduled repayment or scheduled sinking fund payment, any Indebtedness of theCompany that is subordinate or junior in right of payment to the notes or

4.             makeany Investment other than Permitted Investments.

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

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

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“S&P” means Standard & Poor’s RatingsServices, a division of The McGraw-Hill Companies, Inc. and its successors.

“Sale and Leaseback Transaction” means any direct orindirect 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 anyproperty, whether owned by the Company or any Restricted Subsidiary on theIssue Date or later acquired, which has been or is to be sold or transferred bythe Company or such Restricted Subsidiary to such Person or to any other Personfrom whom funds have been or are to be advanced by such Person on the securityof such property.

“Securities Act” means the Securities Act of 1933, asamended, and the rules and regulations of the Commission promulgatedthereunder.

“Securitization Entity” means a Wholly OwnedSubsidiary of the Company (or Tioxide Group or Holdings U.K. or another Personin which the Company or any Subsidiary of the Company makes an Investment andto which the Company or any Subsidiary of the Company transfers, directly orindirectly, accounts receivable or participations or interests therein orrelated assets) which engages in no activities other than in connection withthe financing of accounts receivable and which is designated by the Board ofManagers of the Company (as provided below) as a Securitization Entity (a) noportion of the Indebtedness or any other Obligations (contingent or otherwise)of which (i) is guaranteed by the Company or any Subsidiary of the Company(other than the Securitization Entity)(excluding guarantees of Obligations(other than the principal of, and interest on, Indebtedness)) pursuant toStandard Securitization Undertakings, (ii) is recourse to or obligates theCompany or any Subsidiary of the Company (other than the Securitization Entity)in any way other than pursuant to Standard Securitization Undertakings or (iii)subjects any property or asset of the Company or any Subsidiary of the Company(other than the Securitization Entity), directly or indirectly, contingently orotherwise, to the satisfaction thereof, other than pursuant to StandardSecuritization Undertakings and other than any interest in the accountsreceivable and related assets being financed (whether in the form of any equityinterest in such assets or subordinated indebtedness payable primarily fromsuch financed assets) retained or acquired by the Company or any Subsidiary ofthe Company, (b) with which neither the Company nor any Subsidiary of theCompany has any material contract, agreement, arrangement or understandingother than on terms no less favorable to the Company or such Subsidiary thanthose that might be obtained at the time from Persons that are not Affiliatesof the Company, other than fees payable in the ordinary course of business inconnection with servicing receivables of such entity, and (c) to which neitherthe Company nor any Subsidiary of the Company has any obligation to maintain orpreserve such entity’s financial condition or cause such entity to achievecertain levels of operating results.  Anysuch designation by the Board of Managers of the Company shall be evidenced tothe Trustee by filing with the Trustee a certified copy of the Board Resolutionof the Board of Managers of the Company giving effect to such designation andan officers’ certificate certifying that such designation complied with theforegoing conditions; provided that Huntsman Receivables Finance LLCshall be deemed to be a Securitization Entity as of the Issue Date.  Following the Initial Public Equity Offeringof a Huntsman Public Parent, references in the foregoing definition to the “Company”shall be deemed also to refer to such Huntsman Public Parent.

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“Senior Debt” means the principal of, premium, if any,and interest (including any interest accruing subsequent to the filing of apetition of bankruptcy at the rate provided for in the documentation withrespect thereto, whether or not such interest is an allowed claim underapplicable law) on any Indebtedness of the Company, whether outstanding on theIssue Date or thereafter created, incurred or assumed, unless, in the case ofany particular Indebtedness, the instrument creating or evidencing the same orpursuant to which the same is outstanding expressly provides that suchIndebtedness shall not be senior in right of payment to the Notes.  Without limiting the generality of theforegoing, “Senior Debt” shall also include the principal of, premium, if any,interest (including any interest accruing subsequent to the filing of apetition of bankruptcy at the rate provided for in the documentation withrespect thereto, whether or not such interest is an allowed claim underapplicable law) on, and all other amounts owing in respect of, (x) all monetaryobligations of every nature of the Company under the Credit Facilities,including obligations to pay principal and interest, reimbursement obligationsunder letters of credit, fees, expenses and indemnities, (y) all Interest SwapObligations and (z) all Obligations under Currency Agreements and CommodityAgreements, in each case whether outstanding on the Issue Date or thereafterincurred.  Notwithstanding the foregoing,“Senior Debt” shall not include (i) any Indebtedness of the Company to aRestricted Subsidiary of the Company or any Affiliate of the Company or any ofsuch Affiliate’s Subsidiaries, (ii) Indebtedness to, or guaranteed on behalfof, any shareholder, director, officer or employee of the Company or any Subsidiaryof the Company, (iii) Indebtedness to trade creditors and other amountsincurred in connection with obtaining goods, materials or services, (iv)Indebtedness represented by Disqualified Capital Stock, (v) any liability forfederal, state, local or other taxes owed or owing by the Company, (vi) Indebtednessincurred in violation of the provisions set forth under Section 4.12,(vii) Indebtedness which, when incurred and without respect to anyelection under Section 1111(b) of Title 11, United States Code, iswithout recourse to the Company and (viii) any Indebtedness that is expresslysubordinated in right of payment to any other Indebtedness of the Company.

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

“Specified Venture Capital Stock” means QualifiedCapital Stock of the Company issued to a Person who is not an Affiliate of theCompany and the proceeds from the issuance of which are applied within 180 daysafter the issuance thereof to an Investment in an Unrestricted Subsidiary orjoint venture.

“Standard Securitization Undertakings” meansobligations, representations, warranties, covenants and indemnities enteredinto by the Company or any Securitization Entity or any Subsidiary of theCompany which are customary or necessary in the relevant jurisdiction in an accountsreceivable securitization transaction. Following the Initial Public Equity Offering of a Huntsman Public Parent,references in the foregoing definition to the “Company” shall be deemed also torefer to such Huntsman Public Parent.

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“Subordinated Indebtedness” means Indebtedness of theCompany or any Guarantor which is expressly subordinated in right of payment tothe Notes or the Guarantee of such Guarantor, as the case may be.

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

“Surviving Entity” has the meaning provided in Section5.01(a)(i).

“Tax Sharing Agreement” means the Tax SharingAgreement dated as of August 16, 2005 between the Company and HuntsmanCorporation as in existence on the Issue Date or any amendment thereto orreplacement thereof so long as any such amendment or replacement provisions arenot more disadvantageous to the Holders of Notes in any material respect thanthe provisions of the agreement being amended or replaced.

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

“Total Assetsof Huntsman International” means, as of any determination dates, thetotal assets of the Company and its consolidated subsidiaries, as determined inaccordance with GAAP at the end of the most recent fiscal quarter for whichfinancial statements are available under Section 4.09.

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

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

“Unrestricted Dollar Denominated Global Security”means an Unrestricted Global Security denominated in Dollars.

“Unrestricted Global Security” means one or moresecurities in definitive, fully registered form without interest coupons, withthe legend provided in Exhibit B hereto, without the Private Placements Legend.

“Unrestricted Notes” means Notes are not RestrictedSecurities including, without limitation, the Exchange Dollar Notes issuedpursuant to a registered exchange offer in accordance with the RegistrationRights Agreement.

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“Unrestricted Subsidiary” of any Person means (i) anySubsidiary of such Person that at the time of determination shall be orcontinue to be designated an Unrestricted Subsidiary, and (ii) any Subsidiaryof an Unrestricted Subsidiary.  HuntsmanChina Investments B.V. and its Subsidiaries, Huntsman Distribution Corporation,Huntsman SA Investment Corporation, Huntsman Styrenics Investments HoldingsLLC, Huntsman Styrenics Investments LLC and Huntsman Verwaltungs GmbH shalleach be Unrestricted Subsidiaries as of the date of this Indenture withoutfurther action by the Company or compliance with requirements in this Indentureapplicable to such designation.  TheBoard of Managers of the Company may, after the Issue Date, designate anySubsidiary (including any newly acquired or newly formed Subsidiary) to be anUnrestricted Subsidiary if 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 otherSubsidiary of the Company that is not a Subsidiary of the Subsidiary to be sodesignated; the Company certifies to the Trustee that such designation complieswith Section 4.03 and each Subsidiary to be designated as an UnrestrictedSubsidiary and each of its Subsidiaries has not at the time of designation, anddoes not thereafter, create, incur, issue, assume, guarantee or otherwisebecome directly or indirectly liable with respect to any Indebtedness underwhich the lender has recourse to any of the assets of the Company or any of itsRestricted Subsidiaries.  The Board ofManagers of the Company may designate any Unrestricted Subsidiary to be aRestricted Subsidiary only if (x) immediately after giving effect to suchdesignation, the Company is able to incur at least $1.00 of additionalIndebtedness (other than Permitted Indebtedness) in compliance with Section4.12 and (y) immediately before and immediately after giving effect to suchdesignation, no default or Event of Default shall have occurred and be continuing.  Any such designation by the Board of Managersof the Company shall be evidenced to the Trustee by promptly filing with theTrustee a copy of the Board Resolution approving the designation and anofficers’ 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 theUnited States of America (including any agency or instrumentality thereof) forthe payment of which the full faith and credit of the United States of Americais pledged and which are not callable or redeemable at the issuer’s option.

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

“Weighted Average Life to Maturity” means, whenapplied to any Indebtedness at any date, the number of years obtained bydividing (a) the then outstanding aggregate principal amount of suchIndebtedness into (b) the sum of the total of the products obtained by multiplying(i) the amount of each then remaining installment, sinking fund, serialmaturity or other required payment of principal, including payment at finalmaturity, in respect thereof, by (ii) the number of years (calculated to thenearest one-twelfth) which will elapse between such date and the making of suchpayment.

“Wholly Owned Subsidiary” of any Person means anySubsidiary of such Person to the extent all of the outstanding Capital Stock orother ownership interests of which (other than in the case of a ForeignSubsidiary, directors’ qualifying shares or an immaterial amount of sharesowned by other Persons pursuant to applicable law) are owned by such Person orany 

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Wholly Owned Subsidiary of such Person; provided,however, that each of Tioxide Group and Holdings U.K. shall be deemed toWholly Owned Subsidiaries.

“Wholly Owned Restricted Subsidiary” means aRestricted Subsidiary that is a Wholly Owned Subsidiary.

Section 1.02           Incorporation by Reference of TIA.  Whenever this Indenture refers to a provisionof the TIA, that portion of such provision that is required to be incorporatedfor this Indenture to be qualified under the TIA is incorporated by referencein, and made a part of, this Indenture. The following TIA terms used in this Indenture have the followingmeanings:

“indenture securities” means the Notes.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” meansthe Trustee.

“obligor” on the Indenture securities means theCompany or any other obligor on the Notes.

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

Section 1.03           Rules of Construction.  Unless the context otherwise requires:

### (1)           a term has the meaningassigned to it;

### (2)           an accounting term nototherwise defined has the meaning assigned to it in accordance with GAAP as ineffect on the Issue Date;

### (3)           “or” is not exclusive;

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

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

**ARTICLE II**

**THE NOTES**

Section 2.01           Form and Dating.

Restricted Securities (including the Initial Notes)and the certificate of authentication relating thereto shall be substantiallyin the form of Exhibit A-1 (in the case of Dollar Notes) and A-2 (in the caseof Euro Notes).  Unrestricted Notes(including Exchange Dollar Notes 

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issued pursuant to the registered exchange offer inaccordance with the Registration Rights Agreement) and the certificate ofauthentication relating thereto shall be substantially in the form of ExhibitA-3 (in the case of Dollar Notes) and A-4 (in the case of Euro Notes).  The Notes may have notations, legends orendorsements required by law, stock exchange rule or usage.  Notes that are Restricted Securities(including the Initial Notes) shall bear the Private Placement Legend.  Each Note shall be dated the date of issuanceand shall show the date of its authentication. Each Note shall have an executed Guarantee from each of the Guarantorsendorsed thereon substantially in the form of Exhibit E hereto.

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

#### (a)           Restricted Global Securities.

##### (i)      Notes that are RestrictedSecurities shall be issued in the- form of one or more global securities (each,a “Restricted Global Security”) in definitive, fully registered form withoutinterest coupons, with the legend provided for in Exhibit B hereto, except asotherwise permitted herein.

##### (ii)     Each Restricted DollarDenominated Global Security shall be registered in the name of DTC or itsnominee and deposited with the Trustee, at its Corporate Trust Office, ascustodian for DTC, duly executed by the Company and authenticated by theTrustee as hereinafter provided.  Theaggregate principal amount of a Restricted Dollar Denominated Global Securitymay from time to time be increased or decreased by adjustments made on therecords of the Trustee, as custodian for DTC, in connection with acorresponding decrease or increase in the aggregate principal amount of aRegulation S Dollar Denominated Global Security or an Unrestricted DollarDenominated Global Security, as hereinafter provided.

##### (iii)    Each Restricted EuroDenominated Global Security shall be registered in the name of the CommonDepositary or its nominee and deposited with the Common Depositary, on behalfof Euroclear, duly executed by the Company and authenticated by the Trustee ashereinafter provided for credit to the account of Euroclear.  The aggregate principal amount of aRestricted Euro Denominated Global Security may from time to time be increasedor decreased by adjustments made on the records of the Common Depositary, inconnection with a corresponding decrease or increase in the aggregate principalamount of an Unrestricted Euro Denominated Global Security, as hereinafterprovided.

#### (b)           Regulation S Global Securities.

##### (i)      Notes offered and sold inoffshore transactions in reliance on Regulation S shall be issued in the formof one or more Restricted Global Securities (the “Regulation S Global Security”)deposited with the custodian for the Depositary, and registered in the name ofthe Depositary or its nominee for the accounts of the Euroclear System, as 

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##### operated byEuroclear Bank S.A./N.V. and Clearstream, duly executed by the Company andauthenticated by the Trustee as hereinafter provided.  During or prior to the end of the 40-dayrestricted period within the meaning of Regulation S, beneficial interestsin the Regulation S Global Security may only be held through Euroclear andClearstream. Any resale or transfer of beneficial interests in the Regulation SGlobal Security shall be made only pursuant to Rule 144A or Regulation S oranother exemption from the Registration requirements of the Securities Act,after delivery to the Company by the transferor, if required by the Company, ofthe opinions, certification or other information described in Section2.17.  The aggregate principal amount ofthe Regulation S Global Security as may from time to time be increased ordecreased by adjustments made in the records of the Trustee, as custodian forthe Depositary or its nominee, as herein provided.

#### (c)           Physical Notes.  Notes issued in exchange for interests in aGlobal Note pursuant to Section 2.15 may be issued in the form of permanentcertificated Notes in registered form in substantially the form set forth inExhibit A-1, A-2, A-3 or A-4, as applicable (the “Physical Notes”).

Section 2.02           Execution andAuthentication; Aggregate Principal Amount.

A duly authorized Officer of the Company shall executethe Notes for the Company, and a duly authorized officer of each Guarantorshall sign the Guarantees for the Guarantors, in each case by manual orfacsimile signature.

If an Officer whose signature is on a Note or aGuarantee, as the case may be, was an Officer at the time of such execution butno longer holds that office or position at the time the Trustee authenticatesthe Note, the Note shall nevertheless be valid.

A Note shall not be valid until an authorizedsignatory of the Trustee manually signs the certificate of authentication onthe Note.  The signature of suchrepresentative of the Trustee shall be conclusive evidence that the Note hasbeen authenticated under this Indenture.

On the Issue Date, upon Company Order the Trusteeshall authenticate and deliver (i) Dollar Notes for original issue in anaggregate principal amount not to exceed $200,000,000 and (ii) Euro Notes fororiginal issue in an aggregate principal amount not to exceed €400,000,000.  In addition, at any time, from time to time,the Trustee shall authenticate and deliver Exchange Notes in the form ofUnrestricted Notes, upon a written notice of the Company for original issuancein the aggregate principal amount specified in such order for original issue inthe aggregate principal amount, provided that Exchange Notes shall be issuableonly upon the valid surrender for cancellation of Global Securities or otherNotes of a like series and aggregate principal amount.  Additional Notes may be issued in accordancewith Sections 2.01 and 2.18.  Any suchCompany Order may specify the amount and series of the Notes to beauthenticated and the date on which the original issue of Notes is to beauthenticated, whether such Notes are Unrestricted Notes and whether (subjectto Section 2.01) the Notes are to be issued as Physical Notes or Global Notesand such other information as the Trustee may reasonably request and, in thecase of an issuance of Additional Notes pursuant to Section 2.18 after theIssue Date, shall certify that such issuance will not be prohibited by Section4.12.

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Notwithstanding the foregoing, except as provided inSection 9.02, all Notes issued under this Indenture shall vote and consenttogether on all matters (as to which any of such Notes may vote or consent) asone class and no series of Notes will have the right to vote or consent as aseparate class on any matter.  Forpurposes of voting (or any other matter requiring a determination based on apercentage of principal amount of Notes outstanding), the aggregate principalamount of outstanding Euro Notes will be calculated using the noon buying ratein The City of New York for cable transfers in euros as certified for customspurposes by the Federal Reserve Bank of New York (the “Noon Buying Rate”) of$1.27 per euro on October 31, 2006.

The Trustee may appoint an authenticating agentreasonably acceptable to the Company to authenticate Notes.  Unless otherwise provided in the appointment,an authenticating agent may authenticate Notes whenever the Trustee may doso.  Each reference in this Indenture toauthentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rightsas an Agent to deal with the Company and Affiliates of the Company.  The Euro Paying Agent is initially appointedas authentication agent for the Euro Notes.

The Dollar Notes shall be issuable in fully registeredform only, without coupons, in minimum denominations of $1,000 and any integralmultiple thereof. The Euro Notes shall be issuable in fully registered formonly, without coupons, in minimum denominations of €50,000 and multiples of €1,000in excess thereof.

Section 2.03           Registrar and PayingAgent.

The Company shall maintain an office or agency, where(a) Notes may be presented or surrendered for registration of transfer or forexchange (“Registrar”), (b) Notes may be presented or surrendered for payment and(c) notices and demands to or upon the Company in respect of the Notes and thisIndenture may be served.  The PayingAgent shall not be the Company or an Affiliate of the Company.  The Registrar shall keep a register of theNotes and of their transfer and exchange. The Company, upon notice to the Trustee, may have one or moreco-Registrars and one or more additional paying agents reasonably acceptable tothe Trustee.  The term “Paying Agent”includes any additional paying agent. The Company may change the Paying Agent or Registrar without notice toany Holder.

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

The Company initially appoints the Trustee asRegistrar and Paying Agent for the Dollar Notes, and initially appointsCitibank, N.A. as Paying Agent for the Euro Notes and Citigroup Global CapitalMarkets Deutschland AG & Co. KGaA as Registrar for the Euro Notes, in eachcase until such time as such entity has resigned or a successor has beenappointed.  Any of the Registrar, thePaying Agent or any other agent may resign upon 30 days’ notice to the Company.

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Section 2.04           Paying Agent To HoldAssets in Trust.

The Company shall require each Paying Agent other thanthe Trustee to agree in writing that each Paying Agent shall hold in trust forthe benefit of the Holders or the Trustee all assets held by the Paying Agentfor 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 otherobligor 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 PayingAgent to distribute all assets held by it to the Trustee and account for anyassets disbursed and the Trustee may at any time during the continuance of anypayment Default, upon written request to a Paying Agent, require such PayingAgent to distribute all assets held by it to the Trustee and to account for anyassets distributed.  Upon distribution tothe Trustee of all assets that shall have been delivered by the Company to thePaying Agent and the completion of any accounting required to be madehereunder, 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 isreasonably practicable the most recent list available to it of the names andaddresses of the Holders and shall otherwise comply with TIA §312(a).  If the Trustee is not the Registrar or PayingAgent, the Company shall furnish to the annually on each November 13 and atsuch other times as the Trustee may request in writing a list in such form asthe 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 andExchange.

Subject to Sections 2.15 and 2.16, when Notes arepresented to the Registrar or a co-Registrar with a request to register thetransfer of such Notes or to exchange such Notes for an equal principal amountof Notes of other authorized denominations (but of the same series), theRegistrar or co-Registrar shall register the transfer or make the exchange asrequested if its requirements for such transaction are met; provided, however,that the Notes presented or surrendered for transfer or exchange shall be dulyendorsed or accompanied by a written instrument of transfer in formsatisfactory to the Company and the Registrar or co-Registrar, duly executed bythe 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 theRegistrar’s or co-Registrar’s written request. No service charge shall be made for any registration of transfer orexchange, but the Company may require payment of a sum sufficient to cover anytransfer tax or similar governmental charge payable in connectiontherewith.  The Registrar or co-Registrarshall 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 mailingof a notice of redemption pursuant to Section 3.03 and paragraph 5 of the Notesand 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, exceptthe unredeemed portion of any Note being redeemed in part.

Any Holder of a beneficial interest in a GlobalSecurity shall, by acceptance of such beneficial interest, agree that transfersof beneficial interests in such Global Security may be effected only through abook entry system maintained by the Holder of such Global Security 

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(or its agent), and that ownership of a beneficialinterest 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 orif the Holder of a Note claims that the Note has been lost, destroyed orwrongfully taken, the Company shall issue and the Trustee shall authenticate areplacement Note of the same series and each of the Guarantors shall execute aGuarantee 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 inthe reasonable judgment of the Company, the Guarantors and the Trustee, toprotect the Company, the Guarantors, the Trustee or any Agent from any losswhich any of them may suffer if a Note is replaced.  The Company and the Trustee may charge suchHolder for their reasonable out-of-pocket expenses in replacing a Note,including reasonable fees and expenses of counsel.  Every replacement Note shall constitute anadditional obligation of the Company and every replacement Guarantee shallconstitute an additional obligation of the Guarantors.

Section 2.08           Outstanding Notes.

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

If a Note is replaced pursuant to Section 2.07 (otherthan a mutilated Note surrendered for replacement), it ceases to be outstandingunless the Trustee receives proof satisfactory to it that the replaced Note isheld by a bona fide purchaser.  Amutilated Note ceases to be outstanding upon surrender of such Note andreplacement thereof pursuant to Section 2.07.

If on a Redemption Date, the Dollar Notes MaturityDate or the Euro Notes Maturity Date, as applicable, the Paying Agent holdsU.S. Legal Tender, U.S. Government Obligations, or a combination thereof (inthe case of Dollar Notes) or euros, Euro Obligations, or a combination thereof(in the case of Euro Notes) sufficient to pay all of the principal, premium, ifany, and interest due on the Notes payable on that date and is not prohibitedfrom paying such money to the Holders thereof pursuant to the terms of this Indenture,then on and after that date such Notes cease to be outstanding and interest onthem ceases to accrue.

If on any date which is no earlier than 60 days priorto a Redemption Date, the Company has irrevocably deposited in trust with theTrustee U.S. Legal Tender, U.S. Government Obligations or a combination thereof(in the case of Dollar Notes) or euros, Euro Obligations or a combinationthereof (in the case of Euro Notes) in an amount sufficient to pay all of theprincipal, premium, if any, and interest due on the Notes payable on suchRedemption Date, together with irrevocable instructions from the Companydirecting the Trustee to apply such funds to the payment thereof on suchRedemption Date pursuant to the terms of this Indenture, then and after thedate of such deposit such Notes shall be deemed to be not outstanding for purposesof determining whether the Holders of the required aggregate principal amountof Notes 

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have concurred in any direction, waiver, consent ornotice which requires the consent of at least a majority in aggregate principalamount of Notes then outstanding.

Section 2.09           Treasury Notes.

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

Section 2.10           [IntentionallyOmitted].

Section 2.11           Cancellation.

The Company at any time may deliver Notes to theTrustee for cancellation.  The Registrarand the Paying Agent shall forward to the Trustee any Notes surrendered to themfor transfer, exchange or payment.  TheTrustee, or at the direction of the Trustee, the Registrar or the Paying Agent,and no one else, shall cancel and shall dispose all cancelled Securities in accordancewith its customary procedures.  Subjectto Section 2.07, the Company may not issue new Notes to replace Notes that theCompany has paid or delivered to the Trustee for cancellation.  Notes redeemed shall be cancelled.  However, if the Company shall acquire any ofthe Notes, such acquisition shall not operate as a redemption or satisfactionof the Indebtedness represented by such Notes unless and until the same aresurrendered to the Trustee for cancellation pursuant to this Section 2.11.

Section 2.12           Defaulted Interest.

The Company will pay interest on overdue principalfrom time to time on demand at the rate of interest then borne by the DollarNotes or Euro Notes, as applicable.  TheCompany shall, to the extent lawful, pay interest on overdue installments ofinterest (without regard to any applicable grace periods) from time to time ondemand at the rate of interest then borne by the Dollar Notes or Euro Notes, asapplicable.  Interest on the Notes willbe computed on the basis of a 360-day year comprised of twelve 30-day months.

If the Company defaults in a payment of interest onthe Notes, it shall pay the defaulted interest, plus (to the extent lawful) anyinterest payable on the defaulted interest to the Persons who are Holders on asubsequent special record date, which date shall be the fifteenth day nextpreceding the date fixed by the Company for the payment of defaulted interestor the next succeeding Business Day if such date is not a Business Day.  At least 15 days before the subsequentspecial record date, the Company shall deliver or cause to be delivered to eachHolder, with a copy to the Trustee, a notice that states the subsequent specialrecord date, the payment date and the amount of defaulted interest, andinterest payable on such defaulted interest, if any, to be paid.

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

Section 2.13           CUSIP Numbers.

The Company in issuing the Notes may use one or more “CUSIP”and/or “ISIN” numbers, and if so, the Trustee shall use the CUSIP and/or “ISIN”numbers in notices of redemption or exchange as a convenience to Holders; provided,however, that no representation is hereby deemed to be made by theTrustee as to the correctness or accuracy of the CUSIP numbers printed in thenotice or on the Notes, and that reliance may be placed only on the other identificationnumbers printed on the Notes.  TheCompany 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 City time on eachInterest Payment Date, Dollar Notes Maturity Date, Euro Notes Maturity Date,Redemption Date, Change of Control Payment Date, and Net Proceeds Offer PaymentDate, the Company shall have deposited with each Paying Agent in immediatelyavailable funds money sufficient to make cash payments, if any, due on suchInterest Payment Date, Dollar Notes Maturity Date, Euro Notes Maturity Date,Redemption Date, Change of Control Payment Date, and Net Proceeds Offer PaymentDate, as the case may be, in a timely manner which permits each Paying Agent toremit payment to the Holders on such Interest Payment Date, Dollar NotesMaturity Date, Euro Notes Maturity Date, Redemption Date, Change of ControlPayment Date, and Net Proceeds Offer Payment Date, as the case may be.

Section 2.15           Book-EntryProvisions for Global Securities.

Except as indicated below in this Section 2.15, theNotes shall be represented only by Global Securities.  The Global Securities shall be deposited witha Depositary for such Notes or its custodian (initially, the Trustee) (andshall be registered in the name of such Depositary or its nominee).  The Depositary for the Dollar Notes shall beDTC unless the Company appoints a successor Depositary by delivery of a CompanyOrder to the Trustee specifying such successor Depositary.  The Depositary for the Euro Notes shall beCitibank, N.A. unless, with the approval of Euroclear and Clearstream, theCompany appoints a successor Depositary (which shall be a Common Depositary ofEuroclear and Clearstream) by delivery of a Company Order to the Trusteespecifying such successor Depositary.

All payments on a Dollar Denominated Global Securitywill be made to DTC or its nominee, as the case may be, as the registered ownerand Holder of such Dollar Denominated Global Security.  All payments on a Euro Denominated GlobalSecurity will be made to the order of the Common Depositary or its nominee, asthe case may be, as the registered holder of such Euro Denominated GlobalSecurity.  In each case, the Company willbe fully discharged by payment to or to the order of such Depositary from anyresponsibility or liability in respect of each amount so paid.  Upon receipt of any such payment in respectof a Dollar Denominated Global Security, DTC will credit Participants’ accountswith payments in amounts proportionate 

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to their respective beneficial interests in theprincipal amount of such Dollar Denominated Global Security as shown on therecords of DTC.  The Common Depositarywill instruct the Euro Paying Agent to make payments in respect of the EuroNotes to Euroclear and Clearstream in amounts proportionate to their respectivebeneficial interests in the principal amount of each Euro Denominated GlobalSecurity, and Euroclear and Clearstream will credit Participants’ accounts withpayments in amounts proportionate to their respective beneficial interests inthe principal amount of such Global Security as shown on the records ofEuroclear.

Unless and until it is exchanged in whole or in partfor Physical Notes, in accordance with this Section 2.15, a Global Security maynot be transferred except as a whole by the relevant Depositary or nomineethereof to another nominee of the Depositary or to a successor of Depositary ora nominee of such successor.

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

Interests in a Global Security shall be exchangeableor transferable, as the case may be, for Physical Notes if (i) in the case of aDollar Denominated Global Security, DTC notifies the Company that it isunwilling or unable to continue as Depositary for such Dollar DenominatedGlobal Security, or DTC ceases to be a “Clearing Agency” registered under theUnited States Securities Exchange Act of 1934, and a successor depositary isnot appointed by the Company, (ii) in the case of a Euro Denominated GlobalSecurity, Euroclear and Clearstream notify the Company that they are unwillingor unable to continue as clearing agencies for such Euro Denominated GlobalSecurity, (iii) in the case of a Euro Denominated Global Security, the CommonDepositary notifies the Company that it is unwilling or unable to continue asDepositary for such Euro Denominated Global Security, and a successor CommonDepositary is not appointed by the Company within one hundred twenty (120) daysor (iv) an Event of Default has occurred and is continuing with respect theretoand the owner of a beneficial interest therein requests such exchange ortransfer.  Upon the occurrence of any ofthe events described in the preceding sentence, the Company shall cause theappropriate Physical Notes to be delivered to the owners of beneficialinterests in the Global Securities or the Participants in DTC or Euroclear andClearstream through which such owners hold their beneficial interest.  Physical Notes shall be exchangeable ortransferable for interests in other Physical Notes as described herein.

Section 2.16           Transfer andExchange of Securities.

#### (a)           Transfer and Exchange of Dollar DenominatedGlobal Securities.- Notwithstanding any provisions of this Indenture or theNotes, transfers of a Dollar Denominated 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 Dollar DenominatedGlobal Securities or of other dollar denominated securities as described inclause (v) below, shall be made only in accordance with this Section2.16(a).  Transfers and exchanges subjectto this Section 2.16 shall also be subject to the other provisions of thisIndenture that are not inconsistent with this Section 2.16.

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##### (i)      General.  A Dollar Denominated Global Security may notbe transferred, in whole or in part, to any Person other than DTC or a nomineethereof or a successor to DTC or its nominee, and no such transfer to any suchother Person may be registered; provided that this clause (i) shall notprohibit any transfer of a dollar denominated security that is issued inexchange for a Dollar Denominated Global Security but is not itself a DollarDenominated Global Security.  No transferof a Dollar Note of any series to any Person shall be effective under thisIndenture or the Dollar Notes of such series unless and until such Dollar Notehas been registered in the name of such Person. Nothing in this Section 2.16(a)(i) shall prohibit or render ineffectiveany transfer of a beneficial interest in a Dollar Denominated Global Securityeffected in accordance with the other provisions of this Section 2.16(a).

##### (ii)     Restricted Global Securityto Regulation S Global Security.  Ifthe Holder of a beneficial interest in a Restricted Dollar Denominated GlobalSecurity of any series wishes at any time to transfer such interest to a Personwho wishes to take delivery thereof in the form of a beneficial interest in aRegulation S Dollar Denominated Global Security of such series, such transfermay be effected, subject to the rules and procedures of DTC, Euroclear andClearstream, in each case to the extent applicable (the “Applicable Procedures”),only in accordance with the provisions of this Section 2.16(a)(ii).  Upon receipt by the Dollar Registrar of (A)written instructions given in accordance with the Applicable Procedures from anAgent Member directing the Dollar Registrar, to credit or cause to be creditedto a specified Agent Member’s account a beneficial interest in a Regulation SDollar Denominated Global Security in a principal amount equal to that of thebeneficial interest in a Restricted Dollar Denominated Global Security to be sotransferred; (B) a written order given in accordance with the ApplicableProcedures containing information regarding the account of the Agent Member(and/or the Euroclear or Clearstream account, as the case may be) to becredited with, and the account of the Agent Member to be debited for, suchbeneficial interest and (C) a certificate in substantially the form set forthin Exhibit C-1 given by the Holder of such beneficial interest, the principalamount of a Restricted Dollar Denominated Global Security shall be reduced, andthe principal amount of a Regulation S Dollar Denominated Global Security shallbe increased, by the principal amount of the beneficial interest in aRestricted Dollar Denominated Global Security to be so transferred, in eachcase by means of an appropriate adjustment on the records of the DollarRegistrar, and the Dollar Registrar shall instruct DTC or its authorizedrepresentative to make a corresponding adjustment to its records and to creditor cause to be credited to the account of the Person specified in such instructions(which shall be the Agent Member for Euroclear or Clearstream or both, as thecase may be) a beneficial interest in a Regulation S Dollar Denominated GlobalSecurity having a principal amount equal to the amount so transferred.

##### (iii)    Restricted DollarDenominated Global Security to Unrestricted Dollar Denominated Global Security.  If the Holder of a beneficial interest in aRestricted Dollar Denominated Global Security of any series wishes at any timeto transfer such interest to a Person who wishes to take delivery thereof inthe form of a beneficial interest in an Unrestricted Dollar Denominated GlobalSecurity of such series, such transfer may be effected, subject to theApplicable Procedures, only in accordance with this Section 

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##### 2.16(a)(iii).  Upon receipt by the Dollar Registrar, of (A)written instructions given in accordance with the Applicable Procedures from anAgent Member directing the Dollar Registrar to credit or cause to be creditedto a specified Agent Member’s account a beneficial interest in an UnrestrictedDollar Denominated Global Security in a principal amount equal to that of thebeneficial interest in a Restricted Dollar Denominated Global Security to be sotransferred, (B) a written order given in accordance with the ApplicableProcedures containing information regarding the account of the Agent Member(and, if applicable, the Euroclear or Clearstream account, as the case may be)to be credited with, and the account of the Agent Member to be debited for,such beneficial interest and (C) a certificate in substantially the form setforth in Exhibit C-2 given by the Holder of such beneficial interest, theprincipal amount of the Restricted Dollar Denominated Global Security shall bereduced, and the principal amount of an Unrestricted Dollar Denominated GlobalSecurity shall be increased, by the principal amount of the beneficial interestin a Restricted Global Dollar Denominated Security to be so transferred, ineach case by means of an appropriate adjustment on the records of the DollarRegistrar and the Dollar Registrar shall instruct DTC or its authorizedrepresentative to make a corresponding adjustment to its records and to creditor cause to be credited to the account of the Person specified in suchinstructions a beneficial interest in an Unrestricted Dollar Denominated GlobalSecurity having a principal amount equal to the amount so transferred.

##### (iv)    Regulation S DollarDenominated Global Security or Unrestricted Dollar Denominated Global Securityto Restricted Dollar Denominated Global Security.  If the Holder of a beneficial interest in aRegulation S Dollar Denominated Global Security of any series or anUnrestricted Dollar Denominated Global Security of any series wishes at anytime to transfer such interest to a Person who wishes to take delivery thereofin the form of a beneficial interest in a Restricted Dollar Denominated GlobalSecurity of such series, such transfer may be effected, subject to the ApplicableProcedures, only in accordance with this Section 2.16(a)(iv).  Upon receipt by the Dollar Registrar of (A)written instructions given in accordance with the Applicable Procedures from anAgent Member directing the Dollar Registrar to credit or cause to be creditedto a specified Agent Member’s account a beneficial interest in a RestrictedDollar Denominated Global Security in a principal amount equal to that of thebeneficial interest in a Regulation S Dollar Denominated Global Security or anUnrestricted Dollar Denominated Global Security to be so transferred, (B) awritten order given in accordance with the Applicable Procedures containinginformation regarding the account of the Agent Member to be credited with, andthe account of the Agent Member (and, if applicable, the Euroclear orClearstream account, as the case may be) to be debited for, such beneficialinterest and (C) with respect to a transfer of a beneficial interest in aRegulation S Dollar Denominated Global Security (but not an Unrestricted DollarDenominated Global Security) to a Person whom the transferor reasonablybelieves is a “qualified institutional buyer” within the meaning of Rule 144Aunder the Securities Act, a certificate in substantially the form set forth inExhibit C-3 given by the Holder of such beneficial interest, the principalamount of a Restricted Dollar Denominated Global Security shall be increased,and the principal amount of a Regulation S Dollar Denominated Global Securityor an Unrestricted Dollar Denominated Global Security shall be reduced, by theprincipal amount of the beneficial interest in a Restricted Dollar DenominatedGlobal Security to be so 

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##### transferred,in each case by means of an appropriate adjustment on the records of the DollarRegistrar and the Dollar Registrar shall instruct DTC or its authorizedrepresentative to make a corresponding adjustment to its records and to creditor cause to be credited to the account of the Person specified in such instructionsa beneficial interest in the Restricted Dollar Denominated Global Securityhaving a principal amount equal to the amount so transferred.

##### (v)     Exchanges of DollarDenominated Global Security for Dollar-Denominated Non-Global Security.  In the event that a Dollar Denominated GlobalSecurity or any portion thereof is exchanged for dollar denominated securitiesother than Dollar Denominated Global Securities, such other dollar denominatedsecurities may in turn be exchanged (on transfer or otherwise) for Notes thatare not Dollar Denominated Global Securities or for beneficial interests in aDollar Denominated Global Security (if any is then outstanding) only inaccordance with such procedures, which shall be substantially consistent withthe provisions of clauses (i) through (iv) above and (vi) below (including thecertification requirements intended to insure that transfers and exchanges ofbeneficial interests in a Dollar Denominated Global Security comply with Rule144A, Rule 144 or Regulation S, as the case may be) and any ApplicableProcedures, as may be from time to time adopted by the Company and the Trustee.

##### (vi)    Beneficial Interest inRegulation S Dollar Denominated Global Security to be Held Through Euroclear orClearstream.  Until the terminationof the applicable restricted period under Regulation S with respect thereto,interests in a Regulation S Global Security may be held only through AgentMembers acting for and on behalf of Euroclear and Clearstream, providedthat this clause (vi) shall not prohibit any transfer in accordance withSection 2.16(a)(iv) hereof.

#### (b)           Transfer and Exchange of Euro DenominatedGlobal Securities.  Notwithstandingany provisions of this Indenture or the Euro Notes, transfers of a EuroDenominated Global Security, in whole or in part, shall be made only inaccordance with this Section 2.16(b). Transfers and exchanges subject to this Section 2.16 shall also besubject to the other provisions of this Indenture that are not inconsistentwith this Section 2.16.

##### (i)      General.  A Euro Denominated Global Security may not betransferred, in whole or in part, to any Person other than the CommonDepositary or a nominee thereof or a successor Common Depositary or itsnominee, and no such transfer to any such other Person may be registered; providedthat this clause (i) shall not prohibit any transfer of a Euro DenominatedSecurity that is issued in exchange for a Euro Denominated Global Security butis not itself a Euro Denominated Global Security.  No transfer of a Euro Denominated Security toany Person shall be effective under this Indenture or the Euro DenominatedSecurities unless and until such Euro Denominated Security has been registeredin the name of such Person.  Nothing inthis Section 2.16(b)(i) shall prohibit or render ineffective any transfer of abeneficial interest in a Euro Denominated Global Security effected inaccordance with the other provisions of this Section 2.16(b).

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##### (ii)               Restricted EuroDenominated Global Security to Unrestricted Euro Denominated Global Security.  If the Holder of a beneficial interest in aRestricted Euro Denominated Global Security wishes at any time to transfer suchinterest to a Person who wishes to take delivery thereof in the form of abeneficial interest in an Unrestricted Euro Denominated Global Security, suchtransfer may be effected, subject to the Applicable Procedures, only inaccordance with this Section 2.16(b)(ii). Upon receipt by the Euro Registrar of (A) written instructions given inaccordance with the Applicable Procedures from Euroclear or Clearstreamdirecting the Euro Registrar to credit or cause to be credited to Euroclear orClearstream’s account a beneficial interest in an Unrestricted Euro DenominatedGlobal Security in a principal amount equal to that of the beneficial interestin a Restricted Euro Denominated Global Security to be so transferred, (B) awritten order given in accordance with the Applicable Procedures containinginformation regarding the account of Euroclear or Clearstream to be creditedwith, and the account of Euroclear or Clearstream to be debited for, suchbeneficial interest and (C) a certificate in substantially the form set forthin Exhibit C-2 given by the Holder of such beneficial interest, the principalamount of the Restricted Euro Denominated Global Security shall be reduced, andthe principal amount of an Unrestricted Euro Denominated Global Security shallbe increased, by the principal amount of the beneficial interest in aRestricted Euro Denominated Global Security to be so transferred, in each caseby means of an appropriate adjustment on the records of the Euro Registrar andthe Euro Registrar shall instruct the Common Depositary or its authorizedrepresentative to make a corresponding adjustment to its records and to creditor cause to be credited to the account of Euroclear a beneficial interest in aUnrestricted Euro Denominated Global Security having a principal amount equalto the amount so transferred.

##### (iii)            Exchanges of EuroDenominated Global Security for Euro Denominated Non-Global Security.  In the event that a Euro Denominated GlobalSecurity or any portion thereof is exchanged for Notes other than EuroDenominated Global Securities, such other Notes may in turn be exchanged (ontransfer or otherwise) for Notes that are not Euro Denominated GlobalSecurities or for beneficial interests in a Euro Denominated Global Security(if any is then Outstanding) only in accordance with such procedures, whichshall be substantially consistent with the provisions of clauses (i) through(ii) above and (iv) below (including the certification requirements intended toinsure that transfers and exchanges of beneficial interests in a EuroDenominated Global Security comply with Rule 144A, Rule 144 or Regulation S, asthe case may be) and any Applicable Procedures, as may be from time to timeadopted by the Company and the Trustee.

##### (iv)           Interest in EuroDenominated Global Security to be Held Through Euroclear or Clearstream.  Interests in a Euro Denominated GlobalSecurity may be held only through Agent Members acting for and on behalf ofEuroclear or Clearstream.

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

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

##### (ii)               Transfer toPersons Other than Depositary. Notwithstanding any other provision in this Indenture or the Notes, noGlobal Security may be exchanged in whole or in part for Notes registered, andno transfer of a Global Security in whole or in part may be registered, in thename of any person other than the appropriate Depositary or a nominee thereofunless (A) in the case of a Dollar Denominated Global Security, DTC notifiesthe Company that it is unwilling or unable to continue as Depositary for such GlobalSecurity, or DTC ceases to be a Clearing Agency registered under the UnitedStates Securities Exchange Act of 1934, and a successor to DTC is not appointedby the Company, (B) in the case of a Euro Denominated Global Security,Euroclear and Clearstream notify the Company that they are unwilling or unableto continue as clearing agencies for such Euro Denominated Global Security, andsuccessor clearing agencies are not appointed by the Company, (C) in the caseof a Euro Denominated Global Security, the Common Depositary notifies theCompany that it is unwilling or unable to continue as Depositary for such EuroDenominated Global Security, and a successor Common Depositary is not appointedby the Company within one hundred twenty (120) days or (D) in the case of anyGlobal Security, an Event of Default has occurred and is continuing withrespect thereto and the owner of a beneficial interest therein requests suchexchange or transfer.  Any GlobalSecurity exchanged pursuant to clause (A), (B) or (C) above shall be soexchanged in whole and not in part and any Global Security exchanged pursuantto clause (D) above may be exchanged in whole or from time to time in part asdirected by DTC.  Any Security issued inexchange for a Global Security or any portion thereof shall be a GlobalSecurity, provided that any such Security so issued that is registeredin the name of a Person other than the appropriate Depositary or a nomineethereof shall not be a Global Security.

##### (iii)            Global Security toPhysical Note.  Physical Notes issuedin exchange for a Global Security or any portion thereof pursuant to clause(ii) above shall be issued in definitive, fully registered form withoutinterest coupons, shall be of the same series and shall have an aggregateprincipal amount equal to that of such Global Security or portion thereof to beso exchanged, shall be registered in such names and be in such authorizeddenominations as the appropriate Depositary shall designate and shall bear anylegends required hereunder.  Any GlobalSecurity to be exchanged in whole shall be surrendered by the appropriateDepositary to the appropriate Registrar. With regard to any Global Security to be exchanged in part, either suchGlobal Security shall be so surrendered for exchange or, in the case of aDollar Denominated Global Security, if the Trustee is acting as custodian forDTC or its nominee with respect to such Global Security or, in the case of aEuro Denominated Global Security, if the Common Depositary is acting asDepositary for Euroclear and Clearstream, the principal amount thereof shall bereduced, by an amount equal to the portion thereof to be so exchanged, by meansof an appropriate adjustment made on the records of the Trustee, asAuthenticating Agent, or of the Common Depositary.  Upon any such surrender or adjustment, theTrustee shall authenticate

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##### and deliverthe Security issuable on such exchange to or upon the order of the appropriateDepositary or an authorized representative thereof.

##### (iv)           In the event of theoccurrence of any of the events specified in clause (ii) above, the Companywill promptly make available to the Trustee a reasonable supply of PhysicalNotes in definitive, fully registered form, without interest coupons.

##### (v)              No Rights ofAgent Members in Global Security.  NoAgent Member of any Depositary nor any other Persons on whose behalf AgentMembers may act (including Euroclear and Clearstream and account Holders andParticipants therein) shall have any rights under this Indenture with respectto any Global Security, or under any Global Security, and each Depositary orits nominee, as the case may be, may be treated by the Company, the Trustee andany agent of the Company or the Trustee as the absolute owner and Holder ofsuch Global Security for all purposes whatsoever.  Notwithstanding the foregoing, nothing hereinshall prevent the Company, the Trustee or any agent of the Company or the Trusteefrom giving effect to any written certification, proxy or other authorizationfurnished by the applicable Depositary or such nominee, as the case may be, orimpair, as between DTC, Euroclear and Clearstream, their respective AgentMembers and any other person on whose behalf an Agent Member may act, theoperation of customary practices of such Persons governing the exercise of therights of a Holder of any Note.

##### (vi)           Notwithstandinganything to the contrary in this Indenture, all Global Securities shall be governedby the relevant Applicable Procedures.

## Section 2.17                                SpecialTransfer Provisions.

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

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

#### (c)                                  General.  By its acceptance of any Note bearinglegends, each- Holder of such a Note acknowledges the restrictions on transferof such Security set forth in this Indenture and in the legends and agrees thatit will transfer such Security only as provided in this Indenture.

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#### The Registrar shall retain copies of allletters, notices and other written communications received pursuant to Section2.15, 2.16 or this Section 2.17 for a period of two years, after which timesuch letters, notices and other written communications shall at the writtenrequest of the Company be delivered to the Company.  The Company shall have the right to inspectand make copies of all such letters, notices or other written communications atany reasonable time upon the giving of reasonable prior written notice to theRegistrar.

## Section 2.18                                Issuanceof Additional Notes.

The Company shall be entitled to issue AdditionalNotes of either series under this Indenture which shall have substantiallyidentical terms as the Initial Notes of such series, other than with respect tothe date of issuance, issue price, amount of interest payable on the firstInterest Payment Date applicable thereto or upon a registration default asprovided under a registration rights agreement related thereto (and, if suchAdditional Notes shall be issued in the form of Exchange Notes, other than withrespect to transfer restrictions); provided that such issuance is not prohibitedby Section 4.12.

With respect to any Additional Notes, the Companyshall set forth in a resolution of its Board of Managers (or a duly appointedcommittee thereof) and in an Officers’ Certificate, a copy of each of whichshall be delivered to the Trustee, the following information:

### (1)                                  theseries of and aggregate principal amount of such Additional Notes to beauthenticated and delivered pursuant to this Indenture;

### (2)                                  theissue price and the issue date of such Additional Notes and the amount ofinterest payable on the first Interest Payment Date applicable thereto; and

### (3)                                  whethersuch Additional Notes shall be Restricted Securities or Unrestricted Notes.

# **ARTICLEIII**

# **REDEMPTION**

## Section 3.01                                Noticesto Trustee.

If the Company elects to redeem Dollar Notes pursuantto paragraph 5 of the Dollar Notes or the Euro Notes pursuant to paragraph 5 ofthe Euro Notes it shall notify the Trustee and the Paying Agent in writing ofthe Redemption Date and the aggregate principal amount of the Notes of such seriesto be redeemed.  Such notice must begiven at least 30 days prior to the Redemption Date, but shall not be givenmore than 60 days before such Redemption Date. Any such notice may be cancelled at any time prior to notice of suchredemption being mailed to any Holder and shall thereby be void and of noeffect.

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Section 3.02                                Selection of NotesTo Be Redeemed.

If less than all the Notes of either series are to beredeemed at any time, selection of such Notes of the appropriate series forredemption will be made by the Trustee in compliance with the requirements ofthe principal national securities exchange, if any, on which such Notes arelisted or, if such Notes are not listed on a national securities exchange, on apro rata basis, by lot or by such method as the Trustee shall deem fair andappropriate; provided, however, that no Notes of a principal amount of $1,000or €50,000, as the case may be, or less shall be redeemed in part.

## Section 3.03                                Noticeof Redemption.

At least 30 days but not more than 60 days before aRedemption Date, the Company shall mail or cause to be mailed a notice ofredemption by first- class mail to each Holder whose Notes are to be redeemedat its registered address, with a copy to the Trustee, except that redemptionnotices may be mailed more than 60 days prior to a redemption date if thenotice is issued in connection with a defeasance of the notes or a satisfactionand discharge of this Indenture, in each case in accordance with thisIndenture.  At the Company’s request, theTrustee shall give the notice of redemption in the Company’s name and at theCompany’s expense provided, however, that the Company shalldeliver to the Trustee, at least 40 days prior to the Redemption Date (whichmay be waived by the Trustee), an Officers’ Certificate requesting that theTrustee give such notice.  Each noticefor redemption shall identify the Notes of the appropriate series to beredeemed and shall state:

### (1)                                  theRedemption Date;

### (2)                                  theredemption price and the amount of accrued interest, if any, to be paid (the “RedemptionPrice”);

### (3)                                  theparagraph of the Dollar Notes and/or the Euro Notes, as the case may be,pursuant to which the Notes of such series are being redeemed;

### (4)                                  thename and address of the Paying Agent;

### (5)                                  thatNotes called for redemption must be surrendered to the Paying Agent to collectthe Redemption Price;

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

### (7)                                  that,if any Note is being redeemed in part, the portion of the principal amount ofsuch Note to be redeemed;

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### (8)                                  that,if less than all the Notes of a series of Notes are to be redeemed, theidentification of the particular Notes and the aggregate principal amount (orportion thereof) of such Notes to be redeemed, to be redeemed and the aggregateprincipal amount of Notes to be outstanding after such partial redemption; and

### (9)                                  whetherthe redemption is conditioned on any events and what such conditions are.

If one or more conditions specified with respect to aredemption are not satisfied or waived, the Redemption Date shall be deemed notto have occurred for all purposes of this Indenture and the Company shall givenotice of such non-occurrence to the Holders of the applicable Notes and to theTrustee.

The Company will comply with the requirements of Rule14e-1 under the Exchange Act and any other securities laws and regulationsthereunder to the extent such rule, laws and regulations are applicable inconnection with the purchase of Notes.

## Section 3.04                                Effectof Notice of Redemption.

Once notice of redemption is mailed in accordance withSection 3.03, Notes called for redemption become due and payable on theRedemption Date and at the Redemption Price. Upon surrender to the Trustee or Paying Agent, such Notes called forredemption shall be paid at the Redemption Price, but installments of interest,the maturity of which is on or prior to the Redemption Date, shall be payableto Holders of record at the close of business on the relevant record datesreferred to in the Notes.  Interest shallaccrue on or after the Redemption Date and shall be payable only if the Companydefaults in payment of the Redemption Price.

## Section 3.05                                Depositof Redemption Price.

On or before the Redemption Date, the Company shalldeposit with the Paying Agent U.S. Legal Tender (in the case of Dollar Notes)and/or euros (in the case of Euro Notes) sufficient to pay the Redemption Priceof all Notes of the applicable series to be redeemed on that date.  The Paying Agent shall promptly return to theCompany any U.S. Legal Tender (in the case of Dollar Notes) and/or euros (inthe case of Euro Notes) so deposited that is not required for that purpose,except with respect to monies owed as obligations to the Trustee pursuant toArticle Seven.

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

## Section 3.06                                NotesRedeemed in Part.

Upon surrender of a Note that is to be redeemed inpart, the Trustee shall authenticate for the Holder a new Note or Notes of theappropriate series equal in principal amount to

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the unredeemed portion of the Note surrendered; provided,that no such Euro Note may have a denomination of less than €50,000 thereafter.

# **ARTICLEIV**

# **COVENANTS**

## Section 4.01                                Paymentof Notes.

The Company shall pay the interest on the Notes on thedates and in the manner provided in the Notes. An installment of principal of or interest on the Notes shall beconsidered paid on the date it is due if the Trustee or Paying Agent holds onthat date U.S. Legal Tender (in the case of Dollar Notes) and/or euros (in thecase of Euro Notes) designated for and sufficient to pay the installment.  Interest on the Notes will be computed on thebasis of a 360- day year comprised of twelve 30-day months.

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

## Section 4.02                                Maintenanceof Office or Agency.

The Company shall maintain the office or agencyrequired under Section 2.03.  The Companyshall give prior notice to the Trustee of the location, and any change in thelocation, of such office or agency.  Ifat any time the Company shall fail to maintain any such required office oragency or shall fail to furnish the Trustee with the address thereof, suchpresentations, surrenders, notices and demands may be made or served at theaddress of the Trustee set forth in Section 13.02.

## Section 4.03                                Limitationon Restricted Payments.

The Company shall not, and shall not cause or permitany of its Restricted Subsidiaries to, directly or indirectly, make anyRestricted Payment if at the time of such Restricted Payment or immediatelyafter giving effect thereto, (i) a Default or an Event of Default shall haveoccurred and be continuing, (ii) the Company is not able to incur at least $1.00of additional Indebtedness other than Permitted Indebtedness in compliance withSection 4.12, or (iii) the aggregate amount of Restricted Payments includingsuch proposed Restricted Payment made after June 30, 2006, including, the FairMarket Value as determined reasonably and in good faith by the Board ofManagers of the Company) of non-cash amounts constituting Restricted Paymentsshall exceed the sum of:  (w) 50% of thecumulative Consolidated Net Income (or if cumulative Consolidated Net Incomeshall be a loss, minus 100% of such loss) of the Company earned from June 30,2006 through the last day of the last full fiscal quarter immediately precedingthe date the Restricted Payment occurs (the “Reference Date”) (treating suchperiod as a single accounting period); plus (x) 100% of the aggregate net cashproceeds received by the Company from any Person (other than a Subsidiary ofthe Company) from the issuance and sale subsequent to June 30, 2006 ofQualified Capital Stock of the Company (other than Specified Venture Capital

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Stock) or debt securities of the Company that are,upon issuance, convertible into or exchangeable for Qualified Capital Stock ofthe Company, but only when and to the extent such debt securities are convertedinto or exchanged for Qualified Capital Stock of the Company; plus (y) withoutduplication of any amounts included in clause (iii)(x) above, 100% of theaggregate net cash proceeds of any equity contribution received by the Companyfrom a holder of the Company’s Capital Stock subsequent to June 30, 2006; plus(z) $400 million.

Notwithstanding the foregoing, the provisions setforth in the immediately preceding paragraph shall not prohibit:  (1) the payment of any dividend within 60days after the date of declaration of such dividend if the dividend would havebeen permitted on the date of declaration; (2) the acquisition of any shares ofCapital Stock of the Company, either (i) solely in exchange for shares ofQualified Capital Stock of the Company or (ii) if no Default or Event of Defaultshall have occurred and be continuing, through the application of net cashproceeds of a substantially concurrent Equity Offering (other than to aSubsidiary of the Company); (3) the acquisition or repayment of anyIndebtedness of the Company that is subordinate or junior in right of paymentto the Notes either (i) solely in exchange for shares of Qualified CapitalStock of the Company, or (ii) if no Default or Event of Default shall haveoccurred and be continuing, through the application of net cash proceeds of (A)a substantially concurrent Equity Offering or (B) incurrence for cash ofRefinancing Indebtedness, (in the case of (A) or (B), other than to aSubsidiary of the Company); (4) so long as no Default or Event of Default shallhave occurred and be continuing, repurchases by the Company of, or dividends toa Huntsman Parent Company to permit repurchases by a Huntsman Parent Companyof, Common Stock of the Company or a Huntsman Parent Company from employees ofthe Company or any of its Subsidiaries or their authorized representatives uponthe death, disability or termination of employment of such employees, in anaggregate amount not to exceed $25 million in any calendar year; (5) the redemptionor repurchase of any Common Stock of the Company held by a RestrictedSubsidiary of the Company which obtained such Common Stock directly from theCompany; (6) distributions to any Huntsman Parent Company in accordance withthe Tax Sharing Agreement; (7) payments to any Huntsman Parent Company forlegal, audit and other expenses directly relating to the administration of suchHuntsman Parent Company not to exceed $10.0 million in any fiscal year; (8) thepayment of consideration by a third party to equity holders of the Company; (9)additional Restricted Payments in an aggregate amount not to exceed $225million since the Issue Date; (10) the payment of dividends or distributions toany Huntsman Parent Company which are contemporaneously applied to paydividends on common stock of the Huntsman Public Parent at a rate not to exceed$0.40 per share per annum (such amount to be appropriately adjusted to reflectany stock split, reverse stock split, stock dividend, stock issuance or similartransactions made after the Issue Date so that the aggregate amount of dividendspayable after such transaction is the same as the amount payable immediatelyprior to such transaction); (11) payments of dividends on DisqualifiedCapital Stock issued in accordance with Section 4.12; and (12) if theConsolidated Leverage Ratio of the Company, calculated after giving *pro forma* effect to any repurchase underthis clause (12), is less than 2.5 to 1.0, then the Company may repurchaseor dividend to a Huntsman Parent Company to repurchase, up to an aggregate of$250 million of Common Stock of a Huntsman Parent Company.  In determining the aggregate amount of RestrictedPayments made subsequent to the Issue Date in accordance with clause (iii) ofthe immediately preceding paragraph, cash amounts expended pursuant to clauses(1), (2), (3)(ii)(A)

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and (4) shall be included in such calculation andRestricted Payments made pursuant to the other clauses of the precedingparagraph shall not be so included.

Not later than the date of making any RestrictedPayment pursuant to clause (iii) of the second preceding paragraph or clause(9) of the immediately preceding paragraph, the Company shall deliver to theTrustee an officers’ certificate stating that such Restricted Payment complieswith this Indenture and setting forth in reasonable detail the basis upon whichthe required calculations were computed, which calculations may be based uponthe Company’s quarterly financial statements last provided to the Trusteepursuant to Section 4.09.

## Section 4.04                                CorporateExistence.

Except as otherwise permitted by Article Five, theCompany shall do or cause to be done all things reasonably necessary topreserve and keep in full force and effect its corporate or other existence andthe corporate or other existence of each of its Restricted Subsidiaries in accordancewith the respective organizational documents of each such Restricted Subsidiaryand the material rights (charter and statutory) and franchises of the Companyand each such Restricted Subsidiary; except for such noncompliances as are notin the aggregate reasonably likely to have a material adverse effect on thefinancial condition or results of operations of the Company and its RestrictedSubsidiaries taken as a whole.

## Section 4.05                                Paymentof Taxes and Other Claims.

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

## Section 4.06                                Maintenanceof Properties and Insurance.

#### (a)                                  The Company shall,and shall cause each of its Restricted Subsidiaries to, make all reasonableefforts to maintain its material properties in normal condition (subject to ordinarywear and tear) and make all reasonably necessary repairs, renewals orreplacements thereto as in the judgment of the Company may be reasonablynecessary to the conduct of the business of the Company and its RestrictedSubsidiaries; except for such noncompliances as are not in the aggregate reasonablylikely to have a material adverse effect on the financial condition or resultsof operations of the Company and its Restricted Subsidiaries taken as a whole.

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#### (b)                                 The Company shallprovide or cause to be provided, for itself and each of its RestrictedSubsidiaries, insurance (including appropriate self- insurance) against loss ordamage 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 theCompany and such Restricted Subsidiaries.

## Section 4.07                                ComplianceCertificate; Notice of Default.

#### (a)                                  The Company shalldeliver to the Trustee, within 120 days after the end of each of the Company’sfiscal years commencing with the fiscal year ending December 31, 2006, anOfficers’ Certificate stating that a review of its activities and theactivities of its Restricted Subsidiaries during the preceding fiscal year hasbeen made under the supervision of the signing officers with a view todetermining whether it has kept, observed, performed and fulfilled its obligationsunder 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 noDefault or Event of Default that has occurred and is continuing or, if suchsigners do know of such Default or Event of Default, the certificate shalldescribe the Default or Event of Default and its status with particularity.  The Officers’ Certificate shall also notifythe Trustee should the Company elect to change the manner in which it fixes itsfiscal year end.

#### (b)                                 The annual financialstatements delivered to the Trustee pursuant to Section 4.09 shall beaccompanied by a written report of the Company’s independent accountants thatin conducting their audit of the financial statements which are a part of suchannual report or such annual financial statements nothing has come to theirattention that would lead them to believe that the Company has violated anyprovisions of Article Four or Five insofar as they relate to accounting mattersor, if any such violation has occurred, specifying the nature and period ofexistence thereof, it being understood that such accountants shall not beliable directly or indirectly to any Person for any failure to obtain knowledgeof any such violation.

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

## Section 4.08                                Compliancewith Laws.

The Company shall comply, and shall cause each of itsRestricted Subsidiaries to comply, with all applicable statutes, rules,regulations, orders and restrictions of the United States of America, allstates and municipalities thereof, and of any governmental department,commission, board, regulatory authority, bureau, agency and instrumentality ofthe foregoing, in respect of the conduct of their respective businesses and theownership of their respective properties, except for such noncompliances as arenot in the aggregate reasonably likely to have a material adverse effect on thefinancial condition or results of operations of the Company and its RestrictedSubsidiaries taken as a whole.

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Section 4.09                                Reports to Holders.

Whether or not required by the Commission, so long asany Notes are outstanding, the Company will furnish to the Holders of the Notesand to the Trustee, within the time periods specified in the Commission’s rulesand regulations including any extension periods available under such rules andregulations and excluding any requirement and time periods applicable to “acceleratedfilers” (as defined in Rule 12b-2 under the Exchange Act) under such rules andregulations, and make available to securities analysts and potential investorsupon request:

### (1)                                  allquarterly and annual financial information that would be required to becontained in a filing with the Commission on Forms 10-Q and 10-K if the Companywere required to file such Forms, including a “Narrative Analysis of Results ofOperations” or “Management’s Discussion and Analysis of Financial Condition andResults of Operations,” as applicable, and, with respect to the annualinformation only, a report on the annual financial statements by the Company’scertified independent accountants; and

### (2)                                  allcurrent reports that would be required to be filed with the Commission on Form8-K if the Company were required to file such reports.

Notwithstanding the foregoing, the Company shall notbe required to furnish any information or reports that are separate frominformation or reports furnished by Huntsman Corporation, and the requirementsspecified in this paragraph shall be deemed to be satisfied upon Huntsman Corporation’sfiling of its required reports within the time periods specified in theCommission’s rules and regulations including any extension periods availableunder such rules and regulations, in each case provided that the assets,liabilities, revenues and net income of Huntsman Corporation are substantiallysimilar to those of the Company at the time of such filing.

If the Company has designated as an UnrestrictedSubsidiary any of its Subsidiaries that would constitute a significantsubsidiary within the meaning of Regulation S-X under the Exchange Act, thenthe quarterly and annual financial information required by the precedingparagraph shall include a reasonably detailed presentation, either on the faceof the financial statements or in the footnotes or schedules thereto, or in Narrative Analysis of Results of Operations,of the financial condition and results of operations of the Company and itsRestricted Subsidiaries separate from the financial condition and results ofoperations of the Unrestricted Subsidiaries of the Company.

In the event that any Huntsman Parent Company becomesa Guarantor of the Notes, the Company may satisfy its obligations under thisSection 4.09 with respect to financial information relating to the Company byfurnishing financial information relating to such Huntsman Parent Company asprovided in Section 3-10 of Regulation S-X under the Exchange Act.

## Section 4.10                                Waiverof Stay, Extension or Usury Laws.

The Company covenants (to the extent that it maylawfully do so) that it will not at any time insist upon, plead, or in anymanner whatsoever claim or take the benefit or advantage

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of, any stay or extension law or any usury law orother law that would prohibit or forgive the Company from paying all or anyportion of the principal of, premium or interest on the Notes as contemplatedherein, wherever enacted, now or at any time hereafter in force, or which mayaffect the obligations or the performance of this Indenture; and (to the extentthat it may lawfully do so) the Company hereby expressly waives all benefit oradvantage of any such law, and covenants that it will not hinder, delay orimpede the execution of any power herein granted to the Trustee, but willsuffer and permit the execution of every such power as though no such law hadbeen enacted.

## Section 4.11                                Limitationson Transactions with Affiliates.

#### (a)                                  The Company will not,and will not permit any of its Restricted Subsidiaries to, directly orindirectly, enter into or permit to exist any transaction or series of relatedtransactions with, or for the benefit of, any of its Affiliates (each an “AffiliateTransaction”), other than (x) Affiliate Transactions permitted under paragraph(b) below and (y) Affiliate Transactions on terms that are no less favorable tothe Company or the relevant Restricted Subsidiary than those terms that mightreasonably have been obtained in a comparable transaction at such time on anarm’s-length basis by the Company or the relevant Restricted Subsidiary and anunrelated Person.  The Board of Managersof the Company or the Board of Managers of the relevant Restricted Subsidiarymust approve each Affiliate Transaction to which they are a party that involvesaggregate payments or other property with a Fair Market Value in excess of$25.0 million.  This approval must be evidencedby a Board Resolution that states that the applicable Board of Managers hasdetermined that the transaction complies with the foregoing provisions.  If the Company or any Restricted Subsidiaryof the Company enters into an Affiliate Transaction that involves an aggregateFair Market Value of more than $50.0 million, then prior to the consummation ofthe Affiliate Transaction, the parties to such Affiliate Transaction mustobtain a favorable opinion as to the fairness of such transaction or series ofrelated transactions to the Company or the relevant Restricted Subsidiary, asthe case may be, from a financial point of view, from an Independent FinancialAdvisor and file the same with the Trustee.

#### (b)                                 The restrictions setforth in clause (a) shall not apply to (i) reasonable fees and compensationpaid to and indemnity provided on behalf of, officers, directors, manager, employeesor consultants of the Company or any Restricted Subsidiary of the Company asdetermined in good faith by the Company’s Board of Managers or seniormanagement; (ii) transactions exclusively between or among the Company and anyof its Restricted Subsidiaries or exclusively between or among such RestrictedSubsidiaries, provided such transactions are not otherwise prohibited by thisIndenture; (iii) any agreement as in effect as of the Issue Date or anyamendment thereto or any transaction contemplated thereby or in any replacementagreement thereto so long as any such amendment or replacement agreement is notmore disadvantageous to the Holders in any material respect than the originalagreement; (iv) Permitted Investments and Restricted Payments made incompliance with Section 4.03; (v) transactions between or among any of theCompany, any of its Subsidiaries and any Securitization Entity in connectionwith a Qualified Securitization Transaction, in each case provided thatsuch transactions are not otherwise prohibited by this Indenture; (vi)transactions with distributors or other purchases or sales of goods orservices, in each case in the ordinary course of business and otherwise incompliance with the terms of this Indenture which when taken together are fairto the Company or the

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#### Restricted Subsidiaries as applicable, in the reasonable determinationof the Board of Managers of the Company or the senior management thereof, orare on terms at least as favorable as might reasonably have been obtained atsuch time from an unaffiliated party and (vii) Guarantees by the Company or aGuarantor incurred in accordance with clause (xxii) of the definition of PermittedIndebtedness.

## Section 4.12                                Limitationon Incurrence of Additional Indebtedness.

The Company will not, and will not permit any of itsRestricted Subsidiaries to, directly or indirectly, create, incur, assume,guarantee, acquire, become liable, contingently or otherwise, with respect to,or otherwise become responsible for payment of (collectively, “incur”) anyIndebtedness (other than Permitted Indebtedness); provided, however, if noDefault or Event of Default shall have occurred and be continuing at the timeof or as a consequence of the incurrence of any such Indebtedness, the Companyand its Restricted Subsidiaries may incur Indebtedness (including AcquiredIndebtedness) in each case if on the date of the incurrence of such Indebtedness,after giving effect to the incurrence thereof, the Consolidated Fixed ChargeCoverage Ratio of the Company is greater than 2.0 to 1.0.

## Section 4.13                                Limitationon Dividend and Other Payment Restrictions Affecting Subsidiaries.

The Company will not, and will not cause or permit anyof its Restricted Subsidiaries to, directly or indirectly, create or otherwisecause or permit to exist or become effective any encumbrance or restriction onthe ability of any Restricted Subsidiary of the Company to (a) pay dividends ormake any other distributions on or in respect of its Capital Stock; (b) makeloans or advances or to pay any Indebtedness or other obligation owed to theCompany or any other Restricted Subsidiary of the Company; or (c) transfer anyof its property or assets to the Company or any other Restricted Subsidiary ofthe Company, except for such encumbrances or restrictions existing under or byreason of:  (1) applicable law, rules,regulations and/or orders; (2)  this Indenture (including, withoutlimitation, any Liens permitted hereunder); (3) customary non-assignmentprovisions of any contract or any lease governing a leasehold interest of theCompany or any Restricted Subsidiary of the Company; (4) any agreementsexisting at the time of any merger or consolidation with any Person,acquisition of any Person or the properties or assets of such Person (includingagreements governing Acquired Indebtedness), which encumbrance or restrictionis not applicable to any Person, or the properties or assets of any Person,other than the Person or the properties or assets of the Person merged orconsolidated with or so acquired or any Subsidiary of such Person; (5)agreements existing on the Issue Date to the extent and in the manner suchagreements are in effect on such date and any amendments, modifications,restatements, renewals, increases, supplements, refundings, replacements orrefinancings thereof, provided that such amendments, modifications,restatements, increases, supplements, refundings, replacements or refinancingsare no more restrictive (as determined by the Board of Managers of the Companyin their reasonable and good faith judgment) in any material respect, taken asa whole, with respect to such dividend and other payment restrictions thanthose contained in such agreements or instruments as in effect on the IssueDate; (6) restrictions imposed by any agreement to sell assets or Capital Stockpermitted under this Indenture to any Person pending the closing of such sale;(7) any agreement or instrument governing Capital Stock of any

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Person that is acquired; (8) Indebtedness or othercontractual requirements of a Securitization Entity in connection with aQualified Securitization Transaction; provided that such restrictions applyonly to such Securitization Entity; (9) Liens incurred in accordance with thecovenant described under Section 4.18; (10) restrictions on cash or otherdeposits or net worth imposed by customers under contracts entered into in theordinary course of business; (11) the Credit Facilities; (12) any restriction underan agreement governing Indebtedness of a Foreign Subsidiary permitted underSection 4.12; (13) customary restrictions in Capitalized Lease Obligations, securityagreements or mortgages securing Indebtedness of the Company or a RestrictedSubsidiary to the extent such restrictions restrict the transfer of the propertysubject to such Capitalized Lease Obligations, security agreements ormortgages; (14) customary provisions in joint venture agreements and othersimilar agreements (in each case relating solely to the respective joint ventureor similar entity or the equity interests therein) entered into in the ordinarycourse of business; (15) contracts entered into in the ordinary course ofbusiness, not relating to Indebtedness, and that do not, individually or in theaggregate, detract from the value of property or assets of the Company or anyRestricted Subsidiary in any manner material to the Company or any RestrictedSubsidiary; and (16) an agreement governing Indebtedness incurred to Refinancethe Indebtedness issued, assumed or incurred pursuant to an agreement referredto in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however,that the provisions relating to such encumbrance or restriction contained inany such Indebtedness are no less favorable to the Company in any materialrespect as determined by the Board of Managers of the Company in theirreasonable and good faith judgment than the provisions relating to suchencumbrance or restriction contained in agreements referred to in such clause(2), (4), (5), (8), (11), (12) or (13).

## Section 4.14                                Changeof Control.

#### (a)                                  Upon the occurrenceof a Change of Control, each Holder will have the right to require that theCompany purchase all or a portion (equal to $1,000 or €1,000, as applicable, oran integral multiple thereof, provided that no Euro Notes of €50,000 or lessmay remain outstanding thereafter) of such Holder’s Notes in cash pursuant tothe offer described below (the “Change of Control Offer”), at a purchase priceequal to 101% of the principal amount thereof plus accrued and unpaid interest,if any, to the date of purchase.

#### (b)                                 Prior to the mailingof the notice referred to below, but in any event within 30 days following anyChange of Control, the Company covenants to (i) repay in full and terminate allcommitments under Indebtedness under the Credit Facilities and all other SeniorDebt the terms of which require repayment upon a Change of Control or offer torepay in full and terminate all commitments under all Indebtedness under theCredit Facilities and all other such Senior Debt and to repay the Indebtednessowed to each lender which has accepted such offer or (ii) obtain the requisiteconsents under the Credit Facilities and all other Senior Debt to permit therepurchase of the Notes as provided below. The Company shall first comply with the covenant in the immediatelypreceding sentence before it shall be required to repurchase Notes pursuant tothe provisions described below.  TheCompany’s failure to comply with the covenant described in the immediatelypreceding sentence shall be governed by clause (3), and not clause (2), ofSection 6.01.

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#### (c)           Within30 days following the date on which a Change of Control occurs (the “Change ofControl Date”), the Company shall send, by first class mail, postage prepaid, anotice to each Holder of Notes at their last registered address and theTrustee, which notice shall govern the terms of the Change of ControlOffer.  The notice to the Holders shallcontain all instructions and materials necessary to enable such Holders totender Notes pursuant to the Change of Control Offer.  Such notice shall state:

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

(2)           the purchase price (including theamount of accrued interest, if any) and the purchase date (which shall be noearlier than 30 days nor later than 60 days from the date such notice ismailed, other than as may be required by law) (the “Change of Control PaymentDate”);

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

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

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

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

(7)           that Holders whose Notes arepurchased only in part will be issued new Notes of an appropriate series in aprincipal amount equal to the unpurchased portion of the Notes surrendered; provided,however, that each Note purchased and each new Note issued shall be in aprincipal amount of $1,000 or €50,000, as applicable, or integral multiples of$1,000 or €1,000 in excess thereof, as applicable; and

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

#### (d)           Onor before the Change of Control Payment Date, the Company shall (i) accept forpayment Notes or portions thereof (in integral multiples of $1,000 and €1,000)validly tendered pursuant to the Change of Control Offer, (ii) deposit with thePaying Agent in accordance with Section 2.14 U.S. Legal Tender and/or eurossufficient to pay the purchase price plus

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#### 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 theCompany.  Upon receipt by the PayingAgent of the monies specified in clause (ii) above and a copy of the Officers’Certificate specified in clause (iii) above, the Paying Agent shall promptlypay to the Holders of Notes so accepted payment in an amount equal to thepurchase price plus accrued and unpaid interest, if any, out of the fundsdeposited with the Paying Agent in accordance with the preceding sentence.  The Trustee shall promptly authenticate andmail or cause to be transferred by book-entry to such Holders new Notes equalin principal amount to any unpurchased portion of the Notes surrendered, providedthat each such new Note will be in the same currency as the surrendered Noteand in a principal amount of $1,000 or €50,000, as applicable, or integralmultiples of $1,000 or €1,000 in excess thereof, as applicable.  Upon the payment of the purchase price forthe Notes accepted for purchase, the Trustee shall return the Notes purchasedto the Company for cancellation.  Any moniesremaining after the purchase of Notes pursuant to a Change of Control Offershall be returned within three Business Days by the Trustee to the Companyexcept with respect to monies owed as obligations to the Trustee pursuant to ArticleSeven.  For purposes of this Section4.14, the Trustee shall act as the Paying Agent for the Dollar Notes and theEuro Paying Agent shall act as Paying Agent for the Euro Notes.

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

#### (f)            TheCompany will not be required to make a Change of Control Offer upon a Change ofControl if a third party makes the Change of Control Offer in the manner, atthe times and otherwise in compliance with the requirements set forth in thisIndenture with respect to a Change of Control Offer made by the Company andpurchases all Notes validly tendered and not withdrawn under such Change ofControl Offer.

## Section 4.15           Limitationon Asset Sales.  The Company willnot, and will not permit any of its Restricted Subsidiaries to, consummate anAsset Sale unless

#### (a)           the Company or the applicableRestricted Subsidiary receives consideration at the time of such Asset Sale atleast equal to the Fair Market Value of the assets sold or otherwise disposedof as determined in good faith by the Company’s Board of Managers;

#### (b)           at least 75% (or, in the case of anAsset Sale consisting of assets used or useful in a business similar or relatedto the Pigments business of the Company and its Subsidiaries, 65%) of theconsideration received by the Company or the applicable Restricted Subsidiaryfrom such Asset Sale shall be in the form of cash or Cash Equivalents, and isreceived at the time of the Asset Sale (which shall be deemed to include otherconsideration converted to cash or Cash Equivalents within 90 days of suchAsset Sale).  For

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#### the purposesof this provision, the amount of any liabilities shown on the most recent applicablebalance sheet of the Company or the applicable Restricted Subsidiary, otherthan liabilities that are by their terms subordinated to the Notes, that areassumed by the transferee of any such assets will be deemed to be cash forpurposes of this provision; and (iii) upon the consummation of an Asset Sale,the Company shall apply, or cause such applicable Restricted Subsidiary toapply, the Net Cash Proceeds relating to such Asset Sale within 415 days ofhaving received the Net Cash Proceeds;

#### (c)           additionally, the Company may applythe Net Cash Proceeds either (i)  toprepay any Senior Debt, Guarantor Senior Debt or Indebtedness of a RestrictedSubsidiary that is not a Guarantor and, in the case of any such Indebtednessunder any revolving credit facility, effect a permanent reduction in theavailability under such revolving credit facility, and/or (ii) to prepay anyPari Passu Indebtedness of the Company, and, in the case of any suchIndebtedness under any revolving credit facility, effect a permanent reductionin the availability under such revolving credit facility; and/or to (iii) makean investment in or expenditures for properties and assets (including CapitalStock of any entity) that replace the properties and assets that were thesubject of the Asset Sale or in properties and assets (including Capital Stockof any entity) that will be used in the business of the Company and itsSubsidiaries as existing on the Issue Date or in businesses reasonably relatedthereto (“Replacement Assets”) and/or (iv) make an acquisition of all of thecapital stock or assets of any Person or division conducting a businessreasonably related to that of the Company or its Subsidiaries.  On the 416th day after an Asset Sale or anyearlier date, if any, on which the Board of Managers of the Company or of the applicableRestricted Subsidiary determines not to apply the Net Cash Proceeds in accordancewith the above provisions of this clause (c) (each, a “Net Proceeds OfferTrigger Date”), such aggregate amount of Net Cash Proceeds which have not beenapplied or contractually committed to be applied (and to the extent not subsequentlyapplied, the Net Proceeds Offer Trigger Date related thereto shall be deemed tobe the date of termination of such contractual commitment or any earlier date,if any, on which the Board of Managers of the Company or the board of theapplicable Restricted Subsidiary determines not to apply the Net Cash Proceedsin accordance with such contractual commitment) on or before such Net ProceedsOffer Trigger Date as permitted by the above provisions of this clause (c) (the“Net Proceeds Offer Amount”) shall be applied by the Company or such RestrictedSubsidiary to make an offer to purchase (or repay, prepay or redeem, as thecase may be) (the “Net Proceeds Offer”) on a date (the “Net Proceeds OfferPayment Date”) that is not less than 30 nor more than 45 days following theapplicable Net Proceeds Offer Trigger Date, from all Holders and all holders ofIndebtedness that is equal in right of payment with the Notes and containsprovisions requiring that an offer to purchase such other Indebtedness be madewith the proceeds of the Asset Sale, on a pro rata basis, the maximum principalamount of Notes and other Indebtedness that may be purchased with the NetProceeds Offer Amount.  Notwithstandingthe foregoing, the obligation to make a Net Proceeds Offer shall be suspendeduntil such time as the aggregate amount of the Net Proceeds Offer Amount isequal to or exceeds $75 million.  Theoffer price in any Net Proceeds Offer will be equal to 100% of the principalvalue of the Notes to be purchased, plus any accrued and unpaid interest to thedate of purchase.  The following eventswill be deemed to constitute an Asset Sale and the Net Cash Proceeds for

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#### such AssetSale must be applied in accordance with this section 4.15: in the event anynon-cash consideration received by the Company or any Restricted Subsidiary ofthe Company in connection with any Asset Sale is converted into or sold orotherwise disposed of for cash (other than interest received with respect toany such non-cash consideration), or in the event of the transfer of substantiallyall (but not all) of the property and assets of the Company and its RestrictedSubsidiaries as an entirety to a Person in a transaction permitted underSection 5.01 and as a result thereof the Company is no longer an obligor on theNotes, the successor corporation shall be deemed to have sold the propertiesand assets of the Company and its Restricted Subsidiaries not so transferredfor purposes of this Section 4.15, and shall comply with the provisions of thiscovenant with respect to such deemed sale as if it were an Asset Sale.  In addition, the Fair Market Value of suchproperties and assets of the Company or its Restricted Subsidiaries deemed tobe sold shall be deemed to be Net Cash Proceeds for purposes of thisSection 4.15; and

#### (d)           notwithstanding the immediatelypreceding paragraphs, the Company and its Restricted Subsidiaries mayconsummate an Asset Sale without complying with such paragraphs to the extent(i) at least 75% of the consideration for such Asset Sale constitutesReplacement Assets and (ii) such Asset Sale is for Fair Market Value; provided,however, that any consideration that does not constitute Replacement Assetsthat is received by the Company or any of its Restricted Subsidiaries inconnection with any Asset Sale permitted under this paragraph shall constituteNet Cash Proceeds and will be subject to the provisions described in thepreceding paragraphs.

#### (e)           each notice of a Net Proceeds Offerpursuant to this Section 4.15 shall be mailed, by first-class mail, by theCompany to Holders of Notes at their last registered address not more than 30days following the Net Proceeds Offer Trigger Date, with a copy to theTrustee.  The notice shall contain allinstructions and materials necessary to enable such Holders to tender Notespursuant to the Net Proceeds Offer and shall state the following terms:

(1)           that the Net Proceeds Offer is beingmade pursuant to Section 4.15 of this Indenture, that all Notes tendered willbe accepted for payment; provided that no Euro Notes of €50,000 or lessmay remain outstanding thereafter; provided, however, that if theaggregate principal amount of Notes tendered in a Net Proceeds Offer plusaccrued interest at the expiration of such offer exceeds the aggregate amountof the Net Proceeds Offer, the Company shall select the Notes to be purchasedon a pro rata basis (with such adjustments as may be deemed appropriate by theCompany so that only Notes in denominations of $1,000 or €1,000, as applicable,or multiples thereof shall be purchased) and that the Net Proceeds Offer shallremain open for a period of 20 Business Days or such longer periods as may be requiredby law;

(2)           the purchase price (including theamount of accrued interest) and the Net Proceeds Offer Payment Date (whichshall be not less than 30 nor more than 45 days following the applicable NetProceeds Offer Trigger Date and which

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shall be at leastfive Business Days after the Trustee receives notice thereof from the Company);

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

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

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

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

(7)           that Holders whose Notes arepurchased only in part will be issued new Notes of the appropriate series in aprincipal amount equal to the unpurchased portion of the Note surrendered; provided,however, that each new Note issued shall be in an original principalamount of $1,000 or €1,000, as applicable; provided, further, however,that no Euro Note of €50,000 or less may remain outstanding thereafter.

On or before the Net Proceeds Offer Payment Date, theCompany shall (i) accept for payment Notes or portions thereof (in integral multiplesof $1,000 and €1,000; provided, that no Euro Note of €50,000 or less mayremain outstanding thereafter) validly tendered pursuant to the Net ProceedsOffer, (ii) deposit with the Paying Agent, in accordance with Section 2.14,U.S. Legal Tender (in the case of Dollar Notes) and/or euros (in the case ofEuro Notes) sufficient to pay the purchase price plus accrued and unpaidinterest, if any, of all Notes to be purchased and (iii) deliver to the TrusteeNotes so accepted together with an Officers’ Certificate stating the Notes orportions thereof being purchased by the Company.  Upon receipt by the Paying Agent of themonies specified in clause (ii) above and a copy of the Officers’ Certificatespecified in clause (iii) above, the Paying Agent shall promptly pay to theHolders of Notes so accepted payment in an amount equal to the purchase priceplus accrued and unpaid interest, if any, out of the funds deposited with thePaying Agent in accordance with the preceding sentence.  The Trustee shall promptly authenticate andmail to such Holders new Notes equal in principal amount to any unpurchasedportion of the Notes surrendered.  Uponthe payment of the purchase price for the Notes accepted for purchase, theTrustee shall cancel such Notes pursuant to Section 2.11 of thisIndenture.  Any monies remaining afterthe purchase of Notes pursuant to a Net Proceeds Offer shall be returned withinthree Business Days by the Trustee to the Company except with respect to moniesowed as obligations to the Trustee pursuant to Article Seven.  For purposes of this

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Section 4.15, the Trustee shall act as the PayingAgent for the Dollar Notes and the Euro Paying Agent shall act as the PayingAgent for the Euro Notes.

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

The Company will comply with the requirements of Rule14e-1 under the Exchange Act and any other securities laws and regulationsthereunder to the extent such rule, laws and regulations are applicable inconnection with the repurchase of Notes pursuant to a Net Proceeds Offer.  To the extent the provisions of anysecurities laws and regulations conflict with the provisions of this Indenturerelating to a Net Proceeds Offer, the Company shall comply with the applicablesecurities laws and regulations and shall not be deemed to have breached itsobligations relating to such Net Proceeds Offer by virtue thereof.

## Section 4.16           Prohibitionon Incurrence of Senior Subordinated Debt.

The Company will not incur or suffer to existIndebtedness that is senior in right of payment to the Notes and subordinate inright of payment to any other Indebtedness of the Company.

For purposes of the foregoing the phrase “subordinatein right of payment” means debt subordination only and not lien subordination,and accordingly, (i) unsecured indebtedness shall not be deemed to besubordinated in right of payment to secured indebtedness merely by virtue ofthe fact that it is unsecured and (ii) junior liens, second liens and othercontractual arrangements that provide for priorities among holders of the sameor different issues of indebtedness with respect to any collateral or theproceeds of collateral shall not constitute subordination in right of payment.

## Section 4.17           Limitationon Preferred Stock of Restricted Subsidiaries.

The Company will not permit any of its RestrictedSubsidiaries to issue any Preferred Stock (other than to the Company or toanother Restricted Subsidiary of the Company) or permit any Person (other thanthe Company or a Restricted Subsidiary of the Company) to own any PreferredStock of any Restricted Subsidiary of the Company; provided, however,that any Person that is not a Restricted Subsidiary of the Company may issuePreferred Stock to equity holders of such Person in exchange for equityinterests if after such issuance such Person becomes a Restricted Subsidiary ofthe Company.

## Section 4.18           Limitationon Liens.

The Company shall not, and shall not permit any of itsRestricted Subsidiaries to create, incur, or otherwise cause or suffer to existor become effective any Liens of any kind upon any property or assets of theCompany or any Restricted Subsidiary now owned or hereafter acquired, whichsecures Pari Passu Indebtedness or Indebtedness subordinated to the Notes

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unless such Indebtedness is incurred in accordancewith this Indenture and (i) if such Lien secures Pari Passu Indebtedness of theCompany, then the Notes are secured on an equal and ratable basis with theobligations so secured until such time as such obligation is no longer securedby a Lien or (ii) if such Lien secures Indebtedness which is subordinated tothe Notes, any such Lien shall be subordinated to a Lien granted to the Holdersin the same collateral as that securing such Lien to the same extent as suchsubordinated Indebtedness is subordinated to the Notes.

## Section 4.19           Limitationof Guarantees by Restricted Subsidiaries.

The Company will not permit any of its RestrictedSubsidiaries, directly or indirectly, by way of the pledge of any intercompanynote or otherwise, to assume, guarantee or in any other manner become liablewith respect to any Indebtedness of the Company or any other Restricted Subsidiary(other than (A) Indebtedness under Commodity Agreements and Currency Agreementsin reliance on clause (v) of the definition of Permitted Indebtedness, (B)Interest Swap Obligations incurred in reliance on clause (iv) of the definitionof Permitted Indebtedness, (C) any guarantee by a Foreign Subsidiary ofIndebtedness of another Foreign Subsidiary permitted under Section 4.12), or(D) any guarantee of Acquired Indebtedness of a person by any Subsidiaryof such person which guarantee constitutes Acquired Indebtedness, unless, inany such case (a) such Restricted Subsidiary that is not a Guarantor executesand delivers a supplemental indenture to this Indenture, providing a Guaranteeby such Restricted Subsidiary, (b) if any such assumption, guarantee or otherliability by such Restricted Subsidiary is provided in respect of Pari Passu Indebtedness,then the guarantee or other instrument provided by such Restricted Subsidiaryin respect of such Pari Passu Indebtedness shall be pari passu in right of paymentwith the Guarantees and (c) any such assumption, guarantee or other liabilityof such Restricted Subsidiary that is provided in respect of Indebtedness thatis expressly subordinated to the Notes shall be subordinated to the Guaranteespursuant to subordination provisions no less favorable in any material respectto the Holders than the subordination provisions contained in this Indenture.

## Section 4.20           Conductof Business.

The Company and its Restricted Subsidiaries (otherthan a Securitization Entity) will not engage in any businesses which are notthe same, similar or related to the businesses in which the Company and itsRestricted Subsidiaries were engaged on the Issue Date, except to the extentthat after engaging in any new business, the Company and its RestrictedSubsidiaries, taken as a whole, remain substantially engaged in similar linesof business as were conducted by them on the Issue Date.

## Section 4.21           CovenantTermination.

After such time as (i) the Notes have beenassigned an Investment Grade Rating by either Rating Agency (the “InvestmentGrade Rating Date”) and (ii) no Default or Event of Default under thisIndenture shall have occurred and be continuing, and notwithstanding that theNotes may later cease to have an Investment Grade Rating by any Rating Agency,the Company and its Restricted Subsidiaries shall no longer be subject to thefollowing sections:  Section 4.03,Section 4.11, Section 4.12, Section 4.13, Section 4.15, Section 4.16, Section4.17, Section 4.19, Section 4.20 and Section 5.01(a)(iii) or (c)(iii).  Notice of such covenant termination shall beprovided in writing to the Trustee.

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**ARTICLE V**

** **

# **SUCCESSORCORPORATION**

## Section 5.01           Merger,Consolidation and Sale of Assets.

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

##### (i)      either (1) the Company shall be thesurviving or continuing entity or (2) the Person (if other than the Company)formed by such consolidation or merger shall be an entity organized and validlyexisting under the laws of the United States or any State thereof or theDistrict of Columbia (the “Surviving Entity”)

##### (ii)     the Surviving Entity, if any, expresslyassumes, by supplemental indenture (in form and substance satisfactory to theTrustee), all rights and obligations of the Company under the Notes and thisIndenture;

##### (iii)    immediately after giving effect to suchtransaction either (a) the Company or the Surviving Entity shall be able toincur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness)pursuant to Section 4.12 or (b) the Consolidated Fixed Charge CoverageRatio of the Company or the Surviving Entity would be greater than theConsolidated Fixed Charge Coverage Ratio of the Company determined immediatelyprior to such transaction;

##### (iv)    immediately before and after giving effectto such transaction, including the assumption of the Notes, no Default or Eventof Default occurred or exists; and

##### (v)     the Company or the Surviving Entity shallhave delivered to the Trustee an Officers’ Certificate and an Opinion ofCounsel stating that all conditions precedent in this Indenture relating tosuch transaction have been satisfied.

#### (b)           Forpurposes of this Section 5.01, the transfer (by lease, assignment, sale orotherwise, in a single transaction or series of related transactions) of all orsubstantially all of the properties and assets of one or more RestrictedSubsidiaries of the Company, the Capital Stock of which constitutes all orsubstantially all of the properties or assets of the Company, will be deemed tobe the transfer of all or substantially all of the properties and assets of theCompany.

#### (c)           EachGuarantor (other than any Guarantor whose Guarantee is to be released inaccordance with the terms of the Guarantee and this Indenture in connectionwith any transaction complying with the provisions of Section 4.15) will not,and the Company will not cause or permit any Guarantor to, consolidate with ormerge with or into any Person other than the Company or any other Guarantorunless: (i) the entity formed by or surviving any such

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#### consolidation or merger (if other than the Guarantor) or to which suchsale, lease, conveyance or other disposition shall have been made assumes bysupplemental indenture all of the obligations of the Guarantor on itsGuarantee; (ii) immediately after giving effect to such transaction, no Defaultor Event of Default shall have occurred and be continuing; and (iii)immediately after giving effect to such transaction and the use of any netproceeds therefrom on a pro forma basis, the Company could satisfy the provisionsof Section 5.01(a)(iii).  Any merger orconsolidation of a Guarantor with and into the Company (with the Company beingthe surviving entity) or another Guarantor need not comply with clause (a)above.

Notwithstanding anything in this Section 5.01 to thecontrary, (a) the Company may merge with an Affiliate that has no materialassets or liabilities and that is incorporated or organized solely for thepurpose of reincorporating or reorganizing the Company in another state of theUnited States or the District of Columbia without complying with Section5.01(a)(iii) and (b) any transaction characterized as a merger under applicablestate law where each of the constituent entities survives, shall not be treatedas a merger for purposes of this covenant, but shall instead be treated as (x)an Asset Sale, if the result of such transaction is the transfer of assets bythe Company or a Restricted Subsidiary, or (y) an Investment, if the result ofsuch transaction is the acquisition of assets by the Company or a RestrictedSubsidiary.

## Section 5.02           SuccessorCorporation Substituted.

Upon any consolidation, combination or merger, or anytransfer of all or substantially all of the assets of the Company in accordancewith Section 5.01 in which the Company is not the Surviving Entity, thesuccessor Person formed by such consolidation or into which the Company ismerged 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 Companyunder this Indenture and the Notes with the same effect as if such SurvivingEntity had been named as such.

# **ARTICLEVI**

# **DEFAULTAND REMEDIES**

## Section 6.01           Eventsof Default.

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

### (1)           thefailure to pay interest any Notes when the same becomes due and payable andsuch Default continues for a period of 30 days (whether or not such paymentshall be prohibited by the subordination provisions described under ArticleTen);

### (2)           thefailure to pay principal on any Notes, when such principal becomes due andpayable, at maturity, upon redemption or otherwise (including the failure tomake a payment when due to purchase the Notes tendered pursuant to a Change ofControl Offer or a Net Proceeds Offer) (whether or not such payment shall beprohibited by the subordination provisions described under Article Ten);

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### (3)           thefailure of the Company or any Guarantor to comply with any covenant oragreement contained in this Indenture, which default continues for a period of60 days after the Company receives a written notice specifying the default (or120 days after such a notice in the event of a Default under Section 4.09) (anddemanding that such default be remedied) from the Trustee or the Holders of atleast 25% of the outstanding principal amount of the Notes (including anyAdditional Notes subsequently issued under this Indenture) (except in the caseof a default with respect to Section 5.01, which will constitute an Event ofDefault with such notice requirement but without such passage of time requirement);

### (4)           theoccurrence of any default under any agreement governing Indebtedness of theCompany or any of its Restricted Subsidiaries, if that default:  (A) is caused by the failure to pay at finalmaturity the principal amount of any Indebtedness after giving effect to anyapplicable grace periods and any extensions of time for payment of suchIndebtedness; or (B) results in the acceleration of the final stated maturity of anysuch Indebtedness, and in each case if the aggregate principal amount ofsuch Indebtedness unpaid or accelerated aggregates $100.0 million or more atany time and such Indebtedness has not been discharged in full or suchacceleration has not been rescinded or annulled within 30 days of such finalmaturity or acceleration;

### (5)           thefailure of the Company or any of the Guarantors to pay or otherwise dischargeor stay one or more judgments in an aggregate amount exceeding $100.0 million(which are not covered by indemnities or third party insurance as to which thePerson giving such indemnity or such insurer has not disclaimed coverage) for aperiod of 60 days after such judgments become final and non-appealable;

### (6)           theCompany or any Restricted Subsidiary which is also a Significant Subsidiary (A)commences a voluntary case or proceeding under any Bankruptcy Law with respectto itself, (B) consents to the entry of a judgment, decree or order for reliefagainst 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 ofits property, (D) consents to or acquiesces in the institution of a bankruptcyor an insolvency proceeding against it or (E) makes a general assignment forthe benefit of its creditors;

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

### (8)           thefailure of any Guarantee of any Significant Subsidiary of the Company to be infull force and effect (other than as provided in accordance with the terms ofsuch Guarantee and this Indenture) or any of the Guarantors denies itsliability under its Guarantee.

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## Section 6.02           Acceleration.

#### (a)           If an Event of Default of the typedescribed in Section 6.01(6) or (7) occurs with respect to the Company and iscontinuing, then all unpaid principal of, and premium, if any, and accrued andunpaid interest on all of the outstanding Notes (including any Additional Notessubsequently issued under this Indenture) will become immediately due andpayable without further action or notice. If any other Event of Default occurs and is continuing, then the Trusteeor the Holders of at least 25% in principal amount of outstanding Notes(including any Additional Notes subsequently issued under this Indenture) maydeclare the principal of and accrued interest on all the Notes to be due andpayable by notice in writing (the “Acceleration Notice”) to the Company and theTrustee, which notice must also specify that it is a “notice of acceleration.”  In that event, the Notes will becomeimmediately due and payable unless, if there are any amounts outstanding underthe Designated Senior Debt, then the Notes will become immediately due andpayable only upon the first to occur of (i) an acceleration under the DesignatedSenior Debt or (ii) five (5) business days after receipt by the Company and theRepresentative under the Designated Senior Debt of such Acceleration Notice.

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

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

(2)           if all existing Events of Defaulthave been cured or waived except nonpayment of principal or interest that hasbecome due solely because of the acceleration;

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

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

(5)           in the event of the cure or waiver ofan Event of Default of the type described in Section 6.01(6) or (7), theTrustee shall have received an Officers’ Certificate that such Event of Defaulthas been cured or waived.

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

## Section 6.03           Other Remedies.

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

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The Trustee may maintaina proceeding even if it does not possess any of the Notes or does not produceany of them in the proceeding.  A delayor omission by the Trustee or any Noteholder in exercising any right or remedyaccruing upon an Event of Default shall not impair the right or remedy or constitutea waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any otherremedy.  All available remedies arecumulative to the extent permitted by law.

## Section 6.04           Waiver of Past Defaults.

Subject to Sections 6.07and 9.02, the Holders of a majority in aggregate principal amount of the Notes(including the aggregate principal amount of any Additional Notes subsequentlyissued under this Indenture) by notice to the Trustee may waive any existingDefault or Event of Default hereunder and its consequences, except a Default inthe payment of the principal of or interest on any Note as specified in clauses(1) and (2) of Section 6.01; provided that a Default or Event of Defaultdue to failure to comply with Section 4.09 shall be deemed to be cured uponfiling by the Company (or, if applicable, Huntsman Corporation) of the reportsin compliance with Section 4.09.

## Section 6.05           Control by Majority.

Subject to Section 2.09,the Holders of a majority in aggregate principal amount of the then outstandingNotes may direct the time, method and place of conducting any proceeding forany remedy available to the Trustee or exercising any trust or power conferredon it, including, without limitation, any remedies provided for in Section6.03.  Subject to Section 7.01, however,the Trustee may, in its discretion, refuse to follow any direction thatconflicts with any law or this Indenture, that the Trustee determines may beunduly prejudicial to the rights of another Holder (it being understood that theTrustee shall have no duty to ascertain whether or not such actions orforbearances are unduly prejudicial to such Holders) or that may involve theTrustee in personal liability; provided, however, that the Trustee may take anyother action deemed proper by the Trustee, in its discretion, that is notinconsistent with such direction.

Prior to taking anyaction hereunder, the Trustee shall be entitled to indemnification by the Holderssatisfactory to it in its sole discretion against all losses and expensescaused by taking or not taking such action

## Section 6.06           Limitation on Suits.

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

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

### (2)           Holdersof at least 25% in aggregate principal amount of the then outstanding Notesmake a written request to the Trustee to pursue the remedy;

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### (3)           suchHolders offer to the Trustee indemnity or security against any loss, liabilityor expense to be incurred in compliance with such request which is satisfactoryto the Trustee;

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

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

A Holder may not use thisIndenture to prejudice the rights of another Holder or to obtain a preferenceor priority over such other Holder.

## Section 6.07           Rights of Holders To ReceivePayment.

Notwithstanding any otherprovision of this Indenture, the right of any Holder to receive payment ofprincipal of, premium and interest on a Note, on or after the respective duedates expressed in such Note, or to bring suit for the enforcement of any suchpayment on or after such respective dates, shall not be impaired or affectedwithout the consent of such Holder.

## Section 6.08           Collection Suit by Trustee.

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

## Section 6.09           Trustee May File Proofs of Claim.

The Trustee may file suchproofs of claim and other papers or documents as may be necessary or advisablein order to have the claims of the Trustee (including any claim for thereasonable compensation, expenses, taxes, disbursements and advances of theTrustee, its agents and counsel) and the Holders allowed in any judicialproceedings relating to the Company or any other obligor upon the Notes, any oftheir respective creditors or any of their respective property, and shall beentitled and empowered to collect and receive any monies or other propertypayable or deliverable on any such claims and to distribute the same, and anycustodian in any such judicial proceedings is hereby authorized by each Holderto make such payments to the Trustee and, in the event that the Trustee shallconsent to the making of such payments directly to the Holders, to pay to theTrustee any amount due to it for the reasonable compensation, expenses, taxes,disbursements and advances of the Trustee, its agents and counsel, and anyother amounts due the Trustee under Section 7.07.  The Company’s payment obligations under thisSection 6.09 shall be secured in accordance with the provisions of Section7.07.  Nothing herein contained

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shall be deemed toauthorize the Trustee to authorize or consent to or accept or adopt on behalfof any Holder any plan of reorganization, arrangement, adjustment orcomposition affecting the Notes or the rights of any Holder thereof, or toauthorize the Trustee to vote in respect of the claim of any Holder in any suchproceeding.

## Section 6.10           Priorities.

If the Trustee collectsany money or property pursuant to this Article Six, it shall pay out the moneyin the following order:

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

Second:  if the Holders are forced to proceed againstthe Company directly without the Trustee, to Holders for their collectioncosts;

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

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

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

## Section 6.11           Undertaking for Costs.

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

## Section 6.12           Expenses and Services After anEvent of Default.

When the Trustee incursexpenses or renders services after the occurrence of an Event of Defaultdescribed in this Article VI, the expenses and compensation for services are intendedto constitute expenses of administration under any bankruptcy law.

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# **ARTICLEVII**

# **TRUSTEE**

## Section 7.01                                Dutiesof Trustee.

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

#### (b)                                 Except during thecontinuance of a Default or an Event of Default:

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

(2)                                  Inthe absence of bad faith on its part, the Trustee may conclusively rely, as tothe truth of the statements and the correctness of the opinions expressedtherein, upon certificates (including Officers’ Certificates) or opinions(including Opinions of Counsel) furnished to the Trustee and conforming to therequirements of this Indenture.  However,as to any certificates or opinions which are required by any provision of thisIndenture to be delivered or provided to the Trustee, the Trustee shall examinethe certificates and opinions to determine whether or not they conform to therequirements of this Indenture but need not confirm or investigate the accuracyor mathematical calculations or other facts stated therein or otherwise verifythe contents thereof.

#### (c)                                  Notwithstandinganything to the contrary herein contained, the Trustee may not be relieved fromliability for its own negligent action, its own negligent failure to act, orits own willful misconduct, except that:

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

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

(3)                                  TheTrustee shall not be liable with respect to any action it takes or omits totake in good faith in accordance with a direction received by it pursuant to Section6.02, 6.04 or 6.05.

#### (d)                                 No provision of thisIndenture shall require the Trustee to expend or risk its own funds or otherwiseincur any financial liability in the performance of any of its duties hereunderor in the exercise of any of its rights or powers if it shall have reasonablegrounds for believing that repayment of such funds or adequate indemnityagainst such risk or liability is not reasonably assured to it.

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#### (e)                                  Every provision of thisIndenture 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 shallnot be liable for interest on any money or assets received by it except as theTrustee may agree with the Company. Assets held in trust by the Trustee need not be segregated from otherassets except to the extent required by law.

## Section 7.02                                Rightsof Trustee.

Subject to Section 7.01:

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

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

#### (c)                                  TheTrustee shall not be liable for any action that it takes or omits to take ingood faith that it reasonably believes to be authorized or within its rights orpowers.

#### (d)                                 TheTrustee shall not be bound to make any investigation into the facts or mattersstated 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 ordocument, but the Trustee, in its discretion, may make such further inquiry orinvestigation into such facts or matters as it may see fit and, if the Trusteeshall determine to make such further inquiry or investigation, it shall beentitled, upon reasonable notice to the Company, to examine the books, records,and premises of the Company, personally or by agent or attorney.

#### (e)                                  TheTrustee shall be under no obligation to exercise any of the rights or powersvested in it by this Indenture at the request, order or direction of any of theHolders of the Notes pursuant to the provisions of this Indenture, unless suchHolders shall have offered to the Trustee reasonable security or indemnityagainst the costs, expenses and liabilities which may be incurred by it incompliance with such request, order or direction.

#### (f)                                    TheTrustee may consult with counsel of its selection, and the advice or opinion ofcounsel with respect to legal matters relating to this Indenture and the Notesshall be full and complete authorization and protection from liability withrespect to any action taken, omitted or suffered by it hereunder in good faithand in accordance with the advice or opinion of such counsel.

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#### (g)                                 TheTrustee shall not be required to give any bond or surety in respect of the performanceof its powers and duties hereunder.

#### (h)                                 Thepermissive rights of the Trustee to do things enumerated in this Indentureshall not be construed as a duty.

#### (i)                                     TheTrustee may execute any of the trusts or powers hereunder or perform any dutieshereunder either directly or by or through agents, attorneys or independent contractorsand the Trustee will not be responsible for any misconduct or negligence on thepart of any agent, attorney or independent contractor appointed with due careby it hereunder.

#### (j)                                     TheTrustee shall not be deemed to have notice of any Default or Event of Defaultunless a Responsible Officer of the Trustee has actual knowledge thereof orunless written notice of any event which is in fact such a default is receivedby the Trustee at the Corporate Trust Office of the Trustee, and such noticereferences the Notes and this Indenture.

#### (k)                                  Therights, 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)                                     TheTrustee may request that the Company deliver an incumbency certificate settingforth the names of individuals and/or titles of officers authorized at such timeto take specified actions pursuant to this Indenture, which incumbencycertificate may be signed by any Person authorized to sign an incumbencycertificate, including any Person as so authorized in any such certificatepreviously delivered and not superseded.

#### (m)                               TheTrustee shall not be responsible for any costs, expenses, damages or otherliabilities arising (directly or indirectly) as a result of (i) any filing of aclaim or proof of debt by holders of Senior Debt or Guarantor Senior Debt (ortheir Representative) or (ii) any right of holders of Senior Debt or GuarantorSenior Debt (or their Representative) to file any such claim or proof of debt,in any such case in accordance with the second paragraph of Section 10.09 or Section12.09.

## Section 7.03                                IndividualRights of Trustee.

The Trustee in its individual or any other capacitymay become the owner or pledgee of Notes and may otherwise deal with theCompany, any Restricted or Unrestricted Subsidiary, or their respectiveAffiliates, with the same rights it would have if it were not Trustee.  Any Agent may do the same with likerights.  However, the Trustee must complywith Sections 7.10 and 7.11.

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Section 7.04                                Trustee’s Disclaimer.

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

## Section 7.05                                Noticeof Default.

If a Default or an Event of Default occurs and iscontinuing and if the Trustee has actual knowledge of such Default or Event ofDefault, the Trustee shall mail to each Noteholder notice of the uncuredDefault or Event of Default on the later of (i) 60 days after such Default orEvent of Default occurs or (ii) 10 days after the Trustee has actual knowledgeof such Default or Event of Default. Except in the case of a Default or an Event of Default in the payment ofinterest or principal of, premium or interest on, any Note, including anaccelerated payment and the failure to make payment on the Change of ControlPayment Date pursuant to a Change of Control Offer or on a Net Proceeds OfferPayment Date pursuant to a Net Proceeds Offer and, except in the case of afailure to comply with Article Five, the Trustee may withhold the notice if andso long as its Responsible Officer(s) in good faith determines that withholdingthe notice is in the interest of the Holders. The Trustee shall not be deemed to have knowledge of a Default or Eventof Default other than (i) any Event of Default occurring pursuant to Sections6.01(1) or 6.01(2); or (ii) any Default or Event of Default of which a TrustOfficer shall have received written notification or obtained actualknowledge.  As used herein, the term “actualknowledge” means the actual fact or statement of knowing, without any duty tomake any investigation with regard thereto. During the existence of an Event of Default, the Trustee will exercisesuch rights and powers vested in it by this Indenture, and use the same degreeof care and skill in its exercise as a prudent Person would exercise or useunder the circumstances in the conduct of his own affairs.

## Section 7.06                                Reportsby Trustee to Holders.

Within 60 days after April 15 of each year beginningwith April 15, 2005, the Trustee shall, to the extent that any of the eventsdescribed in TIA § 313(a) occurred within the previous twelve months, but nototherwise, mail to each Noteholder a brief report dated as of such date that complieswith TIA § 313(a).  The Trustee alsoshall comply with TIA § 313(b) and 313(c).

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

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

## Section 7.07                                Compensationand Indemnity.

The Company shall pay to the Trustee from time totime, and the Trustee shall be entitled to, such compensation as may be agreedupon by the Company and the Trustee.  The

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Trustee’s compensation shall not be limited by any lawon compensation of a trustee of an express trust.  The Company shall reimburse the Trusteepromptly upon request for all reasonable out-of-pocket expenses, disbursementsand advances incurred or made by it in connection with the performance of itsduties and the discharge of its obligations under this Indenture.  Such expenses shall include the reasonablefees and expenses of the Trustee’s agents and counsel.

The Company shall indemnify the Trustee and itsagents, employees, officers, stockholders and directors for, and hold themharmless against, any loss, liability or expense including taxes (other thantaxes based on the income of the Trustee) and reasonable attorneys’ fees andexpenses incurred by them except for such actions to the extent caused by anynegligence, bad faith or willful misconduct on their part, arising out of or inconnection with the acceptance or administration of this trust including thereasonable costs and expenses of defending themselves against or investigatingany claim (whether asserted by the Company, and Holder or any other Person) orliability in connection with the exercise or performance of any of the Trustee’srights, powers or duties hereunder.  TheTrustee shall notify the Company promptly of any claim asserted against theTrustee or any of its agents, employees, officers, stockholders and directorsfor which it may seek indemnity.  Failureby the Company to so notify the Trustee shall not relieve the Company of itsobligations hereunder.  The Company shalldefend the claim and the Trustee shall cooperate in the defense at the Company’sexpense.  The Trustee and its agents,employees, officers, stockholders and directors subject to the claim may haveseparate counsel and the Company shall pay the reasonable fees and expenses ofsuch counsel; provided, however, that the Company will not berequired to pay such fees and expenses if it assumes the Trustee’s defense andthere is no conflict of interest between the Company and the Trustee and itsagents, employees, officers, stockholders and directors subject to the claim inconnection with such defense as reasonably determined by the Trustee; provided,further, that, unless the Company otherwise agrees in writing, theCompany shall not be liable to pay the fees and expenses of more than onecounsel at any given time located within one particular jurisdiction.  The Company need not pay for any settlementmade without its written consent which consent shall not be unreasonablywithheld.  The Company need not reimburseany expense or indemnify against any loss or liability to the extent incurredby the Trustee through its negligence, bad faith or willful misconduct.

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

When the Trustee incurs expenses or renders servicesafter an Event of Default specified in Section 6.01(6) or (7) occurs, suchexpenses  (including the reasonablecharges and expenses of its counsel) and the compensation for such services areintended to constitute expenses of administration and shall be paid to theextent allowed under any Bankruptcy Law.

The provisions of this Section shall survive thetermination of this Indenture, any rejection or termination of this Indentureunder any Bankruptcy Law or the resignation or removal of the Trustee.

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Section 7.08                                Replacement ofTrustee.

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

### (1)                                  theTrustee fails to comply with Section 7.10;

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

### (3)                                  areceiver or other public officer takes charge of the Trustee or its property;or

### (4)                                  theTrustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancyexists in the office of Trustee for any reason, the Company shall notify eachHolder of such event and shall promptly appoint a successor Trustee.  Within one year after the successor Trusteetakes office, the Holders of a majority in principal amount of the Notes mayappoint a successor Trustee to replace the successor Trustee appointed by theCompany.

A successor Trustee shall deliver a written acceptanceof its appointment to the retiring Trustee and to the Company.  Promptly after that, the retiring Trusteeshall 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 theretiring Trustee shall become effective, and the successor Trustee shall haveall the rights, powers and duties of the Trustee under this Indenture.  A successor Trustee shall mail notice of itssuccession to each Holder.

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

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

Notwithstanding replacement of the Trustee pursuant tothis Section 7.08, the Company’s obligations under Section 7.07 shall continuefor the benefit of the retiring Trustee.

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Section 7.09                                Successor Trustee byMerger, Etc.

If the Trustee consolidates with, merges or convertsinto, or transfers all or substantially all of its corporate trust business to,another corporation, the resulting, surviving or transferee corporation withoutany further act shall, if such resulting, surviving or transferee corporationis otherwise eligible hereunder, be the successor Trustee; provided, however,that such corporation shall be otherwise qualified and eligible under thisArticle Seven.

## Section 7.10                                Eligibility;Disqualification.

This Indenture shall always have a Trustee whosatisfies the requirement of TIA §§ 310(a)(1) and 310(a)(2).  The Trustee (or in the case of a corporationincluded 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 forthin its most recent published annual report of condition.  In addition, if the Trustee is a corporationincluded in a bank holding company system, the Trustee, independently of suchbank holding company, shall meet the capital requirements of TIA§ 310(a)(2).  The Trustee shallcomply with TIA § 310(b); provided, however, that thereshall be excluded from the operation of TIA § 310(b)(1) any indenture orindentures under which other notes, or certificates of interest orparticipation in other notes, of the Company are outstanding, if therequirements for such exclusion set forth in TIA § 310(b)(1) are met.  The provisions of TIA § 310 shall applyto the Company and any other obligor of the Notes.

## Section 7.11                                PreferentialCollection 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 removedshall be subject to TIA § 311(a) to the extent indicated therein.  The provisions of TIA § 311 shall applyto the Company and any other obligor of the Notes.

# **ARTICLEVIII**

# **DISCHARGEOF INDENTURE; DEFEASANCE**

## Section 8.01                                Terminationof the Company’s Obligations.

As to either series of Notes this Indenture will beDischarged and will cease to be of further effect and the obligations of theCompany and the Guarantors  under theNotes of such series and the Guarantees and this Indenture shall terminate withrespect to such series (except that the obligations under Sections 2.03 through2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties andimmunities of the Trustee hereunder shall survive the effect of this ArticleEight) when (a) either (i) all existing Notes with respect to such series,theretofore authenticated and delivered (except lost, stolen or destroyed Noteswhich have been replaced or paid and Notes for whose payment money hastheretofore been deposited in trust or segregated and held in trust by theCompany and thereafter repaid to the Company or discharged from such trust)have been delivered to the Trustee for cancellation or (ii) all Notes of suchseries not theretofore delivered to the Trustee for cancellation have becomedue and payable or will become due and payable within one year (including byway of irrevocable instructions delivered by the Company

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to the Trustee to effect the redemption of the Notes),and the Company has irrevocably deposited or caused to be deposited with theTrustee as trust funds in trust solely for the benefit of the Holders of suchNotes, cash in U.S. dollars, U.S. Government Obligations in the case of DollarNotes and/or euros or Euro Obligations in the case of Euro Notes or acombination thereof, in amounts as will be sufficient without consideration ofany reinvestment of interest to pay and discharge the entire Indebtedness onthe Notes not theretofore delivered to the Trustee for cancellation, forprincipal of, premium, if any, and interest on the Notes to the date of deposittogether with irrevocable instructions from the Company directing the Trusteeto apply such Funds to the payment thereof at maturity or redemption, as thecase may be; (b) the Company has paid all other sums payable under thisIndenture by the Company with respect to the Notes of such series; and (c) theCompany has delivered to the Trustee an Officers’ Certificate and an Opinion ofCounsel stating that all conditions precedent under this Indenture relating tothe satisfaction and discharge of this Indenture with respect to the Notes ofsuch series have been complied with.  Allfunds that remain unclaimed for one year will be paid to the Company andthereafter Holders must look to the Company for payment as general creditors.

In addition, at the Company’s option, either (a) theCompany shall be deemed to have been Discharged from any and all obligationswith respect to the Notes and the Guarantees (“Legal Defeasance”) after theapplicable conditions set forth below have been satisfied (except for the obligationsof the Company under Sections 2.03, 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and thisSection 8.01) or (b) the Company and its Restricted Subsidiaries shall cease tobe under any obligation to comply with any term, provision or condition setforth in Sections 4.03, 4.09 and 4.11 through 4.20 and Section 5.01 andthereafter any omission to comply with such obligations shall not constitute aDefault or Event of Default with respect to the Notes (“Covenant Defeasance”)after the applicable conditions set forth below have been satisfied:

### (1)                                  theCompany must irrevocably deposit with the Trustee in trust, for the benefit ofthe Holders (i) with respect to Dollar Notes, cash in U.S. Dollars ornon-callable U.S. government obligations and (ii) with respect to Euro Notes,euros or Euro Obligations, in such amounts as will be sufficient, in the opinionof a nationally recognized firm of independent public accountants, to pay theprincipal of, premium, if any, and interest on the Notes on the stated date forpayment thereof or on an applicable redemption date;

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

##### (i)             the Company hasreceived from, or there has been published by, the Internal Revenue Service aruling, or

##### (ii)          since the Issue Date,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 ofCounsel shall confirm that, the Holders of the outstanding Notes will not recognizeincome, gain or loss for United States federal income tax purposes as a resultof such Legal Defeasance and will

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be subject to United States federal income tax on the same amounts, inthe same manner and at the same times as would have been the case if such LegalDefeasance had not occurred; provided, however, such Opinion of Counsel shallnot be required if all the Notes will become due and payable on the MaturityDate within one year or are to be called for redemption within one year underarrangements satisfactory to the Trustee;

### (3)                                  inthe case of Covenant Defeasance, the Company shall have delivered to theTrustee an Opinion of Counsel in the United States of America reasonablyacceptable to the Trustee confirming that the Holders of the outstanding Noteswill not recognize income, gain or loss for United States federal income taxpurposes as a result of such Covenant Defeasance and will be subject to UnitedStates federal income tax on the same amounts, in the same manner and at thesame times as would have been the case if such Covenant Defeasance had notoccurred;

### (4)                                  noEvent of Default or Default shall have occurred and be continuing on the dateof such deposit (other than any Default arising from the substantially contemporaneousincurrence of Indebtedness to fund the deposit described above in clause (1));

### (5)                                  suchLegal Defeasance or Covenant Defeasance shall not result in a breach orviolation of, or constitute a default under this Indenture (other than any Defaultarising from the substantially contemporaneous incurrence of Indebtedness tofund the deposit described above in clause (1)) or any other material agreementor instrument to which the Company or any of its Subsidiaries is a party or bywhich the Company or any of its Subsidiaries is bound;

### (6)                                  theCompany shall have delivered to the Trustee an Officers’ Certificate statingthat the deposit was not made by the Company with the intent of preferring theHolders of the Notes over any other creditors of the Company or with the intentof defeating, hindering, delaying or defrauding any other creditors of theCompany or others;

### (7)                                  theCompany shall have delivered to the Trustee an Officers’ Certificate and anOpinion of Counsel, each stating that all conditions precedent provided for orrelating to the Legal Defeasance or the Covenant Defeasance have been compliedwith; and

### (8)                                  theCompany shall have delivered to the Trustee an Opinion of Counsel, to theeffect that either (i) the Company has assigned all its ownership interest inthe trust funds to the Trustee or (ii) the Trustee has a valid perfectedsecurity interest in the trust funds.

## Section 8.02                                Acknowledgmentof Discharge by Trustee.

Subject to Section 8.05, after (i) the conditions ofSection 8.01, have been satisfied and (ii) the Company has delivered to theTrustee an Opinion of Counsel, stating that all conditions precedent referredto in clause (i) above relating to the satisfaction and discharge of

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this Indenture have been complied with, the Trusteeupon written request of the Company shall acknowledge in writing the dischargeof the Company’s obligations under this Indenture except for those survivingobligations specified in this Article Eight.

## Section 8.03                                Applicationof Trust Money.

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

## Section 8.04                                Repaymentto the Company.

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

## Section 8.05                                Reinstatement.

If the Trustee or Paying Agent is unable to apply anyFunds by reason of any legal proceeding or by reason of any order or judgmentof any court or governmental authority enjoining, restraining or otherwiseprohibiting such application, the Company’s obligations under this Indentureand the Notes shall be revived and reinstated as though no deposit had occurredpursuant to Section 8.01 until such time as the Trustee or Paying Agent ispermitted to apply all such Funds in accordance with Section 8.01; provided,however, that if the Company has made any payment of principal, orpremium, if any, and interest on any Notes because of the reinstatement of itsobligations, the Company shall be subrogated to the rights of the Holders ofsuch Notes to receive such payment from Funds held by the Trustee or PayingAgent.

# **ARTICLEIX**

# **AMENDMENTS,SUPPLEMENTS AND WAIVERS**

## Section 9.01                                WithoutConsent of Holders.

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

### (1)                                  tocure any ambiguity, defect or inconsistency;

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### (2)                                  providefor the assumption of the Company’s obligations to Holders of Notes in the caseof a merger or consolidation or sale of all or substantially all of the Company’sassets;

### (3)                                  providefor uncertificated Notes in addition to or in place of certificated Notes;

### (4)                                  toadd any person as a Guarantor of the Notes or secure the Notes or theGuarantees;

### (5)                                  tocomply with requirements of the Commission in order to effect or maintain thequalification of this Indenture under the TIA; or

### (6)                                  tomake any change that would provide any additional benefit or rights to theHolders or that does not adversely affect in any material respect the legalrights of any Noteholders hereunder; provided that the removal of theprovisions effecting subordination of the Notes shall not be deemed toadversely affect the legal rights of Noteholders for such purpose; provided,further, however, that the Company has delivered to the Trusteean Opinion of Counsel and an Officers’ Certificate, each stating that suchamendment or supplement complies with the provisions of this Section 9.01.

## Section 9.02                                WithConsent of Holders.

Subject to Section 6.07, the Company, when authorizedby a Board Resolution, the Guarantors and the Trustee, together, with thewritten consent (including any electronic communication thereof by aDepositary) of the Holder or Holders of at least a majority in principal amountof the then outstanding Notes (including the aggregate principal amount of anyAdditional Notes subsequently issued under this Indenture) may make all othermodifications, waivers and amendments of this Indenture, the Notes or theGuarantees, except that, without the consent of each Holder of Notes affectedthereby, no amendment and waiver may, directly or indirectly:

### (1)                                  reducethe amount of Notes whose Holders must consent to an amendment;

### (2)                                  reducethe rate of or change the time for payment of interest, including defaultedinterest, on any Notes;

### (3)                                  reducethe principal of or change the fixed maturity of any Notes, or change the dateon which any Notes may be subject to redemption or repurchase, or reduce theredemption or repurchase price thereof for the Notes;

### (4)                                  makeany Notes payable in money other than that stated in the Notes and thisIndenture;

### (5)                                  makeany change in provisions of this Indenture or the Notes relating to the rightsof Holders of Notes to receive payment of principal of and interest on

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### such Notes onor after the due date thereof or to bring suit to enforce such payment orpermitting Holders of a majority in principal amount of the Notes to waiveDefaults or Events of Default;

### (6)                                  aftera Change of Control has occurred, amend, change or modify any provision of thisIndenture that would amend, change or modify in any material respect theobligation of the Company to make and complete a Change of Control Offer withrespect to such Change of Control or, after an Asset Sale has occurred, amend,change or modify in any material respect the obligation of the Company to makeand complete a Net Proceeds Offer with respect to such Asset Sale;

### (7)                                  modifyor change any provision of this Indenture or the related definitions affectingthe subordination or ranking of the Notes or any Guarantee in a manner whichadversely affects the Holders; or

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

Notwithstanding any provision to the contrary, if anyamendment, waiver or other modification will only effect the Dollar Notes orthe Euro Notes, only the consent of the holders of at least a majority inprincipal amount of the Dollar Notes or the Euro Notes, as the case may be,shall be required.

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

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

## Section 9.03                                Compliancewith TIA.

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

## Section 9.04                                Revocationand Effect of Consents.

Until an amendment, waiver or supplement becomeseffective, a consent to it by a Holder is a continuing consent by the Holderand every subsequent Holder of a Note or portion of a Note that evidences thesame debt as the consenting Holder’s Note, even if notation of the consent isnot made on any Note.  Subject to thefollowing paragraph, any such Holder or subsequent Holder may revoke theconsent as to his Note or portion of his Note by notice to the Trustee or theCompany received before the date on which the Trustee receives an Officers’Certificate certifying that the Holders of the requisite principal amount ofNotes have consented (and

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not theretofore revoked such consent) to theamendment, supplement or waiver (at which time such amendment, supplement orwaiver shall become effective).

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

After an amendment, supplement or waiver becomeseffective, it shall bind every Holder, unless it makes a change described inany 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 toit and every subsequent Holder of a Note or portion of a Note that evidencesthe same debt as a consenting Holder’s Note; provided, however,that any such waiver shall not impair or affect the right of any Holder toreceive payment of principal of and interest on a Note, on or after the respectivedue dates expressed in such Note, or to bring suit for the enforcement of anysuch payment on or after such respective dates without the consent of suchHolder.

## Section 9.05                                Notationon or Exchange of Notes.

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

## Section 9.06                                TrusteeTo Sign Amendments, Etc.

The Trustee shall execute any amendment, supplement orwaiver 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, supplementor waiver which affects the Trustee’s own rights, duties or immunities underthis Indenture.  The Trustee shall beentitled to receive, and shall be fully protected in relying upon, an Opinionof Counsel and an Officers’ Certificate each stating that the execution of anyamendment, supplement or waiver authorized pursuant to this Article Nine isauthorized or permitted by this Indenture. Such Opinion of Counsel shall not be an expense of the Trustee.

# **ARTICLE X**

# **SUBORDINATIONOF NOTES**

## Section 10.01                          NotesSubordinated to Senior Debt.

Anything herein to the contrary notwithstanding, theCompany, for itself and its successors, and each Holder, by his or heracceptance of Notes, agrees that the payment of all

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Obligations owing to the Holders in respect of theNotes is subordinated, to the extent and in the manner provided in this ArticleTen, in right of payment to the prior payment in full in cash, Cash Equivalentsor Foreign Cash Equivalents, or such payment duly provided for to the satisfactionof the holders of Senior Debt, of all Obligations on Senior Debt, includingwithout limitation, the Company’s obligations under the Credit Facilities.

This Article Ten shall constitute a continuing offerto all Persons who become holders of, or continue to hold, Senior Debt, andsuch provisions are made for the benefit of the holders of Senior Debt and suchholders are made obligees hereunder and any one or more of them may enforcesuch provisions.

## Section 10.02                          Suspensionof Payment When Senior Debt Is in Default.

#### (a)                                  Unless Section 10.03shall be applicable, upon (1) the occurrence and continuance of any default inthe payment when due, whether at maturity, upon any redemption, by declarationor otherwise, of any principal of, interest on, unpaid drawings for letters ofcredit issued in respect of, or regularly accruing fees with respect to, anySenior Debt (a “Payment Default”) and (2) receipt by the Trustee and theCompany from a Representative of written notice of such occurrence, then nopayment (other than payments previously made pursuant to Article Eight) or distributionof any assets of the Company of any kind or character shall be made by or onbehalf of the Company or any other Person on its or their behalf on account ofany Obligations under the Notes or on account of the purchase, redemption orother acquisition of Notes for cash or property or otherwise (except thatHolders may receive (i) Permitted Junior Securities and (ii) payments made fromthe trusts described in Section 8.01) and until such Payment Default shall havebeen cured or waived or shall have ceased to exist or such Senior Debt as towhich such Payment Default relates shall have been discharged or paid in fullin cash, Cash Equivalents or Foreign Cash Equivalents, or such payment dulyprovided for to the satisfaction of the holders of Senior Debt, after which theCompany shall resume making any and all required payments in respect of theNotes, including any missed payments.

#### (b)                                 Unless Section 10.03shall be applicable, upon (1) the occurrence and continuance of any event ofdefault (other than a Payment Default) with respect to any Designated SeniorDebt (as such event of default is defined in the instrument creating orevidencing such Designated Senior Debt) permitting the holders of suchDesignated Senior Debt then outstanding to accelerate the maturity thereof (a “Non-paymentDefault”) and (2) the earlier of (i) receipt by the Trustee and the Companyfrom a Representative of written notice of such occurrence stating that suchnotice is a “Payment Blockage Notice” pursuant to this Section 10.02 or (ii) ifsuch Non-payment Default results from the acceleration of the Notes, the dateof such acceleration, no payment (other than payments previously made pursuantto Article Eight) or distribution of any assets of the Company of any kind orcharacter shall be made by or on behalf of the Company or any other Person onits or their behalf on account of any Obligations under the Notes or on accountof the purchase or redemption or other acquisition of Notes for cash orproperty or otherwise (except that Holders may receive (i) Permitted JuniorSecurities and (ii) payments made from the trusts described in Section 8.01)for a period (the “Payment Blockage Period”) commencing on the date of receiptby the Trustee of the written notice of a Non- payment Default from suchRepresentative or the date of the acceleration referred to in clause (ii)above, as the

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#### case may be, unless and until the earlier to occur of the followingevents: (w) 180 days shall have elapsed since receipt of such notice or thedate of the acceleration of the Notes, as the case may be (provided no DesignatedSenior Debt shall theretofore have been accelerated), (x) such Non-paymentDefault shall have been cured or waived or shall have ceased to exist, (y) suchDesignated Senior Debt shall have been discharged or paid in full in cash, CashEquivalents or Foreign Cash Equivalents, or such payment duly provided for tothe satisfaction of the holders of such Designated Senior Debt, or (z) suchPayment Blockage Period shall have been terminated by written notice to theCompany or the Trustee from the Representative initiating such Payment BlockagePeriod or the holders of at least a majority in principal amount of such issueof Designated Senior Debt initiating such Payment Blockage Period, after which,in the case of clause (w), (x), (y) or (z), the Company shall resume making anyand all required payments in respect of the Notes, including any missedpayments.  Notwithstanding anythingherein to the contrary, (x) in no event will a Payment Blockage Period orsuccessive Payment Blockage Periods with respect to the same payment on theNotes extend beyond 180 days from the date the payment on the Notes was due and(y) only one such Payment Blockage Period may be commenced within any 360consecutive days.  For all purposes ofthis Section 10.02(b), no event of default which existed or was continuing onthe date of the commencement of any Payment Blockage Period with respect to theDesignated Senior Debt of the Company initiating such Payment Blockage Periodshall be, or be made, the basis for the commencement of a second PaymentBlockage Period by the holders or by the Representative of such DesignatedSenior Debt whether or not within a period of 360 consecutive days, unless suchevent of default shall have been cured or waived for a period of not less than90 consecutive days (it being acknowledged that any subsequent action, or anybreach of any financial covenants for a period commencing after the date ofcommencement of such Payment Blockage Period that, in either case, would giverise to an event of default pursuant to any provisions under which an event ofdefault previously existed or was continuing shall constitute a new event ofdefault for this purpose).

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

## Section 10.03                          NotesSubordinated to Prior Payment of All Senior Debt on Dissolution, Liquidation orReorganization of Company.

Upon any payment or distribution of assets of theCompany of any kind or character, whether in cash, property or securities, tocreditors upon any liquidation, dissolution, winding-up, reorganization,assignment for the benefit of creditors or marshaling of assets of the Companyor in a bankruptcy, reorganization, insolvency, receivership or other similarproceeding relating to the Company or its property, whether voluntary orinvoluntary:

#### (a)                                  the holders of allSenior Debt shall first be entitled to receive payments in full in cash, CashEquivalents or Foreign Cash Equivalents, or such payment duly provided for tothe satisfaction of the holders of Senior Debt, of all amounts payable under

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#### Senior Debt before the Holders will beentitled to receive any payment or distribution of any kind or character ismade on account of any Obligations on the Notes or for the acquisition of anyof the Notes for cash or property or otherwise, and until all Obligations withrespect to the Senior Debt are paid in full in cash, Cash Equivalents orForeign Cash Equivalents, or such payment provided for to the satisfaction ofthe holders of Senior Debt, any distribution to which the Holders would beentitled shall be made to the holders of Senior Debt;

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

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

#### (d)                                 The consolidation ofthe Company with, or the merger of the Company with or into, another Person orthe liquidation or dissolution of the Company following the conveyance,transfer or lease of its properties and assets substantially as an entirety toanother Person upon the terms and conditions set forth in Article Five shallnot be deemed a liquidation, dissolution, winding-up, reorganization,assignment for the benefit of creditors or marshaling of assets of the Company,as the case may be, for the purposes of this Article Ten; provided, however,that the Person formed by such consolidation or the surviving entity of suchmerger or the Person which acquires by conveyance, transfer or lease suchproperties and assets substantially as an entirety, as the case may be, shall,as a part of such consolidation, merger, conveyance, transfer or lease, complywith the

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#### conditions set forth in such Article Five.The Company shall give prompt notice to the Trustee prior to any liquidation,dissolution, winding-up, reorganization, assignment for the benefit ofcreditors or marshaling of assets.

## Section 10.04                          HoldersTo Be Subrogated to Rights of Holders of Senior Debt.

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

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

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

## Section 10.05                          Obligationsof the Company Unconditional.

Nothing contained in thisArticle Ten or elsewhere in this Indenture or in the Notes is intended to orshall impair, as between the Company and the Holders, the obligation of theCompany, which is absolute and unconditional, to pay to the Holders theprincipal of and interest on the Notes as and when the same shall become dueand payable in accordance with their terms, or is intended to or shall affectthe relative rights of the Holders and creditors of the Company other than theholders of the Senior Debt, nor shall anything herein or therein prevent theTrustee or any Holder from exercising all remedies otherwise permitted byapplicable law upon default under this Indenture, subject to the rights, ifany, under this Article Ten, of the holders of Senior Debt in respect of cash,property or Notes of the Company received upon the exercise of

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any such remedy.  Upon any payment or distribution of assets orsecurities of the Company referred to in this Article Ten, the Trustee, subjectto the provisions of Sections 7.01 and 7.02, and the Holders shall be entitledto rely upon any order or decree made by any court of competent jurisdiction inwhich any liquidation, dissolution, winding-up or reorganization proceedingsare pending, or a certificate of the receiver, trustee in bankruptcy,liquidating trustee or agent or other Person making any payment or distributionto the Trustee or to the Holders for the purpose of ascertaining the Personsentitled to participate in such payment or distribution, the holders of SeniorDebt and other Indebtedness of the Company, the amount thereof or payable thereon,the amount or amounts paid or distributed thereon and all other facts pertinentthereto or to this Article Ten.  Nothingin this Article Ten shall apply to the claims of, or payments to, the Trustee underor pursuant to Section 7.07.  The Trusteeshall be entitled to rely on the delivery to it of a written notice by a Personrepresenting himself or itself to be a holder of any Senior Debt (or a trusteeon behalf of, or other representative of, such holder) to establish that suchnotice has been given by a holder of such Senior Debt or a trustee orrepresentative on behalf of any such holder.

In the event that theTrustee determines in good faith that any evidence is required with respect tothe right of any Person as a holder of Senior Debt to participate in anypayment or distribution pursuant to this Article Ten, the Trustee may requestsuch Person to furnish evidence to the reasonable satisfaction of the Trusteeas to the amount of Senior Debt held by such Person, the extent to which suchPerson is entitled to participate in such payment or distribution and any otherfacts pertinent to the rights of such Person under this Article Ten, and ifsuch evidence is not furnished, the Trustee may defer any payment to suchPerson pending judicial determination as to the right of such Person to receivesuch payment.

## Section 10.06                          TrusteeEntitled To Assume Payments Not Prohibited in Absence of Notice.

The Trustee shall not atany time be charged with knowledge of the existence of any facts that wouldprohibit the making of any payment to or by the Trustee unless and until theTrustee or any Paying Agent shall have received written notice thereof from theCompany or from one or more holders of Senior Debt or from any Representativetherefor and, prior to the receipt of any such notice, the Trustee, subject tothe provisions of Sections 7.01 and 7.02, shall be entitled in all respectsconclusively to assume that no such fact exists.

## Section 10.07                          Applicationby Trustee of Assets Deposited with It.

U.S. Legal Tender, U.S.Government Obligations, Euros or Euro Obligations deposited in trust with theTrustee pursuant to and in accordance with Section 8.01 and 8.02 shall be forthe sole benefit of the Holders of the Notes and, to the extent allocated forthe payment of Notes, shall not be subject to the subordination provisions ofthis Article Ten.  Otherwise, any depositof assets or securities by or on behalf of the Company with the Trustee or anyPaying Agent (whether or not in trust) for the payment of principal of orinterest on any Notes shall be subject to the provisions of this Article Ten;provided, however, that if prior to the second Business Day preceding thedate  on which by the terms of thisIndenture any such assets may become distributable for any purpose (including,without limitation, the payment of either principal of or interest on any Note)the Trustee or such Paying Agent shall not have received with respect to such assetsthe notice provided for in Section 10.06, then the Trustee or such Paying Agent

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shall have full power andauthority to receive such assets and to apply the same to the purpose for whichthey were received, and shall not be affected by any notice to the contraryreceived by it on or after such date. The foregoing shall not apply to the Paying Agent if the Company or anySubsidiary or Affiliate of the Company is acting as Paying Agent.  Nothing contained in this Section 10.07 shalllimit the right of the holders of Senior Debt to recover payments as contemplatedby this Article Ten.

## Section 10.08                          NoWaiver of Subordination Provisions.

#### (a)                                  Noright of any present or future holder of any Senior Debt to enforcesubordination as herein provided shall at any time in any way be prejudiced orimpaired by any act or failure to act on the part of the Company or by any actor failure to act by any such holder, or by any non-compliance by the Companywith the terms, provisions and covenants of this Indenture, regardless of anyknowledge thereof any such holder may have or be otherwise charged with.

#### (b)                                 Withoutlimiting the generality of subsection (a) of this Section 10.08, the holders ofSenior Debt may, at any time and from time to time, without the consent of ornotice to the Trustee or the Holders of the Notes, without incurringresponsibility to the Holders of the Notes and without impairing or releasingthe subordination provided in this Article Ten or the obligations hereunder ofthe Holders of the Notes to the holders of Senior Debt, do any one or more ofthe following: (1) change the manner, place, terms or time of payment of, orrenew or alter, Senior Debt or any instrument evidencing the same or anyagreement under which Senior Debt is outstanding; (2) sell, exchange, releaseor otherwise deal with any property pledged, mortgaged or otherwise securingSenior Debt; (3) release any Person liable in any manner for the collection orpayment of Senior Debt; and (4) exercise or refrain from exercising any rightsagainst the Company and any other Person.

## Section 10.09                          HoldersAuthorize Trustee To Effectuate Subordination of Notes.

Each Holder of the Notesby such Holder’s acceptance thereof authorizes and expressly directs theTrustee on his behalf to take such action as may be necessary or appropriate toeffect the subordination provisions contained in this Article Ten, and appointsthe Trustee such Holder’s attorney- in-fact for such purpose, including, in theevent of any liquidation, dissolution, winding-up, reorganization, assignmentfor the benefit of creditors or marshaling of assets of the Company tendingtowards liquidation or reorganization of the business and assets of the Company,the immediate filing of a claim for the unpaid balance of such Holder’s Notesin the form required in said proceedings and cause said claim to beapproved.  If the Trustee does not file aproper claim or proof of debt in the form required in such proceeding prior to30 days before the expiration of the time to file such claim or claims, thenany of the holders of the Senior Debt or their Representative is herebyauthorized to file an appropriate claim for and on behalf of the Holders ofsaid Notes.  Nothing herein containedshall be deemed to authorize the Trustee or the holders of Senior Debt or theirRepresentative to authorize or consent to or accept or adopt on behalf of anyHolder any plan of reorganization, arrangement, adjustment or composition affectingthe Notes or the rights of any Holder thereof, or to authorize the Trustee orthe holders of Senior Debt or their Representative to vote in respect of the claimof any Holder in any such proceeding.

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## Section 10.10                          Rightof Trustee To Hold Senior Debt.

The Trustee shall be entitled to all of the rights setforth in this Article Ten in respect of any Senior Debt at any time held by itto the same extent as any other holder of Senior Debt, and nothing in thisIndenture shall be construed to deprive the Trustee of any of its rights assuch holder.

## Section 10.11                          NoSuspension of Remedies.

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

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

## Section 10.12                          NoFiduciary Duty of Trustee to Holders of Senior Debt.

The Trustee shall not be deemed to owe any fiduciaryduty to the holders of Senior Debt, and it undertakes to perform or observesuch of its covenants and obligations as are specifically set forth in thisArticle Ten, and no implied covenants or obligations with respect to the SeniorDebt shall be read into this Indenture against the Trustee.  The Trustee shall not be liable to any suchholders (other than for its willful misconduct or gross negligence) if it shallpay over or deliver to the Holders of Notes or the Company or any other Person,money or assets in compliance with the terms of this Indenture.  Nothing in this Section 10.12 shall affectthe obligation of any Person other than the Trustee to hold such payment for thebenefit of, and to pay such payment over to, the holders of Senior Debt ortheir Representative.

# **ARTICLEXI**

# **GUARANTEEOF NOTES**

## Section 11.01                          UnconditionalGuarantee.

Subject to the provisions of this Article Eleven, eachof the Guarantors hereby, jointly and severally, unconditionally andirrevocably guarantees, on a senior subordinated basis (such guarantees to bereferred to herein as the “Guarantee”) to each Holder of a Note (including anyAdditional Notes upon issuance in accordance with Section 2.18) authenticatedand delivered by the Trustee and to the Trustee and its successors and assigns,irrespective of the validity and enforceability of this Indenture, the Notes orthe obligations of the Company or any other Guarantors to the Holders or theTrustee hereunder or thereunder, that: (a) the principal of, premium, if any,and interest on the Notes (and any Additional Interest payable thereon) shallbe duly and punctually paid in full when due, whether at maturity, uponredemption at the option of Holders pursuant to the provisions of the Notesrelating thereto, by acceleration or otherwise, and interest on the overdueprincipal and (to the extent permitted by law) interest, if any, on the

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Notes and all other obligations of the Company or theGuarantors to the Holders or the Trustee hereunder or thereunder (includingamounts due the Trustee under Section 7.07 hereof) and all other obligationsshall be promptly paid in full or performed, all in accordance with the termshereof and thereof; and (b) in case of any extension of time of payment orrenewal of any Notes or any of such other obligations, the same shall bepromptly paid in full when due or performed in accordance with the terms of theextension or renewal, whether at maturity, by acceleration or otherwise.  Failing payment when due of any amount soguaranteed, or failing performance of any other obligation of the Company tothe Holders under this Indenture or under the Notes, for whatever reason, eachGuarantor shall be obligated to pay, or to perform or cause the performance of,the same immediately.  An Event ofDefault under this Indenture or the Notes shall constitute an event of defaultunder this Guarantee, and shall entitle the Holders of Notes to accelerate theobligations of the Guarantors hereunder in the same manner and to the sameextent as the obligations of the Company.

Each of the Guarantors hereby agrees that itsobligations hereunder shall be unconditional, irrespective of the validity,regularity or enforceability of the Notes or this Indenture, the absence of anyaction to enforce the same, any waiver or consent by any Holder of the Noteswith respect to any provisions hereof or thereof, any release of any otherGuarantor, the recovery of any judgment against the Company, any action toenforce the same, whether or not a Guarantee is affixed to any particular Note,or any other circumstance which might otherwise constitute a legal or equitabledischarge or defense of a Guarantor. Each of the Guarantors hereby waives the benefit of diligence,presentment, demand of payment, filing of claims with a court in the event ofinsolvency or bankruptcy of the Company, any right to require a proceedingfirst against the Company, protest, notice and all demands whatsoever andcovenants that its Guarantee shall not be discharged except by completeperformance of the obligations contained in the Notes, this Indenture and thisGuarantee.  This Guarantee is a guaranteeof payment and not of collection.  If anyHolder or the Trustee is required by any court or otherwise to return to theCompany or to any Guarantor, or any custodian, trustee, liquidator or othersimilar official acting in relation to the Company or such Guarantor, anyamount paid by the Company or such Guarantor to the Trustee or such Holder,this Guarantee, to the extent theretofore discharged, shall be reinstated infull force and effect.  Each Guarantorfurther agrees that, as between it, on the one hand, and the Holders of Notesand the Trustee, on the other hand, (a) subject to this Article Eleven, thematurity of the obligations guaranteed hereby may be accelerated as provided inArticle Six hereof for the purposes of this Guarantee, notwithstanding anystay, injunction or other prohibition preventing such acceleration in respect ofthe obligations guaranteed hereby, and (b) in the event of any acceleration ofsuch obligations as provided in Article Six hereof, such obligations (whetheror not due and payable) shall forthwith become due and payable by theGuarantors for the purpose of this Guarantee.

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

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

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Section 11.02                          Limitations on Guarantees.

The obligations of each Guarantor under its Guaranteeare limited to the maximum amount which, after giving effect to all othercontingent and fixed liabilities of such Guarantor and after giving effect toany collections from or payments made by or on behalf of any other Guarantor inrespect of the obligations of such other Guarantor under its Guarantee or pursuantto its contribution obligations under this Indenture, will result in theobligations of such Guarantor under the Guarantee not constituting a fraudulentconveyance or fraudulent transfer under applicable law.

## Section 11.03                          Executionand Delivery of Guarantee.

To further evidence the Guarantee set forth in Section11.01, each Guarantor hereby agrees that a notation of such Guarantee,substantially in the form of Exhibit E hereto, shall be endorsed on each Noteauthenticated and delivered by the Trustee. Such Guarantee shall be executed on behalf of each Guarantor by eithermanual or facsimile signature of a duly authorized Officer of eachGuarantor.  The validity andenforceability of any Guarantee shall not be affected by the fact that it isnot affixed to any particular Note.

Each of the Guarantors hereby agrees that itsGuarantee set forth in Section 11.01 shall remain in full force and effectnotwithstanding any failure to endorse on each Note a notation of suchGuarantee.

If an Officer of a Guarantor whose signature is onthis Indenture or a Guarantee no longer holds that office at the time theTrustee authenticates the Note on which such Guarantee is endorsed or at anytime thereafter, such Guarantor’s Guarantee of such Note shall be validnevertheless.

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

## Section 11.04                          Releaseof a Guarantor.

#### (a)                                  If no Default orEvent of Default exists and is continuing, the obligations of any Guarantorunder its Guarantee of the Notes will be automatically and unconditionally releasedand discharged when any of the following occurs:

(1)                                  asale, exchange, transfer or other disposition (including, without limitation,by way of merger, consolidation or otherwise), directly or indirectly, of allof the Capital Stock of such Guarantor to any Person that is not a RestrictedSubsidiary of the Company; provided that such sale, exchange, transfer or otherdisposition is made in accordance with the provisions of this Indenture;

(2)                                  asale, exchange, transfer or other disposition (including, without limitation,by way of merger, consolidation or otherwise), directly or indirectly, of CapitalStock of such Guarantor to any Person that is not a Restricted Subsidiary ofthe Company, 

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or an issuance by suchGuarantor of its Capital Stock, in each case as a result of which suchGuarantor ceases to be a majority-owned Subsidiary of the Company; providedthat such transaction is made in accordance with the provisions of thisIndenture;

(3)                                  suchGuarantor is unconditionally released and discharged from its liability withrespect to Indebtedness in connection with which such Guarantee was executedpursuant to clause (1) of the covenant described under the Section 4.19 hereof;

(4)                                  thedesignation of such Guarantor as an Unrestricted Subsidiary in accordance withthe provisions of this Indenture; or

(5)                                  theoccurrence of Legal Defeasance or Covenant Defeasance in accordance with thisIndenture.

#### (b)                                 In connection with anytransaction set forth Section 11.04(a) above, the Trustee shall receive anOfficers’ Certificate and an Opinion of Counsel certifying as to the compliancewith this Section 11.04; provided, however, that the legalcounsel delivering such Opinion of Counsel may rely as to matters of fact onone or more Officers’ Certificates of the Company.

The Trustee shall execute any documents reasonablyrequested by the Company or a Guarantor in order to evidence the release ofsuch Guarantor from its obligations under its Guarantee endorsed on the Notesand under this Article Eleven.

## Section 11.05                          Waiverof Subrogation.

Until this Indenture is discharged and all of theNotes are discharged and paid in full, each Guarantor hereby irrevocably waivesand agrees not to exercise any claim or other rights which it may now orhereafter acquire against the Company that arise from the existence, payment,performance or enforcement of the Company’s obligations under the Notes or thisIndenture and such Guarantor’s obligations under this Guarantee and this Indenture,in any such instance including, without limitation, any right of subrogation,reimbursement, exoneration, contribution, indemnification, and any right toparticipate in any claim or remedy of the Holders against the Company, whetheror not such claim, remedy or right arises in equity, or under contract, statuteor common law, including, without limitation, the right to take or receive fromthe Company, directly or indirectly, in cash or other property or by set-off orin any other manner, payment or security on account of such claim or otherrights.  If any amount shall be paid toany Guarantor in violation of the preceding sentence and any amounts owing tothe Trustee or the Holders of Notes under the Notes, this Indenture, or anyother document or instrument delivered under or in connection with suchagreements or instruments, shall not have been paid in full, such amount shallhave been deemed to have been paid to such Guarantor for the benefit of, andheld in trust for the benefit of, the Trustee or the Holders and shallforthwith be paid to the Trustee for the benefit of itself or such Holders tobe credited and applied to the obligations in favor of the Trustee or theHolders, as the case may be, whether matured or unmatured, in accordance with theterms of this Indenture.  Each Guarantoracknowledges that it will receive direct and indirect benefits from thefinancing arrangements contemplated by this Indenture and that the waiver setforth in this Section 11.05 is knowingly made in contemplation of suchbenefits.

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Section 11.06                          Immediate Payment.

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

## Section 11.07                          NoSet-Off.

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

## Section 11.08                          ObligationsAbsolute.

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

## Section 11.09                          ObligationsContinuing.

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

## Section 11.10                          ObligationsNot Reduced.

The obligations of each Guarantor hereunder shall notbe satisfied, reduced or discharged solely by the payment of such principal,premium, if any, interest, fees and other monies or amounts as may at any timeprior to discharge of this Indenture pursuant to Article Eight be or become owingor payable under or by virtue of or otherwise in connection with the Notes orthis Indenture.

## Section 11.11                          ObligationsReinstated.

The obligations of each Guarantor hereunder shallcontinue to be effective or shall be reinstated, as the case may be, if at anytime any payment which would otherwise have reduced the obligations of anyGuarantor hereunder (whether such payment shall have been made

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by or on behalf of the Company or by or on behalf of aGuarantor) is rescinded or reclaimed from any of the Holders upon theinsolvency, bankruptcy, liquidation or reorganization of the Company or anyGuarantor or otherwise, all as though such payment had not been made.  If demand for, or acceleration of the timefor, payment by the Company is stayed upon the insolvency, bankruptcy,liquidation or reorganization of the Company, all such Indebtedness otherwisesubject to demand for payment or acceleration shall nonetheless be payable byeach Guarantor as provided herein.

## Section 11.12                          ObligationsNot Affected.

The obligations of each Guarantor hereunder shall notbe affected, impaired or diminished in any way by any act, omission, matter orthing whatsoever, occurring before, upon or after any demand for paymenthereunder (and whether or not known or consented to by any Guarantor or any ofthe Holders) which, but for this provision, might constitute a whole or partialdefense to a claim against any Guarantor hereunder or might operate to releaseor otherwise exonerate any Guarantor from any of its obligations hereunder orotherwise affect such obligations, whether occasioned by default of any of theHolders or otherwise, including, without limitation:

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

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

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

(d)                                 the taking orenforcing or exercising or the refusal or neglect to take or enforce or exerciseany right or remedy from or against the Company or any other Person or theirrespective assets or the release or discharge of any such right or remedy;

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

(f)                                    any change in thetime, 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 anyconsent to departure from, any of the Notes or this Indenture, including,without limitation, any increase or decrease in the principal amount of orpremium, if any, or interest on any of the Notes;

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

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

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

(j)                                     any othercircumstance, (other than release of the Guarantor pursuant to Section 11.04and other than by complete, irrevocable payment) that might otherwiseconstitute a legal or equitable discharge or defense of the Company under thisIndenture or the Notes or of a Guarantor in respect of its Guarantee hereunder.

## Section 11.13                          Waiver.

Without in any way limiting the provisions of Section11.01 hereof, each Guarantor hereby waives notice of acceptance hereof, noticeof any liability of any Guarantor hereunder, notice or proof of reliance by theHolders upon the obligations of any Guarantor hereunder, and diligence,presentment, demand for payment on the Company, protest, notice of dishonor ornon-payment of any of the Obligations, or other notice or formalities to theCompany or any Guarantor of any kind whatsoever.

## Section 11.14                          NoObligation To Take Action Against the Company.

Neither the Trustee nor any other Person shall haveany obligation to enforce or exhaust any rights or remedies or to take anyother steps under any security for the Obligations or against the Company orany other Person or any property of the Company or any other Person before theTrustee is entitled to demand payment and performance by any or all Guarantorsof their liabilities and obligations under their Guarantees or under thisIndenture.

## Section 11.15                          Dealingwith the Company and Others.

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

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

#### (b)                                 takeor abstain from taking security or collateral from the Company or fromperfecting security or collateral of the Company;

#### (c)                                  acceptcompromises or arrangements from the Company;

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

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

## Section 11.16                          Defaultand Enforcement.

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

## Section 11.17                          Amendment,Etc.

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

## Section 11.18                          Acknowledgment.

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

## Section 11.19                          Costsand Expenses.

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

## Section 11.20                          NoWaiver; Cumulative Remedies.

No failure to exercise and no delay in exercising, onthe part of the Trustee or the Holders, any right, remedy, power or privilegehereunder or under this Indenture or the Notes, shall operate as a waiverthereof; nor shall any single or partial exercise of any right, remedy, poweror privilege hereunder or under this Indenture or the Notes preclude any otheror further exercise thereof or the exercise of any other right, remedy, poweror privilege.  The rights, remedies,powers and privileges in the Guarantee and under this Indenture, the Notes andany other document or instrument between a Guarantor and/or the Company and theTrustee are cumulative and not exclusive of any rights, remedies, powers andprivilege provided by law.

## Section 11.21                          Guaranteein Addition to Other Obligations.

The obligations of each Guarantor under its Guaranteeand this Indenture are in addition to and not in substitution for any otherobligations to the Trustee or to any of the

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Holders in relation to this Indenture or the Notes andany guarantees or security at any time held by or for the benefit of any ofthem.

## Section 11.22                          Severability.

Any provision of this Article Eleven which isprohibited or unenforceable in any jurisdiction shall not invalidate theremaining provisions and any such prohibition or unenforceability in anyjurisdiction shall not invalidate or render unenforceable such provision in anyother jurisdiction unless its removal would substantially defeat the basicintent, spirit and purpose of this Indenture and this Article Eleven.

## Section 11.23                          Successorsand Assigns.

Unless released in accordance with this Indenture,each Guarantee shall be binding upon and inure to the benefit of each Guarantorand the Trustee and the other Holders and their respective successors andpermitted assigns, except that no Guarantor may assign any of its obligationshereunder or thereunder.

# **ARTICLEXII**

# **SUBORDINATIONOF GUARANTEE**

## Section 12.01                          GuaranteeObligations Subordinated to Guarantor Senior Debt.

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

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

## Section 12.02                          Suspensionof Guarantee Obligations When Guarantor Senior Debt Is in Default.

#### (a)                                  Unless Section 12.03shall be applicable, upon (1) the occurrence of a Payment Default with respectto any Designated Senior Debt of a Guarantor or guaranteed by a Guarantor(which Designated Senior Debt or guarantee, as the case may be, constitutesGuarantor Senior Debt of such Guarantor) and (2) receipt by the Trustee, theCompany and such Guarantor from a Representative of written notice of suchoccurrence, then no payment (other than payments previously made pursuant toArticle Eight) or distribution of any assets of such

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#### Guarantor of any kind or character shall be made by or on behalf ofsuch Guarantor or any other Person on its behalf on account of any Obligationsunder the Notes or on account of the purchase, redemption or other acquisitionof Notes for cash or property or otherwise (except that Holders may receive (i)Permitted Junior Securities and (ii) payments made from the trusts described inSection 8.01) until such Payment Default shall have been cured or waived orshall have ceased to exist or such Guarantor Senior Debt shall have beendischarged or paid in full in cash, Cash Equivalents or Foreign CashEquivalents, or such payment duly provided for to the satisfaction of theholders of Guarantor Senior Debt, after which such Guarantor shall resumemaking any and all required payments in respect of its obligations under thisGuarantee, including any missed payments.

#### (b)                                 Unless Section 12.03shall be applicable upon (1) the occurrence of any event of default (other thana Payment Default) with respect to any Designated Senior Debt of a Guarantor(as such event of default is defined in the instrument creating or evidencingsuch Designated Senior Debt of a Guarantor) and (2) the earlier of (i) receiptby the Trustee, the Company and such Guarantor from a Representative of writtennotice of such occurrence stating that such notice is a “Payment BlockageNotice” pursuant to this Section 12.02 or (ii) if such Non-payment Defaultresults from the acceleration of the Securities, the date of the accelerationof the Securities, no payment (other than payments previously made pursuant toArticle Eight hereof) or distribution of any assets of such Guarantor of anykind or character shall be made by on or behalf of such Guarantor or any otherPerson on its or their behalf on account of principal, premium, if any, orinterest on the Notes or on account of the purchase, redemption or other acquisitionof Notes for cash or property or otherwise (except that Holders may receive (i)Permitted Junior Securities and (ii) payments made from the trusts described inSection 8.01) for a period (the “Guarantor Payment Blockage Period”) commencingon the date of receipt by the Trustee of such notice or the date of theacceleration referred to in clause (ii) above, as the case may be, unless anduntil the earlier to occur of the following events: (w) 180 days shall haveelapsed since receipt of such written notice by the Trustee or the date of theacceleration of the Notes, as the case may be (provided no Designated SeniorDebt of a Guarantor shall theretofore have been accelerated), (x) suchNon-payment Default shall have been cured or waived or shall have ceased toexist, (y) such Designated Senior Debt shall have been discharged or paid infull in cash, Cash Equivalents or Foreign Cash Equivalents, or such paymentduly provided for to the satisfaction of the holders of such Designated SeniorDebt of a Guarantor or (z) such Guarantor Payment Blockage Period shall havebeen terminated by written notice to the Trustee from the Representativeinitiating Guarantor Payment Blockage Period, or the holders of at least amajority in principal amount of such issue of Guarantor Senior Debt, afterwhich, in the case of clause (w), (x), (y) or (z), such Guarantor shall resumemaking any and all required payments in respect of its obligations under itsGuarantee, including any missed payments. Notwithstanding anything herein to the contrary, (x) in no event will aGuarantor Payment Blockage Period or successive Guarantor Payment BlockagePeriods with respect to the same payment on a Guarantee extend beyond 180 daysfrom the date the payment on a Guarantee was due and (y) only one such GuarantorPayment Blockage Period may be commenced within any 360 consecutive days.  For all purposes of this Section 12.02(b), noevent of default which existed or was continuing on the date of thecommencement of any Guarantor Payment Blockage Period with respect to the DesignatedSenior Debt of a Guarantor initiating such Guarantor Payment Blockage Periodshall be, or be made, the basis for the commencement of a second GuarantorPayment Blockage Period by

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#### the holders or by the agent or other representative of such DesignatedSenior Debt of a Guarantor whether or not within a period of 360 consecutivedays, unless such event of default shall have been cured or waived for a periodof not less than 90 consecutive days (it being acknowledged that any subsequentaction, or any breach of any financial covenants for a period commencing afterthe date of commencement of such Guarantor Payment Blockage Period that, ineither case, would give rise to an event of default pursuant to any provisionsunder which an event of default previously existed or was continuing shallconstitute a new event of default for this purpose).

#### (c)                                  In the event that,notwithstanding the foregoing, a Guarantor shall have made payment to the Trusteeor directly to the Holder of any Note prohibited by the foregoing provisions ofthis Section 12.02, then and in such event such payment shall be segregatedfrom other funds and held in trust by the Trustee or such Holder or PayingAgent for the benefit of, and shall immediately be paid over to, the holders ofDesignated Senior Debt of a Guarantor or to the Representatives or as a courtof competent jurisdiction shall direct.

## Section 12.03                          GuaranteeObligations Subordinated to Prior Payment of All Guarantor Senior Debt onDissolution, Liquidation or Reorganization of Such Subsidiary Guarantor.

Upon any payment or distribution of assets of anyGuarantor of any kind or character, whether in cash, property or securities tocreditors upon any liquidation, dissolution, winding up, reorganization,assignment for the benefit of creditors or marshaling of assets of suchGuarantor, whether voluntary or involuntary, or in a bankruptcy,reorganization, insolvency, receivership or other similar proceeding relatingto any Guarantor or its property, whether voluntary or involuntary, butexcluding any liquidation or dissolution of a Guarantor into the Company orinto another Guarantor:

(a)                                  the holders of allGuarantor Senior Debt of such Guarantor shall first be entitled to receivepayments in full in cash, Cash Equivalents or Foreign Cash Equivalents, or suchpayment duly provided for to the satisfaction of the holders of GuarantorSenior Debt, of all amounts payable under Guarantor Senior Debt before theHolders will be entitled to receive any payment or distribution of any kind orcharacter on account of the Guarantee of such Guarantor, and until allObligations with respect to the Guarantor Senior Debt are paid in full in cash,Cash Equivalents or Foreign Cash Equivalents, or such payment duly provided forto the satisfaction of the holders of Guarantor Senior Debt, any distributionto which the Holders would be entitled shall be made to the holders ofGuarantor Senior Debt of such Guarantor;

(b)                                 any payment ordistribution of assets of such Guarantor of any kind or character, whether incash, property or securities, to which the Holders or the Trustee on behalf ofthe Holders would be entitled except for the provisions of this Article Twelveshall be paid by the liquidating trustee or agent or other Person making such apayment or distribution, directly to the holders of Guarantor Senior Debt ofsuch Guarantor or their representatives, ratably according to the respectiveamounts of such Guarantor Senior Debt remaining unpaid held or represented byeach, until all such Guarantor Senior Debt remaining unpaid shall have beenpaid in full in cash, Cash Equivalents or Foreign Cash Equivalents, or suchpayment duly provided for to the satisfaction of the holders of

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Guarantor Senior Debt, after giving effect toany concurrent payment or distribution to the holders of such Guarantor SeniorDebt;

(c)                                  in the event that,notwithstanding the foregoing, any payment or distribution of assets of suchGuarantor of any kind or character, whether such payment shall be in cash,property or securities, and such Guarantor shall have made payment to the Trusteeor directly to the Holders or any Paying Agent in respect of payment of theGuarantees before all Guarantor Senior Debt of such Guarantor is paid in fullin cash, Cash Equivalents or Foreign Cash Equivalents, or such payment dulyprovided for to the satisfaction of the holders of Guarantor Senior Debt, suchpayment or distribution (subject to the provisions of Sections 12.06 and 12.07)shall be received, segregated from other funds, and held in trust by theTrustee or such Holder or Paying Agent for the benefit of, and shallimmediately be paid over by the Trustee (if the notice required by Section12.06 has been received by the Trustee) or by the Holder to, the holders ofsuch Guarantor Senior Debt or their representatives, ratably according to therespective amounts of such Guarantor Senior Debt held or represented by each,until all such Guarantor Senior Debt remaining unpaid shall have been paid infull in cash, Cash Equivalents or Foreign Cash Equivalents, or such paymentduly provided for to the satisfaction of the holders of Guarantor Senior Debt,after giving effect to any concurrent payment or distribution to the holders ofGuarantor Senior Debt.

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

## Section 12.04                          Holdersof Guarantee Obligations To Be Subrogated to Rights of Holders of GuarantorSenior Debt.

Subject to the payment in full in cash, CashEquivalents or Foreign Cash Equivalents, or such payment duly provided for tothe satisfaction of the holders of Guarantor Senior Debt, of all GuarantorSenior Debt, the Holders of Guarantee Obligations of a Guarantor shall besubrogated to the rights of the holders of Guarantor Senior Debt of suchGuarantor to receive payments or distributions of assets of such Guarantorapplicable to such Guarantor Senior Debt until all amounts owing on or inrespect of the Guarantee Obligations shall be paid in full in cash, CashEquivalents or Foreign Cash Equivalents, and for the purpose of suchsubrogation no payments or distributions to the holders of such GuarantorSenior Debt by or on behalf of such Guarantor, or by or on behalf of theHolders by virtue of this Article Twelve, which otherwise would have been madeto the Holders shall, as between such Guarantor and the Holders, be deemed tobe payment by such Guarantor to or on account of such Guarantor Senior Debt, itbeing understood that the provisions of this Article Twelve are and areintended solely for the purpose of defining the relative rights of the Holders,on the one hand, and the holders of such Guarantor Senior Debt, on the otherhand.

If any payment or distribution to which the Holderswould otherwise have been entitled but for the provisions of this ArticleTwelve shall have been applied, pursuant to the provisions of this ArticleTwelve, to the payment of all amounts payable under such Guarantor

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Senior Debt, then the Holders shall be entitled toreceive from the holders of such Guarantor Senior Debt any such payments ordistributions received by such holders of such Guarantor Senior Debt in excessof the amount sufficient to pay all amounts payable under or in respect of suchGuarantor Senior Debt in full in cash, Cash Equivalents or Foreign CashEquivalents, or such payment duly provided for to the satisfaction of theholders of Guarantor Senior Debt.

Each Holder by purchasing or accepting a Note waivesany and all notice of the creation, modification, renewal, extension or accrualof any Guarantor Senior Debt of the Guarantors and notice of or proof ofreliance by any holder or owner of Guarantor Senior Debt of the Guarantors uponthis Article Twelve and the Guarantor Senior Debt of the Guarantors shall conclusivelybe deemed to have been created, contracted or incurred in reliance upon thisArticle Twelve, and all dealings between the Guarantors and the holders andowners of the Guarantor Senior Debt of the Guarantors shall be deemed to havebeen consummated in reliance upon this Article Twelve.

## Section 12.05                          Obligationsof the Guarantors Unconditional.

Nothing contained in this Article Twelve or elsewherein this Indenture or in the Guarantees is intended to or shall impair, asbetween the Guarantors and the Holders, the obligation of the Guarantors, whichis absolute and unconditional, to pay to the Holders all amounts due and payableunder the Guarantees as and when the same shall become due and payable inaccordance with their terms, or is intended to or shall affect the relativerights of the Holders and creditors of the Guarantors other than the holders ofthe Guarantor Senior Debt, nor shall anything herein or therein prevent theTrustee or any Holder from exercising all remedies otherwise permitted byapplicable law upon default under this Indenture, subject to the rights, ifany, under this Article Twelve, of the holders of Guarantor Senior Debt inrespect of cash, property or securities of the Guarantors received upon theexercise of any such remedy.  Upon anypayment or distribution of assets of any Guarantor referred to in this ArticleTwelve, the Trustee, subject to the provisions of Sections 7.01 and 7.02, andthe Holders shall be entitled to rely upon any order or decree made by anycourt of competent jurisdiction in which any liquidation, dissolution, windingup or reorganization proceedings are pending, or a certificate of the receiver,trustee in bankruptcy, liquidating trustee or agent or other Person making anypayment or distribution to the Trustee or to the Holders for the purpose ofascertaining the Persons entitled to participate in such payment ordistribution, the holders of Guarantor Senior Debt and other Indebtedness ofany Guarantor, the amount thereof or payable thereon, the amount or amountspaid or distributed thereon and all other facts pertinent thereto or to thisArticle Twelve.  Nothing in this ArticleTwelve shall apply to the claims of, or payments to, the Trustee under orpursuant to Section 7.07.  The Trusteeshall be entitled to rely on the delivery to it of a written notice by a Personrepresenting himself or itself to be a holder of any Guarantor Senior Debt (ora trustee on behalf of, or other representative of, such holder) to establishthat such notice has been given by a holder of such Guarantor Senior Debt or atrustee or representative on behalf of any such holder.

In the event that the Trustee determines in good faiththat any evidence is required with respect to the right of any Person as aholder of Guarantor Senior Debt to participate in any payment or distributionpursuant to this Article Twelve, the Trustee may request such Person to furnishevidence to the reasonable satisfaction of the Trustee as to the amount ofGuarantor

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Senior Debt held by such Person, the extent to whichsuch Person is entitled to participate in such payment or distribution and anyother facts pertinent to the rights of such Person under this Article Twelve,and if such evidence is not furnished, the Trustee may defer any payment tosuch Person pending judicial determination as to the right of such Person toreceive such payment.

## Section 12.06                          TrusteeEntitled To Assume Payments Not Prohibited in Absence of Notice.

The Trustee shall not at any time be charged withknowledge of the existence of any facts that would prohibit the making of anypayment to or by the Trustee unless and until the Trustee or any Paying Agentshall have received notice thereof from the Company or any Guarantor or fromone or more holders of Guarantor Senior Debt or from any Representativetherefor and, prior to the receipt of any such notice, the Trustee, subject tothe provisions of Sections 7.01 and 7.02, shall be entitled in all respectsconclusively to assume that no such fact exists.

## Section 12.07                          Applicationby Trustee of Assets Deposited with It.

U.S. Legal Tender, U.S. Government Obligations, Eurosor Euro Obligations deposited in trust with the Trustee pursuant to and inaccordance with Sections 8.01 and 8.02 shall be for the sole benefit of Holdersof the Notes and, to the extent allocated for the payment of Notes, shall notbe subject to the subordination provisions of this Article Twelve.  Otherwise, any deposit of assets orsecurities by or on behalf of a Guarantor with the Trustee or any Paying Agent(whether or not in trust) for payment of the Guarantees shall be subject to theprovisions of this Article Twelve; provided, however, that if prior to thesecond Business Day preceding the date on which by the terms of this Indentureany such assets may become distributable for any purpose (including, withoutlimitation, the payment of either principal of or interest on any Note) theTrustee or such Paying Agent shall not have received with respect to suchassets the notice provided for in Section 12.06, then the Trustee or suchPaying Agent shall have full power and authority to receive such assets and toapply the same to the purpose for which they were received, and shall not beaffected by any notice to the contrary received by it on or after suchdate.  The foregoing shall not apply tothe Paying Agent if the Company or any Subsidiary or Affiliate of the Companyis acting as Paying Agent.  Nothingcontained in this Section 12.07 shall limit the right of the holders ofGuarantor Senior Debt to recover payments as contemplated by this Article Twelve.

## Section 12.08                          NoWaiver of Subordination Provisions.

#### (a)                                  No right of anypresent or future holder of any Guarantor Senior Debt to enforce subordinationas herein provided shall at any time in any way be prejudiced or impaired byany act or failure to act on the part of any Guarantor or by any act or failureto act, by any such holder, or by any non-compliance by any Guarantor with theterms, provisions and covenants of this Indenture, regardless of any knowledgethereof any such holder may have or be otherwise charged with.

#### (b)                                 Without limiting thegenerality of subsection (a) of this Section 12.08, the holders of GuarantorSenior Debt may, at any time and from time to time, without the consent of ornotice to the Trustee or the Holders of the Securities, without incurringresponsibility to the

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#### Holders of the Notes and without impairing or releasing thesubordination provided in this Article Twelve or the obligations hereunder ofthe Holders of the Notes to the holders of Guarantor Senior Debt, do any one ormore of the following: (1) change the manner, place, terms or time of paymentof, or renew or alter, Guarantor Senior Debt or any instrument evidencing thesame or any agreement under which Guarantor Senior Debt is outstanding; (2)sell, exchange, release or otherwise deal with any property pledged, mortgagedor otherwise securing Guarantor Senior Debt; (3) release any Person liable inany manner for the collection or payment of Guarantor Senior Debt; and (4)exercise or refrain from exercising any rights against the Guarantors and anyother Person.

## Section 12.09                          HoldersAuthorize Trustee To Effectuate Subordination of Guarantee Obligations.

Each Holder of the Guarantee Obligations by hisacceptance thereof authorizes and expressly directs the Trustee on his behalfto take such action as may be necessary or appropriate to effect thesubordination provisions contained in this Article Twelve, and appoints theTrustee his attorney-in-fact for such purpose, including, in the event of anyliquidation, dissolution, winding up, reorganization, assignment for thebenefit of creditors or marshaling of assets of any Guarantor tending towardsliquidation or reorganization of the business and assets of any Guarantor, theimmediate filing of a claim for the unpaid balance under its or his Guarantee Obligationsin the form required in said proceedings and cause said claim to beapproved.  If the Trustee does not file aproper claim or proof of debt in the form required in such proceeding prior to30 days before the expiration of the time to file such claim or claims, thenany of the holders of the Guarantor Senior Debt or their Representative ishereby authorized to file an appropriate claim for and on behalf of the Holdersof said Guarantee Obligations.  Nothingherein contained shall be deemed to authorize the Trustee or the holders ofGuarantor Senior Debt or their Representative to authorize or consent to oraccept or adopt on behalf of any holder of Guarantee Obligations any plan ofreorganization, arrangement, adjustment or composition affecting the GuaranteeObligations or the rights of any Holder thereof, or to authorize the Trustee orthe holders of Guarantor Senior Debt or their Representative to vote in respectof the claim of any holder of Guarantee Obligations in any such proceeding.

## Section 12.10                          Rightof Trustee To Hold Guarantor Senior Indebtedness.

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

## Section 12.11                          NoSuspension of Remedies.

The failure to make a payment in respect of the Guaranteesby reason of any provision of this Article Twelve shall not be construed aspreventing the occurrence of a Default or an Event of Default under Section6.01.

Nothing contained in this Article Twelve shall limitthe right of the Trustee or the Holders of Notes to take any action toaccelerate the maturity of the Notes pursuant to Article

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Six or to pursue any rights or remedies hereunder orunder applicable law, subject to the rights, if any, under this Article Twelveof the holders, from time to time, of Guarantor Senior Debt.

## Section 12.12                          NoFiduciary Duty of Trustee to Holders of Guarantor Senior Debt.

The Trustee shall not be deemed to owe any fiduciaryduty to the holders of Guarantor Senior Debt, and it undertakes to perform orobserve such of its covenants and obligations as are specifically set forth inthis Article Twelve, and no implied covenants or obligations with respect tothe Guarantor Senior Debt shall be read into this Indenture against theTrustee.  The Trustee shall not be liableto any such holders (other than for its willful misconduct or gross negligence)if it shall pay over or deliver to the holders of Guarantee Obligations or theGuarantors or any other Person, money or assets in compliance with the terms ofthis Indenture.  Nothing in this Section12.12 shall affect the obligation of any Person other than the Trustee to holdsuch payment for the benefit of, and to pay such payment over to, the holdersof Guarantor Senior Debt or their Representative.

# **ARTICLEXIII**

# **MISCELLANEOUS**

## Section 13.01                          TIAControls.

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

## Section 13.02                          Notices.

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

if to the Company or any Guarantor:

Huntsman International LLC500 Huntsman WaySalt Lake City, Utah 84108

Attention: Office of General Counsel

if to the Trustee:

Wells Fargo Bank,National AssociationSixth Street and Marquette Avenue

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MAC N9303-120Minneapolis, Minnesota  55479

Attention:            CorporateTrust Services -Huntsman Administrator

The Company, the Guarantors and the Trustee by writtennotice to each other may designate additional or different addresses fornotices.  Any notice or communication tothe Company, the Guarantors or the Trustee shall be deemed to have been givenor made as of the date so delivered if personally delivered; when answeredback, if telexed; when receipt is acknowledged, if faxed; and five (5) calendardays after mailing if sent by registered or certified mail, postage prepaid(except that a notice of change of address shall not be deemed to have beengiven until actually received by the addressee).

As long as the Securities are listed on the LuxembourgStock Exchange and notice is required by the rules of the Luxembourg StockExchange, such notice shall be sufficiently given by publication of such noticeto Holders of the Securities in English in a leading newspaper having generalcirculation in Luxembourg (which is expected to be the Luxembourg Wort) or, ifsuch publication is not practicable, in one other leading English languagedaily newspaper with general circulation in Europe, such newspaper beingpublished on each business day in morning editions, whether or not it shall bepublished in Saturday, Sunday or holiday editions.

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

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

## Section 13.03                          Communicationsby Holders with Other Holders.

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

## Section 13.04                          Certificateand Opinion as to Conditions Precedent.

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

### (1)                                  anOfficers’ Certificate, in form and substance satisfactory to the Trustee,stating that, in the opinion of the signers, all conditions precedent to be performedby the Company, if any, provided for in this Indenture relating to the proposedaction have been complied with; and

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

## Section 13.05                          StatementsRequired in Certificate or Opinion.

Each certificate or opinion with respect to compliancewith a condition or covenant provided for in this Indenture, other than theOfficers’ Certificate required by Section 4.07, shall include:

### (1)                                  astatement that the Person making such certificate or opinion has read suchcovenant or condition;

### (2)                                  abrief statement as to the nature and scope of the examination or investigationupon which the statements or opinions contained in such certificate or opinionare based;

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

### (4)                                  astatement as to whether or not, in the opinion of each such Person, suchcondition or covenant has been complied with.

## Section 13.06                          Rulesby Trustee, Paying Agent, Registrar.

The Trustee may make reasonable rules in accordancewith the Trustee’s customary practices for action by or at a meeting ofHolders.  The Paying Agent or Registrarmay make reasonable rules for its functions.

## Section 13.07                          LegalHolidays.

If a payment date under this Indenture is not aBusiness Day, payment may be made at such place on the next succeeding day thatis a Business Day, and no interest shall accrue for the intervening period.

## Section 13.08                          GoverningLaw.

THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BEGOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEWYORK.  Each of the parties hereto agreesto submit to the non-exclusive jurisdiction of the competent courts of theState of New York in any action or proceeding arising out of or relating tothis Indenture or the Notes.

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Section 13.09                          No Adverse Interpretationof Other Agreements.

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

## Section 13.10                          NoRecourse Against Others.

A past, present or future director, officer, member,manager, employee, stockholder or incorporator, as such, of the Company or anyGuarantor shall not have any liability for any obligations of the Company orany Guarantor under the Notes, the Guarantees or this Indenture or for anyclaim based on, in respect of or by reason of such obligations or theircreations.  Each Holder by accepting aNote waives and releases all such liability. Such waiver and release are part of the consideration for the issuanceof the Notes.

## Section 13.11                          Successors.

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

## Section 13.12                          DuplicateOriginals.

All parties may sign any number of copies of thisIndenture.  Each signed copy shall be anoriginal, but all of them together shall represent the same agreement.

## Section 13.13                          Severability.

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

## Section 13.14                          Independenceof Covenants.

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

[Remainder of PageIntentionally Left Blank]

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SIGNATURES

IN WITNESS WHEREOF, the parties hereto have causedthis Indenture to be duly executed, all as of the date first written above.
|        | HUNTSMAN INTERNATIONAL LLC                                  |
|--------|-------------------------------------------------------------|
|   |                                                        |
|   |                                                        |
|   | By:                                                         | /s/ SEAN  DOUGLAS |   |
|   |                                                        | Name: Sean Douglas |   |
|   |                                                        | Title: Vice President and Treasurer |   |
|   |                                                        |
|   |                                                        |
|   | GUARANTORS                                                  |
|   |                                                        |
|   | AIRSTAR CORPORATION                                         |
|   | EUROFUELS LLC                                               |
|   | EUROSTAR INDUSTRIES LLC                                     |
|   | HUNTSMAN EA HOLDINGS LLC                                    |
|   | HUNTSMAN ETHYLENEAMINES LTD.                                |
|   | HUNTSMAN INTERNATIONAL FINANCIAL                            |
|   | LLC                                                         |
|   | HUNTSMAN INTERNATIONAL FUELS, L.P.                          |
|   | HUNTSMAN PROPYLENE OXIDE HOLDINGS                           |
|   | LLC                                                         |
|   | HUNTSMAN PROPYLENE OXIDE LTD.                               |
|   | HUNTSMAN TEXAS HOLDINGS LLC                                 |
|   | HUNTSMAN  ADVANCED MATERIALS  AMERICAS INC.            |
|   | HUNTSMAN  ADVANCED MATERIALS  HOLDINGS LLC                  |
|   | HUNTSMAN ADVANCED MATERIALS LLC                             |
|   | HUNTSMAN AUSTRALIA INC.                                |
|   | HUNTSMAN CHEMICAL COMPANY LLC                               |
|   | HUNTSMAN  CHEMICAL FINANCE  CORPORATION                     |
|   | HUNTSMAN  CHEMICAL PURCHASING  CORPORATION                  |
|   | HUNTSMAN ENTERPRISES, INC.                             |
|   | HUNTSMAN  EXPANDABLE POLYMERS  COMPANY, LC                  |
|   | HUNTSMAN FAMILY CORPORATION                                 |
|   | HUNTSMAN FUELS, L.P.                                        |
|   | HUNTSMAN GROUP  HOLDINGS FINANCE  CORPORATION               |
|   | HUNTSMAN GROUP  INTELLECTUAL  PROPERTY HOLDINGS CORPORATION |

 

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|                        | HUNTSMAN  HEADQUARTERS  CORPORATION                  |
|------------------------|------------------------------------------------------|
|                   | HUNTSMAN  INTERNATIONAL CHEMICALS  CORPORATION       |
|                   | HUNTSMAN  INTERNATIONAL SERVICES  CORPORATION        |
|                   | HUNTSMAN  INTERNATIONAL TRADING  CORPORATION         |
|                   | HUNTSMAN MA  INVESTMENT  CORPORATION                 |
|                   | HUNTSMAN MA  SERVICES CORPORATION                    |
|                   | HUNTSMAN  PETROCHEMICAL CANADA  HOLDINGS CORPORATION |
|                   | HUNTSMAN  PETROCHEMICAL  CORPORATION                 |
|                   | HUNTSMAN  PETROCHEMICAL FINANCE  CORPORATION         |
|                   | HUNTSMAN  PETROCHEMICAL PURCHASING  CORPORATION      |
|                   | HUNTSMAN  POLYMERS CORPORATION                       |
|                   | HUNTSMAN  POLYMERS HOLDINGS  CORPORATION             |
|                   | HUNTSMAN  PROCUREMENT CORPORATION                    |
|                   | HUNTSMAN  PURCHASING, LTD.                      |
|                   | JK HOLDINGS  CORPORATION                             |
|                   | PETROSTAR FUELS  LLC                                 |
|                   | PETROSTAR  INDUSTRIES LLC                            |
|                   | POLYMER  MATERIALS INC.                         |
|                   |                                                 |
|                   |                                                 |
|                   | By:                                                  | /s/ TROY  KELLER |   |
|                   |                                                 | Name: Troy Keller |   |
|                   |                                                 | Title: Assistant Secretary |   |
|                   |                                                 |
|                   |                                                 |
| Executed as a Deed by  | TIOXIDE AMERICAS  INC.                               |
| L. Russell Healy,      |                                                 |
| for and on behalf of   |                                                 |
| Tioxide Americas Inc   | By:                                                  | /s/ L. RUSSELL HEALY |   |
| in the presence of     |                                                 | Name: L. Russell  Healy |
|                   |                                                 | Title: Vice  President and Treasurer |
| /s/ MICHELLE  FUJINAMI |                                                 |   |
| Witness                |                                                 |
|                        |                                                      |  |  |  |

 

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|        | Executed and  delivered as a |
|--------|------------------------------|
|   | deed on behalf  of TIOXIDE   |
|   | GROUP acting by:             |
|   |                         |
|        | TIOXIDE GROUP                |
|   |                         |
|   |                         |
|   | /s/ J. KIMO ESPLIN           |   Director |   |
|   | J. Kimo Esplin               |   Name |
|   |                         |
|   | /s/ L. RUSSELL HEALY         |   Director |   |
|   | L. Russell Healy             |   Name |

 

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|        | WELLS FARGO BANK, NATIONAL  ASSOCIATION, as Trustee |
|--------|-----------------------------------------------------|
|   |                                                |
|   |                                                |
|   | By:                                                 | /s/ LYNN M. STEINER |
|   |                                                | Name: Lynn M.  Steiner |
|   |                                                | Title: Vice  President |

 

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EXHIBIT A-1

[FORM OFRESTRICTED DOLLAR NOTE]

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLYISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATESSECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITYMAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCHREGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THISSECURITY IS NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THEEXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BYRULE 144A THEREUNDER.  BY ITS ACQUISITIONHEREOF, THE HOLDER OF THIS SECURITY (1) REPRESENTS THAT (A) IT IS A “QUALIFIEDINSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B)IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORETRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OFHUNTSMAN INTERNATIONAL LLC THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD,PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO HUNTSMAN INTERNATIONAL LLC OR ITSSUBSIDIARIES, (II) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLERREASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144AUNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCEWITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROMREGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IFAVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THESECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANYAPPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THEHOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OFTHIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

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HUNTSMANINTERNATIONAL LLC

7 7/8% SeniorSubordinated Note due 2014

No. $                CUSIP No.

HUNTSMAN INTERNATIONAL LLC, a Delaware limitedliability company (the “Company”), for value received, promises to pay to                     or registered assigns, the principal sum of $              ,on November 15, 2014.

Interest Payment Dates:  November 15 and May 15

Record Dates: November 1 and May 1

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

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IN WITNESS WHEREOF, the Company has caused this Noteto be signed manually or by facsimile by its duly authorized officer.
| Dated: | HUNTSMAN INTERNATIONAL LLC |
|--------|----------------------------|
|   |                       |
|   |                       |
|   | By:                        |   |   |
|   |                       | Name: |
|   |                       | Title: |

 

Certificate ofAuthentication

This is one of the 7 7/8% Senior Subordinated Notesdue 2014 referred to in the within-mentioned Indenture.
| Dated: | Wells Fargo Bank, National Association, as Trustee |
|--------|----------------------------------------------------|
|   |                                               |
|   |                                               |
|   | By:                                                |   |   |
|   |                                               | Authorized Signature |

 

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(REVERSE OF DOLLARNOTE)

7 7/8% SeniorSubordinated Note due 2014

1.                                       Interest.  HUNTSMAN INTERNATIONAL LLC, a Delawarelimited liability company (the “Company”), promises to pay interest on theprincipal amount of this Dollar Note at the rate per annum shown above.  Interest on the Dollar Notes will accrue fromthe most recent date on which interest has been paid or, if no interest hasbeen paid, from November 13, 2006.  TheCompany will pay interest semi-annually in arrears on each November 15 and May15 (each, an “Interest Payment Date”) and at stated maturity, commencing on May15, 2007.  Interest will be computed onthe basis of a 360-day year comprised of twelve 30-day months.

The Company shall pay interest on overdue principaland on overdue installments of interest from time to time on demand at the rateborne by the Dollar Notes (without regard to any applicable grace periods) tothe extent lawful.

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

3.                                       PayingAgent and Registrar.  Initially,Wells Fargo Bank, National Association (the “Trustee”) will act as Paying Agentand Registrar.  The Company may changeany 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 Dollar Notes under anIndenture, dated as of November 13, 2006 (the “Indenture”), among the Company,each of the Guarantors named therein and the Trustee.  This Dollar Note is one of a duly authorizedissue of Dollar Notes of the Company designated as its dollar denominated 77/8% Senior Subordinated Notes due 2014 (the “Dollar Notes”), which may beissued under the Indenture.  The Companyshall be entitled to issue Additional Notes pursuant to Section 2.18 of theIndenture.  The Dollar Notes and theCompany’s euro denominated 6 7/8% Senior Subordinated Notes due 2013 (the “EuroNotes” and, together with the Dollar Notes, the “Notes”) and any AdditionalNotes and any Exchange Notes issued in accordance with the Indenture aretreated as a single class of securities under the Indenture unless otherwisespecified in the Indenture.  Capitalizedterms used herein shall have the meanings assigned to them in the Indentureunless otherwise defined herein.  Theterms of the Notes include those stated in the Indenture and those made part ofthe 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 theIndenture.  Notwithstanding anything tothe contrary herein, the Notes are

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subject to all such terms, and Holders of Notes arereferred to the Indenture and the TIA for a statement of them.  The Notes are senior subordinated unsecuredobligations of the Company.

5.                                       OptionalRedemption.

(a)                                  TheDollar Notes will be redeemable, at the Company’s option, in whole at any timeor in part from time to time, on and after November 15, 2010, upon not lessthan 30 nor more than 60 days’ notice, at the following redemption prices (expressedas percentages of the principal amount thereof) if redeemed during thetwelve-month period commencing on November 15 of the year set forth below,plus, in each case, accrued and unpaid interest thereon, if any, to the date ofredemption:
| Year                | ** ** | **Percentage** | ** ** |
|---------------------|------------|----------------|------------|
|                |       |           |       |
| 2010                |       | 103.938        | %          |
| 2011                |       | 101.969        | %          |
| 2012 and thereafter |       | 100.000        | %          |

 

(b)                                 Atany time, or from time to time, prior to November 15, 2010, the Company may, atits option, use the net cash proceeds of one or more Equity Offerings (asdefined below) to redeem up to 40% of the aggregate principal amount of DollarNotes originally issued (including the original principal amount of anyAdditional Dollar Notes) at a redemption price equal to 107.875% of theprincipal amount thereof plus accrued and unpaid interest thereon, if any, tothe date of redemption; provided, however, that at least 60% of the aggregateprincipal amount of the Notes originally issued remain (including the principalamount of any Additional Notes) outstanding immediately after any suchredemption.  In order to effect theforegoing redemption with the proceeds of any Equity Offering, the Companyshall make such redemption not more than 120 days after the consummation of anysuch Equity Offering.

(c)                                  Atany time prior to November 15, 2010, the Dollar Notes may be redeemed, in wholeor in part at the option of the Company, upon not less than 30 nor more than 60days’ notice, at a redemption price (the “Make-Whole Price”) equal to thegreater of (i) 100.000% of the principal amount thereof or (ii) as determinedby an Independent Investment Banker, the present value of (A) 103.938% of theDollar Notes being redeemed as of November 15, 2010 plus (B) all requiredinterest payments due on such Dollar Notes through November 15, 2010 (excludingaccrued interest), discounted to the Redemption Date on a semiannual basis (assuminga 360-day year consisting of twelve 30-day months) at the Adjusted TreasuryRate plus, in each case, accrued interest to the Redemption Date.

6.                                       Noticeof Redemption.  Notice of redemptionwill be delivered at least 30 days but not more than 60 days before theRedemption Date to each Holder whose Dollar Notes are to be redeemed at such Holder’sregistered address, except as provided in the Indenture.  Dollar Notes in denominations larger than$1,000 may be redeemed in part.

7.                                       Changeof Control Offer.  In the event of aChange of Control, upon the satisfaction of the conditions set forth in theIndenture, the Company shall be required to offer to

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repurchase all of the then outstanding Notes pursuantto a Change of Control Offer at a purchase price equal to 101% of the principalamount thereof plus accrued and unpaid interest, if any, to the date of purchase.  Holders of Notes that are the subject of suchan offer to repurchase shall receive an offer to repurchase and may elect tohave such Notes repurchased in accordance with the provisions of the Indenturepursuant to and in accordance with the terms of the Indenture.

8.                                       Limitationon Asset Sales.  Under certaincircumstances set forth in Section 4.15 of the Indenture, the Company isrequired to apply the net proceeds from Asset Sales to offer to repurchase theNotes at a price equal to 100% of the principal amount thereof plus accrued andunpaid interest thereon, if any, to the date of repurchase.

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

10.                                 PersonsDeemed Owners.  The registered Holderof a Note shall be treated as the owner of it for all purposes.

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

12.                                 DischargePrior to Redemption or Maturity.  Ifthe Company at any time deposits with the Trustee U.S. Legal Tender ornon-callable U.S. Government Obligations sufficient to pay the principal of,premium and interest on the Dollar Notes to redemption or maturity and complieswith the other provisions of this Indenture relating thereto, the Company willbe discharged from certain provisions of the Indenture and the Dollar Notes(including certain covenants, but excluding its obligation to pay the principalof, premium and interest on the Dollar Notes).

13.                                 Amendment;Supplement; Waiver.  The Indenture orthe Notes may be amended or supplemented as provided in the Indenture.

14.                                 RestrictiveCovenants.  The Indenture imposescertain limitations on the ability of the Company and its Subsidiaries to,among other things, incur additional Indebtedness, pay dividends or makecertain other restricted payments, enter into transactions with Affiliates,create dividend or other payment restrictions affecting Restricted Subsidiariesand merge or consolidate with any other Person, sell, assign, transfer, lease,convey or otherwise dispose of all or substantially all of its assets or adopta plan of liquidation.  Such limitationsare subject to a number of important qualifications and exceptions.  The Company must annually report to theTrustee on compliance with such limitations.

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

16.                                 Defaultsand Remedies.  If an Event of Defaultoccurs and is continuing, the Trustee or the Holders of at least 25% inprincipal amount of the then outstanding Notes (including any Additional Notes)may declare all the Notes to be due and payable in the manner, at the time andwith the effect provided in the Indenture. Holders of Notes may not enforce the Indenture or the Notes except asprovided in the Indenture.  The Trusteeis not obligated to enforce the Indenture or the Notes unless it has beenoffered indemnity or security reasonably satisfactory to it.  The Indenture permits, subject to certainlimitations therein provided, Holders of a majority in aggregate principalamount of the Notes (including any Additional Notes) then outstanding to directthe Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders ofNotes notice of any continuing Default or Event of Default (except a Default inpayment of principal or interest) if it determines in good faith that withholdingnotice is in their interest.

17.                                 TrusteeDealings with Company.  The Trusteeunder the Indenture, in its individual or any other capacity, may become theowner or pledgee of Notes and may otherwise deal with the Company, itsRestricted and Unrestricted Subsidiaries or their respective Affiliates as ifit were not the Trustee.

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

19.                                 Authentication.  This Note shall not be valid until theTrustee or authenticating agent manually signs the certificate ofauthentication on this Note.

20.                                 GoverningLaw.  This Note shall be governed by,and construed in- accordance with, the laws of the State of New York.

21.                                 Abbreviationsand Defined Terms.  Customaryabbreviations 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 incommon), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

22.                                 CUSIP/ISINNumbers.  The Company may cause CUSIPand/or ISIN numbers to be printed on the Notes as a convenience to the Holdersof the Notes.  No representation is madeas to the accuracy of such numbers as printed on the Notes and reliance may beplaced only on the other identification numbers printed hereon.

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23.                                 RegistrationRights.  Pursuant to the RegistrationRights Agreement, the Company and the Guarantors will be obligated upon theoccurrence of certain events and subject to certain conditions to consummate anexchange offer pursuant to which the Holder of this Dollar Note shall have theright to exchange this Dollar Note for a 7 7/8% Senior Subordinated Notedue 2014 denominated in dollars, of the Company (an “Unrestricted Dollar Note”)which have been registered under the Securities Act, in like principal amountand having terms identical in all material respects as this Dollar Note.  The Holders shall be entitled to receivecertain additional interest payments in the event such exchange offer is notconsummated and upon certain other conditions, all pursuant to and in accordancewith the terms of the Registration Rights Agreement.

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

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

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

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[FORM OFASSIGNMENT]

I or we assign to

PLEASE INSERT SOCIALSECURITYOR OTHER IDENTIFYING NUMBER

(please print ortype name and address)

the within Note and allrights thereunder, and hereby irrevocably constitutes and appoints

attorney to transfer the Note on the books of theCompany 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: |                                                                                                                                                                                                                                                             |   |
|                       |                                                                                                                                                                                                                                                                  |        |        |        |  |  |

 

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In connection with any transfer of this Note occurringprior to the date of the declaration by the Commission of the effectiveness ofa registration statement under the Securities Act of 1933, as amended (the “SecuritiesAct”) covering resales of this Note (which effectiveness shall not have beensuspended or terminated at the date of the transfer) the undersigned confirmsthat it has not utilized any general solicitation or general advertising inconnection with the transfer and that the sale is being made:

[Check One]
| (1)    | — | to the Company or a subsidiary thereof; or                                                                                                                                                                                                                                                                               |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                     |
| (2)    | — | pursuant to and in compliance with Rule 144A under  the Securities Act of 1933, as amended; or                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| (3)    | — | 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)    | — | 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)    | — | pursuant to the exemption from registration provided  by Rule 144 under the Securities Act of 1933, as amended; or                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| (6)    | — | pursuant to an effective registration statement  under the Securities Act of 1933, as amended; or                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| (7)    | — | pursuant to another available exemption from the  registration statement requirements of the Securities Act of 1933, as  amended,                                                                                                                                                                                        |

 

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

o                                    The transferee isan Affiliate of the Company.

Unless one of the items is checked, the Trustee willrefuse to register any of the Notes evidenced by this certificate in the nameof 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 mayrequire, prior to registering any such transfer of the Notes, in their solediscretion, such written legal opinions, certifications (including aninvestment letter in the case of box (3) or (4)

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and other information as the Trustee or the Companyhave reasonably requested to confirm that such transfer is being made pursuantto an exemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act of l933, as amended.

If none of the foregoing items are checked, theTrustee or Registrar shall not be obligated to register this Note in the nameof any person other than the Holder hereof unless and until the conditions toany such transfer of registration set forth herein and in Section 2.16 of theIndenture shall have been satisfied.
| Dated:               |   |                            | Signed: |   |   |
|----------------------|--------|---------------------------------|---------|--------|--------|
|                 |   | (Sign exactly as name appears   |
|                 |   | on the other side of this Note) |
|                 |   |
|                 |   |
| Signature Guarantee: |   |                            |
|                      |        |                                 |         |        |        |  |

 

TO BE COMPLETED BYPURCHASER IF (2) ABOVE IS CHECKED

The undersigned represents and warrants that it ispurchasing this Note for its own account or an account with respect to which itexercises sole investment discretion and that it and any such account is a “qualifiedinstitutional buyer” within the meaning of Rule 144A under the Securities Actof 1933, as amended, and is aware that the sale to it is being made in relianceon Rule 144A and acknowledges that it has received such information regardingthe Company as the undersigned has requested pursuant to Rule 144A or hasdetermined not to request such information and that it is aware that thetransferor is relying upon the undersigned’s foregoing representations in orderto claim the exemption from registration provided by Rule 144A.
| Dated: |    |                 |   |   |   |
|--------|---------|----------------------|--------|--------|--------|
|   | NOTICE: | To be executed by an |
|   |    | executive officer    |

 

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OPTION OF HOLDERTO ELECT PURCHASE

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

Section 4.14 [ ] Section 4.15 [ ]

If you want to elect to have only part of this Notepurchased by the Company pursuant to Section 4.14 or Section 4.15 of theIndenture, state the amount: $                   
| Dated:               |                                   |                            | Signed: |   |   |
|----------------------|----------------------------------------|---------------------------------|---------|--------|--------|
|                 |                                   | (Sign exactly as 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)             |                            |
|                      |                                        |                                 |         |        |        |  |

 

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EXHIBIT A-2

[FORM OFRESTRICTED EURO NOTE]

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLYISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATESSECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITYMAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCHREGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THISSECURITY IS NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THEEXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BYRULE 144A THEREUNDER. BY ITS ACQUISITION HEREOF, THE HOLDER OF THIS SECURITY(1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED INRULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND ISACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904UNDER THE SECURITIES ACT.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OFHUNTSMAN INTERNATIONAL LLC THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD,PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO HUNTSMAN INTERNATIONAL LLC OR ITSSUBSIDIARIES, (II) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLERREASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144AUNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCEWITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROMREGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IFAVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THESECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANYAPPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THEHOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OFTHIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

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HUNTSMANINTERNATIONAL LLC

6 7/8% SeniorSubordinated Note due 2013

No.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             EU                

ISIN

HUNTSMAN INTERNATIONAL LLC, a Delaware limitedliability company (the “Company”), for value received, promises to pay to                     or registered assigns, the principal sum of                       ,on November 15, 2013.

Interest Payment Dates:  November 15 and May 15

Record Dates: November 1 and May 1

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

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IN WITNESS WHEREOF, the Company has caused this Noteto be signed manually or by facsimile by its duly authorized officer.
| Dated: | HUNTSMAN INTERNATIONAL LLC |
|--------|----------------------------|
|   |                       |
|   |                       |
|   | By:                        |   |   |
|   |                       | Name: |
|   |                       | Title: |

 

Certificate ofAuthentication

This is one of the 6 7/8% Senior SubordinatedNotes due 2013 referred to in the within-mentioned Indenture.
| Dated: | Citibank, N.A., as authentication agent |
|--------|-----------------------------------------|
|   |                                    |
|   |                                    |
|   | By:                                     |   |   |
|   |                                    | Authorized  Signature |   |

 

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(REVERSE OF EURONOTE)

6 7/8%  Senior Subordinated Note due 2013

1.                                       Interest.  HUNTSMAN INTERNATIONAL LLC, a Delawarelimited liability company (the “Company”), promises to pay interest on theprincipal amount of this Euro Note at the rate per annum shown above.  Interest on the Euro Notes will accrue fromthe most recent date on which interest has been paid or, if no interest hasbeen paid, from November 13, 2006.  TheCompany will pay interest semi-annually in arrears on each November 15 and May15 (each, an “Interest Payment Date”) and at stated maturity, commencing on May15, 2007.  Interest will be computed onthe basis of a 360-day year comprised of twelve 30-day months.

The Company shall pay interest on overdue principaland on overdue installments of interest from time to time on demand at the rateborne by the Euro Notes (without regard to any applicable grace periods) to theextent lawful.

2.                                       Methodof Payment.  The Company shall payinterest on the Euro Notes (except defaulted interest) to the Persons who arethe registered Holders at the close of business on the Record Date immediatelypreceding the Interest Payment Date even if the Euro Notes are cancelled onregistration of transfer or registration of exchange after such RecordDate.  Holders must surrender Euro Notesto a Paying Agent to collect principal payments.  The Company shall pay principal, premium andinterest on the Euro Notes in euros. However, the Company may pay principal, premium and interest by itscheck payable in euros.  The Company maydeliver any such interest payment to the Euro Paying Agent or to a Holder atthe Holder’s registered address.

3.                                       PayingAgent and Registrar.  Initially,Citibank, N.A. will act as Paying Agent for the Euro Notes and Citigroup GlobalMarkets Deutschland AG & Co. KGaA will act as Registrar for the EuroNotes.  The Company may change any PayingAgent, 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 Euro Notes under anIndenture, dated as of November 13, 2006 (the “Indenture”), among the Company,each of the Guarantors named therein and the Trustee.  This Euro Note is one of a duly authorizedissue of Euro Notes of the Company designated as its euro denominated6 7/8% Senior Subordinated Notes due 2013 (the “Euro Notes”) which may beissued under the Indenture.  The Companyshall be entitled to issue Additional Notes pursuant to Section 2.18 of theIndenture.  The Euro Notes and theCompany’s dollar denominated 7 7/8% Senior Subordinated Notes due 2014(the “Dollar Notes” and, together with the Euro Notes, the “Notes”) and anyAdditional Notes and any Exchange Notes issued in accordance with the Indentureare treated as a single class of securities under the Indenture unlessotherwise specified in the Indenture.  Capitalizedterms used herein shall have the meanings assigned to them in the Indentureunless otherwise defined herein.  Theterms of the Notes include those stated in the Indenture and those made part ofthe Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.  §§ 77aaa-77bbbb) (the “TIA”), as in effect onthe date of the Indenture. Notwithstanding anything to the contrary herein, the Notes are subjectto

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all such terms, and Holders of Notes are referred tothe Indenture and the TIA for a statement of them.  The Notes are senior subordinated unsecuredobligations of the Company.

5.                                       OptionalRedemption.

(a)                                  TheEuro Notes will be redeemable, at the Company’s option, in whole at any time orin part from time to time, on and after November 15, 2009, upon not less than30 nor more than 60 days’ notice, at the following redemption prices (expressedas percentages of the principal amount thereof) if redeemed during thetwelve-month period commencing on November 15 of the year set forth below, plus,in each case, accrued and unpaid interest thereon, if any, to the date ofredemption:
| Year                | ** ** | **Percentage** | ** ** |
|---------------------|------------|----------------|------------|
| 2009                |       | 105.156        | %          |
| 2010                |       | 103.438        | %          |
| 2011                |       | 101.719        | %          |
| 2012 and thereafter |       | 100.000        | %          |

 

(b)                                 Atany time, or from time to time, prior to November 15, 2009, the Company may, atits option, use the net cash proceeds of one or more Equity Offerings (asdefined below) to redeem up to 40% of the aggregate principal amount of EuroNotes originally issued (including the original principal amount of anyAdditional Euro Notes) at a redemption price equal to 106.875% of the principalamount thereof plus accrued and unpaid interest thereon, if any, to the date ofredemption; provided, however, that at least 60% of the aggregateprincipal amount of the Notes originally issued remain (including the principalamount of any Additional Notes) outstanding immediately after any suchredemption.  In order to effect theforegoing redemption with the proceeds of any Equity Offering, the Companyshall make such redemption not more than 120 days after the consummation of anysuch Equity Offering.

(c)                                  Atany time prior to November 15, 2009, the Euro Notes may be redeemed, in wholeor in part, at the option of the Company, upon not less than 30 nor more than 60days’ notice, at a redemption price (the “Make-Whole Price”) equal to thegreater of (i) 100.000% of the principal amount thereof or (ii) as determinedby an Independent Investment Banker, the present value of (A) 105.156% of theEuro Notes being redeemed as of November 15, 2009 plus (B) all requiredinterest payments due on such Euro Notes through November 15, 2009 (excludingaccrued interest), discounted to the Redemption Date on a semiannual basis (assuminga 360-day year consisting of twelve 30-day months) at the Adjusted Bund Rateplus, in each case, accrued interest to the Redemption Date.

6.                                       Noticeof Redemption.  Notice of redemptionwill be delivered at least 30 days but not more than 60 days before theRedemption Date to each Holder whose Euro Notes are to be redeemed at suchHolder’s registered address, except as provided in the Indenture.  Euro Notes in denominations larger than €50,000may be redeemed in part; provided, that no Euro Notes of less than €50,000may be outstanding thereafter.

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7.                                       Changeof Control Offer.  In the event of aChange of Control, upon the satisfaction of the conditions set forth in theIndenture, the Company shall be required to offer to repurchase all of the thenoutstanding Notes pursuant to a Change of Control Offer at a purchase priceequal to 101% of the principal amount thereof plus accrued and unpaid interest,if any, to the date of purchase.  Holdersof Notes that are the subject of such an offer to repurchase shall receive anoffer to repurchase and may elect to have such Notes repurchased in accordancewith the provisions of the Indenture pursuant to and in accordance with theterms of the Indenture.

8.                                       Limitationon Asset Sales.  Under certaincircumstances set forth in Section 4.15 of the Indenture, the Company isrequired to apply the net proceeds from Asset Sales to offer to repurchase theNotes at a price equal to 100% of the principal amount thereof plus accrued andunpaid interest thereon, if any, to the date of repurchase.

9.                                       Denominations;Transfer; Exchange.  The Euro Notesare in fully registered form only, without coupons, in denominations of €50,000and integral multiples of €1,000 in excess thereof.  A Holder shall register the transfer orexchange of Notes in accordance with the Indenture.  The Registrar may require a Holder, amongother things, to furnish appropriate endorsements and transfer documents and topay certain transfer taxes or similar governmental charges payable inconnection therewith as permitted by the Indenture.  The Registrar need not register the transferor exchange of any Notes during a period beginning 15 days before the mailingof a redemption notice for any Notes or portions thereof selected forredemption.

10.                                 PersonsDeemed Owners.  The registered Holderof a Note shall be treated as the owner of it for all purposes.

11.                                 UnclaimedMoney.  If money for the payment of principalor interest remains unclaimed for one year, the Trustee and the Paying Agentwill pay the money back to the Company. After that, all liability of the Trustee and such Paying Agent withrespect to such money shall cease.

12.                                 DischargePrior to Redemption or Maturity.  Ifthe Company at any time deposits with the Trustee euros or non-callable EuroObligations sufficient to pay the principal of, premium and interest on theEuro Notes to redemption or maturity and complies with the other provisions ofthis Indenture relating thereto, the Company will be discharged from certainprovisions of the Indenture and the Euro Notes (including certain covenants,but excluding its obligation to pay the principal of, premium and interest onthe Euro Notes).

13.                                 Amendment;Supplement; Waiver.  The Indenture orthe Notes may be amended or supplemented as provided in the Indenture.

14.                                 RestrictiveCovenants.  The Indenture imposescertain limitations on the ability of the Company and its Subsidiaries to,among other things, incur additional Indebtedness, pay dividends or makecertain other restricted payments, enter into transactions with Affiliates,create dividend or other payment restrictions affecting Restricted Subsidiariesand merge or consolidate with any other Person, sell, assign, transfer, lease,convey or otherwise dispose of all or substantially all of its assets or adopta plan of liquidation.  Such limitationsare subject to a

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number of important qualifications and exceptions.  The Company must annually report to theTrustee on compliance with such limitations.

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

16.                                 Defaultsand Remedies.  If an Event of Defaultoccurs and is continuing, the Trustee or the Holders of at least 25% inprincipal amount of the then outstanding Notes (including any Additional Notes)may declare all the Notes to be due and payable in the manner, at the time andwith the effect provided in the Indenture. Holders of Notes may not enforce the Indenture or the Notes except asprovided in the Indenture.  The Trusteeis not obligated to enforce the Indenture or the Notes unless it has beenoffered indemnity or security reasonably satisfactory to it.  The Indenture permits, subject to certainlimitations therein provided, Holders of a majority in aggregate principalamount of the Notes (including any Additional Notes) then outstanding to directthe Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders ofNotes notice of any continuing Default or Event of Default (except a Default inpayment of principal or interest) if it determines in good faith thatwithholding notice is in their interest.

17.                                 TrusteeDealings with Company.  The Trusteeunder the Indenture, in its individual or any other capacity, may become theowner or pledgee of Notes and may otherwise deal with the Company, itsRestricted and Unrestricted Subsidiaries or their respective Affiliates as ifit were not the Trustee.

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

19.                                 Authentication.  This Note shall not be valid until theTrustee or authenticating agent manually signs the certificate ofauthentication on this Note.

20.                                 GoverningLaw.  This Note shall be governed by,and construed in- accordance with, the laws of the State of New York.

21.                                 Abbreviationsand Defined Terms.  Customaryabbreviations 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 incommon), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

22.                                 CUSIP/ISINNumbers.  The Company may cause CUSIPand/or ISIN numbers to be printed on the Notes as a convenience to the Holdersof the Notes.  No representation

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is made as to the accuracy of such numbers as printedon the Notes and reliance may be placed only on the other identificationnumbers printed hereon.

23.                                 Indenture.  Each Holder, by accepting a Note, agrees tobe bound by all of the terms and provisions of the Indenture, as the same maybe amended from time to time.  Capitalizedterms used herein and not defined herein have the meanings ascribed thereto inthe Indenture

24.                                 Guarantees.  This Note will be entitled to the benefits ofcertain senior subordinated Guarantees made for the benefit of theHolders.  Reference is hereby made to theIndenture for a statement of the respective rights, limitations of rights, dutiesand obligations thereunder of the Guarantors, the Trustee and the Holders.

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

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[FORM OFASSIGNMENT]

I or we assign to

PLEASE INSERT SOCIALSECURITYOR OTHER IDENTIFYING NUMBER

(please print ortype name and address)

the within Note and allrights thereunder, and hereby irrevocably constitutes and appoints

attorney to transfer theNote on the books of the Company with full power of substitution in thepremises.
| 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: |                                                                                                                                                                                                                                                             |   |
|                       |                                                                                                                                                                                                                                                                  |        |        |        |  |  |

 

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In connection with any transfer of this Note occurringprior to the date of the declaration by the Commission of the effectiveness ofa registration statement under the Securities Act of 1933, as amended (the “SecuritiesAct”) covering resales of this Note (which effectiveness shall not have beensuspended or terminated at the date of the transfer) the undersigned confirmsthat it has not utilized any general solicitation or general advertising inconnection with the transfer and that the sale is being made:

[Check One]
| (1)    | — | to the Company or a subsidiary thereof; or                                                                                                                                                                                                                                                                               |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                     |
| (2)    | — | pursuant to and in compliance with Rule 144A under  the Securities Act of 1933, as amended; or                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| (3)    | — | 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)    | — | 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)    | — | pursuant to the exemption from registration provided  by Rule 144 under the Securities Act of 1933, as amended; or                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| (6)    | — | pursuant to an effective registration statement  under the Securities Act of 1933, as amended; or                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| (7)    | — | pursuant to another available exemption from the  registration statement requirements of the Securities Act of 1933, as  amended,                                                                                                                                                                                        |

 

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

o                                    The transferee isan Affiliate of the Company.

Unless one of the items is checked, the Trustee willrefuse to register any of the Notes evidenced by this certificate in the nameof 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 mayrequire, prior to registering any such transfer of the Notes, in their solediscretion, such written legal opinions, certifications (including aninvestment letter in the case of box (3) or (4)

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and other information as the Trustee or the Companyhave reasonably requested to confirm that such transfer is being made pursuantto an exemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act of l933, as amended.

If none of the foregoing items are checked, theTrustee or Registrar shall not be obligated to register this Note in the nameof any person other than the Holder hereof unless and until the conditions toany such transfer of registration set forth herein and in Section 2.16 of theIndenture shall have been satisfied.
| Dated:               |   |                            | Signed: |   |   |
|----------------------|--------|---------------------------------|---------|--------|--------|
|                 |   | (Sign exactly as name appears   |
|                 |   | on the other side of this Note) |
|                 |   |
|                 |   |
| Signature Guarantee: |   |                            |
|                      |        |                                 |         |        |        |  |

 

TO BE COMPLETED BYPURCHASER IF (2) ABOVE IS CHECKED

The undersigned represents and warrants that it ispurchasing this Note for its own account or an account with respect to which itexercises sole investment discretion and that it and any such account is a “qualifiedinstitutional buyer” within the meaning of Rule 144A under the Securities Actof 1933, as amended, and is aware that the sale to it is being made in relianceon Rule 144A and acknowledges that it has received such information regardingthe Company as the undersigned has requested pursuant to Rule 144A or hasdetermined not to request such information and that it is aware that thetransferor is relying upon the undersigned’s foregoing representations in orderto claim the exemption from registration provided by Rule 144A.
| Dated: |    |                 |   |   |   |
|--------|---------|----------------------|--------|--------|--------|
|   | NOTICE: | To be executed by an |
|   |    | executive officer    |

 

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OPTION OF HOLDERTO ELECT PURCHASE

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

Section 4.14 [ ] Section 4.15 [ ]

If you want to elect to have only part of this Notepurchased by the Company pursuant to Section 4.14 or Section 4.15 of theIndenture, state the amount: $                
| Dated:               |                                   |                            | Signed: |   |   |
|----------------------|----------------------------------------|---------------------------------|---------|--------|--------|
|                 |                                   | (Sign exactly as 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)             |                            |
|                      |                                        |                                 |         |        |        |  |

 

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EXHIBIT A-3

[FORM OFUNRESTRICTED DOLLAR NOTE]

HUNTSMANINTERNATIONAL LLC

7 7/8% SeniorSubordinated Note due 2014

No.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             $[          ]CUSIP

HUNTSMAN INTERNATIONAL LLC, a Delaware limitedliability company (the “Company”), for value received, promises to pay to                  or registered assigns, theprincipal sum of           , on November15, 2014.

Interest Payment Dates:  November 15 and May 15

Record Dates: November 1 and May 1

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

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IN WITNESS WHEREOF, the Company has caused this Noteto be signed manually or by facsimile by its duly authorized officer.
| Dated: | HUNTSMAN INTERNATIONAL LLC |
|--------|----------------------------|
|   |                       |
|   |                       |
|   | By:                        |   |   |
|   |                       | Name: |
|   |                       | Title: |

 

Certificate ofAuthentication

This is one of the 7 7/8% Senior SubordinatedNotes due 2014 referred to in the within-mentioned Indenture.
| Dated: | Wells Fargo Bank, National Association, as Trustee |
|--------|----------------------------------------------------|
|   |                                               |
|   |                                               |
|   | By:                                                |   |   |
|   |                                               | Authorized Signature |

 

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(REVERSE OF DOLLARNOTE)

7 7/8% SeniorSubordinated Note due 2014

1.                                       Interest.  HUNTSMAN INTERNATIONAL LLC, a Delawarelimited liability company (the “Company”), promises to pay interest on theprincipal amount of this Dollar Note at the rate per annum shown above.  Interest on the Dollar Notes will accrue fromthe most recent date on which interest has been paid or, if no interest hasbeen paid, from November 13, 2006.  TheCompany will pay interest semi-annually in arrears on each November 15 and May15 (each, an “Interest Payment Date”) and at stated maturity, commencing on May15, 2007.  Interest will be computed onthe basis of a 360-day year comprised of twelve 30-day months.

The Company shall pay interest on overdue principaland on overdue installments of interest from time to time on demand at the rateborne by the Dollar Notes (without regard to any applicable grace periods) tothe extent lawful.

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

3.                                       PayingAgent and Registrar.  Initially,Wells Fargo Bank, National Association (the “Trustee”) will act as Paying Agentand Registrar.  The Company may changeany 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 Dollar Notes under anIndenture, dated as of November 13, 2006 (the “Indenture”), among the Company,each of the Guarantors named therein and the Trustee.  This Dollar Note is one of a duly authorizedissue of Dollar Notes of the Company designated as its dollar denominated7 7/8% Senior Subordinated Notes due 2014 (the “Dollar Notes”) which maybe issued under the Indenture.  TheCompany shall be entitled to issue Additional Notes pursuant to Section 2.18 ofthe Indenture.  The Dollar Notes and theCompany’s euro denominated 6 7/8% Senior Subordinated Notes due 2013 (the “EuroNotes” and, together with the Dollar Notes, the “Notes”) and any AdditionalNotes and any Exchange Notes issued in accordance with the Indenture aretreated as a single class of securities under the Indenture unless otherwisespecified in the Indenture.  Capitalizedterms used herein shall have the meanings assigned to them in the Indentureunless otherwise defined herein.  Theterms of the Notes include those stated in the Indenture and those made part ofthe Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.  §§ 77aaa-77bbbb) (the “TIA”), as in effect onthe date of the Indenture. Notwithstanding anything to the contrary herein, the Notes

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are subject to all such terms, and Holders of Notesare referred to the Indenture and the TIA for a statement of them.  The Notes are senior subordinated unsecuredobligations of the Company.

5.                                       OptionalRedemption.

(a)                                TheDollar Notes will be redeemable, at the Company’s option, in whole at any timeor in part from time to time, on and after November 15, 2010, upon not lessthan 30 nor more than 60 days’ notice, at the following redemption prices(expressed as percentages of the principal amount thereof) if redeemed duringthe twelve-month period commencing on November 15 of the year set forth below,plus, in each case, accrued and unpaid interest thereon, if any, to the date ofredemption:
| Year                | ** ** | **Percentage** | ** ** |
|---------------------|------------|----------------|------------|
| 2010                |       | 103.938        | %          |
| 2011                |       | 101.969        | %          |
| 2012 and thereafter |       | 100.000        | %          |

 

(b)                                 Atany time, or from time to time, prior to January 1, 2008, the Company may, atits option, use the net cash proceeds of one or more Equity Offerings (asdefined below) to redeem up to 40% of the aggregate principal amount of DollarNotes originally issued (including the original principal amount of any AdditionalDollar Notes) at a redemption price equal to 107.875% of the principal amountthereof plus accrued and unpaid interest thereon, if any, to the date of redemption;provided, however, that at least 60% of the aggregate principal amount of theNotes originally issued remain (including the principal amount of anyAdditional Notes)outstanding immediately after any such redemption.  In order to effect the foregoing redemptionwith the proceeds of any Equity Offering, the Company shall make suchredemption not more than 120 days after the consummation of any such EquityOffering.

(c)                                  Atany time prior to November 15, 2010, the Dollar Notes may be redeemed, in wholeor in part at the option of the Company, upon not less than 30 nor more than 60days’ notice, at a redemption price (the “Make-Whole Price”) equal to thegreater of (i) 100.000% of the principal amount thereof or (ii) as determinedby an Independent Investment Banker, the present value of (A) 103.938% of theDollar Notes being redeemed as of November 15, 2010 plus (B) all requiredinterest payments due on such Dollar Notes through November 15, 2010 (excludingaccrued interest), discounted to the Redemption Date on a semiannual basis (assuminga 360-day year consisting of twelve 30-day months) at the Adjusted TreasuryRate plus in each case accrued interest to the Redemption Date.

6.                                       Noticeof Redemption.  Notice of redemptionwill be delivered at least 30 days but not more than 60 days before theRedemption Date to each Holder whose Dollar Notes are to be redeemed at suchHolder’s registered address, except as provided in the Indenture.  Dollar Notes in denominations larger than$1,000 may be redeemed in part.

7.                                       Changeof Control Offer.  In the event of aChange of Control, upon the satisfaction of the conditions set forth in theIndenture, the Company shall be required to offer to

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repurchase all of the then outstanding Notes pursuantto a Change of Control Offer at a purchase price equal to 101% of the principalamount thereof plus accrued and unpaid interest, if any, to the date of purchase.  Holders of Notes that are the subject of suchan offer to repurchase shall receive an offer to repurchase and may elect tohave such Notes repurchased in accordance with the provisions of the Indenturepursuant to and in accordance with the terms of the Indenture.

8.                                       Limitationon Asset Sales.  Under certaincircumstances set forth in Section 4.15 of the Indenture, the Company isrequired to apply the net proceeds from Asset Sales to offer to repurchase theNotes at a price equal to 100% of the principal amount thereof plus accrued andunpaid interest thereon, if any, to the date of repurchase.

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

10.                                 PersonsDeemed Owners.  The registered Holderof a Note shall be treated as the owner of it for all purposes.

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

12.                                 DischargePrior to Redemption or Maturity.  Ifthe Company at any time deposits with the Trustee U.S. Legal Tender ornon-callable U.S. Government Obligations sufficient to pay the principal of,premium and interest on the Dollar Notes to redemption or maturity and complieswith the other provisions of this Indenture relating thereto, the Company willbe discharged from certain provisions of the Indenture and the Dollar Notes(including certain covenants, but excluding its obligation to pay the principalof, premium and interest on the Dollar Notes).

13.                                 Amendment;Supplement; Waiver.  The Indenture orthe Notes may be amended or supplemented as provided in the Indenture.

14.                                 RestrictiveCovenants.  The Indenture imposescertain limitations on the ability of the Company and its Subsidiaries to,among other things, incur additional Indebtedness, pay dividends or makecertain other restricted payments, enter into transactions with Affiliates,create dividend or other payment restrictions affecting Restricted Subsidiariesand merge or consolidate with any other Person, sell, assign, transfer, lease,convey or otherwise dispose of all or substantially all of its assets or adopta plan of liquidation.  Such limitationsare subject to a number of important qualifications and exceptions.  The Company must annually report to theTrustee on compliance with such limitations.

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

16.                                 Defaultsand Remedies.  If an Event of Defaultoccurs and is continuing, the Trustee or the Holders of at least 25% inprincipal amount of the then outstanding Notes (including any Additional Notes)may declare all the Notes to be due and payable in the manner, at the time andwith the effect provided in the Indenture. Holders of Notes may not enforce the Indenture or the Notes except asprovided in the Indenture.  The Trusteeis not obligated to enforce the Indenture or the Notes unless it has beenoffered indemnity or security reasonably satisfactory to it.  The Indenture permits, subject to certainlimitations therein provided, Holders of a majority in aggregate principalamount of the Notes (including any Additional Notes) then outstanding to directthe Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders ofNotes notice of any continuing Default or Event of Default (except a Default inpayment of principal or interest) if it determines in good faith thatwithholding notice is in their interest.

17.                                 TrusteeDealings with Company.  The Trusteeunder the Indenture, in its individual or any other capacity, may become theowner or pledgee of Notes and may otherwise deal with the Company, its Restrictedand Unrestricted Subsidiaries or their respective Affiliates as if it were notthe Trustee.

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

19.                                 Authentication.  This Note shall not be valid until theTrustee or authenticating agent manually signs the certificate ofauthentication on this Note.

20.                                 GoverningLaw.  This Note shall be governed by,and construed in- accordance with, the laws of the State of New York.

21.                                 Abbreviationsand Defined Terms.  Customaryabbreviations 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 incommon), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

22.                                 CUSIP/ISINNumbers.  The Company may cause CUSIPand/or ISIN numbers to be printed on the Notes as a convenience to the Holdersof the Notes.  No representation is madeas to the accuracy of such numbers as printed on the Notes and reliance may beplaced only on the other identification numbers printed hereon.

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23.                                 Indenture.  Each Holder, by accepting a Note, agrees tobe bound by all of the terms and provisions of the Indenture, as the same maybe amended from time to time.  Capitalizedterms used herein and not defined herein have the meanings ascribed thereto inthe Indenture.

24.                                 Guarantees.  This Note will be entitled to the benefits ofcertain senior subordinated Guarantees made for the benefit of theHolders.  Reference is hereby made to theIndenture for a statement of the respective rights, limitations of rights,duties and obligations thereunder of the Guarantors, the Trustee and theHolders.

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

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[FORM OFASSIGNMENT]

I or we assign to

PLEASE INSERT SOCIALSECURITYOR OTHER IDENTIFYING NUMBER

(please print ortype name and address)

the within Note and all rights thereunder, and herebyirrevocably constitutes and appoints

attorney to transfer the Note on the books of theCompany 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: |                                                                                                                                                                                                                                                             |   |
|                       |                                                                                                                                                                                                                                                                  |        |        |        |  |  |

 

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OPTION OF HOLDERTO ELECT PURCHASE

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

Section 4.14[          ] Section 4.15[          ]

If you want to elect to have only part of this Notepurchased by the Company pursuant to Section 4.14 or Section 4.15 of theIndenture, 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)                                 |                                      |
|                      |                                                            |                                           |                 |        |        |  |

 

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EXHIBIT A-4

[FORM OFUNRESTRICTED EURO NOTE]

HUNTSMANINTERNATIONAL LLC

6 7/8% SeniorSubordinated Note due 2013

No.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             EU[    ]ISIN

HUNTSMAN INTERNATIONAL LLC, a Delaware limitedliability company (the “Company”), for value received, promises to pay to                     or registered assigns, the principal sum of                     ,on November 15, 2003.

Interest Payment Dates:  November 15 and May 15

Record Dates: November 1 and May 1

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

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IN WITNESS WHEREOF, the Company has caused this Noteto be signed manually or by facsimile by its duly authorized officer.
| Dated: | HUNTSMAN INTERNATIONAL LLC |
|--------|----------------------------|
|   |                       |
|   |                       |
|   | By:                        |   |   |
|   |                       | Name: |
|   |                       | Title: |

 

Certificate ofAuthentication

This is one of the 6 7/8% Senior SubordinatedNotes due 2013 referred to in the within-mentioned Indenture.
| Dated: | Citibank, N.A., as authentication agent |
|--------|-----------------------------------------|
|   |                                    |
|   |                                    |
|   | By:                                     |   |   |
|   |                                    | Authorized Signature |

 

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(REVERSE OF EURONOTE)

6 7/8% SeniorSubordinated Note due 2013

1.                                       Interest.  HUNTSMAN INTERNATIONAL LLC, a Delawarelimited liability company (the “Company”), promises to pay interest on theprincipal amount of this Euro Note at the rate per annum shown above.  Interest on the Euro Notes will accrue fromthe most recent date on which interest has been paid or, if no interest hasbeen paid, from November 13, 2006.  TheCompany will pay interest semi-annually in arrears on each November 15 and May15 (each, an “Interest Payment Date”) and at stated maturity, commencing on May15, 2007.  Interest will be computed onthe basis of a 360-day year comprised of twelve 30-day months.

The Company shall pay interest on overdue principaland on overdue installments of interest from time to time on demand at the rateborne by the Euro Notes (without regard to any applicable grace periods) to theextent lawful.

2.                                       Methodof Payment.  The Company shall payinterest on the Euro Notes (except defaulted interest) to the Persons who arethe registered Holders at the close of business on the Record Date immediatelypreceding the Interest Payment Date even if the Euro Notes are cancelled onregistration of transfer or registration of exchange after such RecordDate.  Holders must surrender Euro Notesto a Paying Agent to collect principal payments.  The Company shall pay principal, premium andinterest on the Euro Notes in euros. However, the Company may pay principal, premium and interest by itscheck payable in euros.  The Company maydeliver any such interest payment to the Euro Paying Agent or to a Holder atthe Holder’s registered address.

3.                                       PayingAgent and Registrar.  InitiallyCitibank, N.A. will act as Paying Agent for the Euro Notes and Citigroup GlobalMarkets Deutschland AG & Co KGaA will act as Registrar for the EuroNotes.  The Company may change any PayingAgent, 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 Euro Notes under anIndenture, dated as of November 13, 2006 (the “Indenture”), among the Company,each of the Guarantors named therein and the Trustee.  This Euro Note is one of a duly authorizedissue of Euro Notes of the Company designated as its euro denominated6 7/8% Senior Subordinated Notes due 2013 (the “Euro Notes”) which may beissued under the Indenture.  The Companyshall be entitled to issue Additional Notes pursuant to Section 2.18 of theIndenture.  The Euro Notes and the Company’sdollar denominated 7 7/8% Senior Subordinated Notes due 2014 (the “DollarNotes” and, together with the Euro Notes, the “Notes”) and any Additional Notesand any Exchange Notes issued in accordance with the Indenture are treated as asingle class of securities under the Indenture unless otherwise specified inthe Indenture.  Capitalized terms usedherein shall have the meanings assigned to them in the Indenture unless otherwisedefined herein.  The terms of the Notesinclude those stated in the Indenture and those made part of the Indenture byreference to the Trust Indenture Act of 1939 (15 U.S.C.  §§ 77aaa-77bbbb) (the “TIA”), as in effect onthe date of the Indenture.  Notwithstanding anything to the contrary herein,the Notes are subject to

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all such terms, and Holders of Notes are referred tothe Indenture and the TIA for a statement of them.  The Notes are senior subordinated unsecuredobligations of the Company.

5.                                       OptionalRedemption.  (a) The Euro Notes willbe redeemable, at the Company’s option, in whole at any time or in part fromtime to time, on and after November 15, 2009, upon not less than 30 nor morethan 60 days’ notice, at the following redemption prices (expressed aspercentages of the principal amount thereof) if redeemed during thetwelve-month period commencing on November 15 of the year set forth below,plus, in each case, accrued and unpaid interest thereon, if any, to the date ofredemption:
| Year                | ** ** | **Percentage** | ** ** |
|---------------------|------------|----------------|------------|
| 2009                |       | 105.156        | %          |
| 2010                |       | 103.438        | %          |
| 2011                |       | 101.719        | %          |
| 2012 and thereafter |       | 100.000        | %          |

 

(b)                                 Atany time, or from time to time, prior to January 1, 2008, the Company may, atits option, use the net cash proceeds of one or more Equity Offerings (asdefined below) to redeem up to 40% of the aggregate principal amount of EuroNotes originally issued (including the original principal amount of anyAdditional Euro Notes) at a redemption price equal to 106.875% of the principalamount thereof plus accrued and unpaid interest thereon, if any, to the date ofredemption; provided, however, that at least 60% of the aggregate principalamount of the Notes originally issued remain (including the principal amount ofany Additional Notes) outstanding immediately after any such redemption.  In order to effect the foregoing redemptionwith the proceeds of any Equity Offering, the Company shall make suchredemption not more than 120 days after the consummation of any such EquityOffering.

(c)                                  Atany time prior to November 15, 2009, the Euro Notes may be redeemed, in wholeor in part, at the option of the Company, upon not less than 30 nor more than60 days’ notice, at a redemption price (the “Make-Whole Price”) equal to thegreater of (i) 100.000% of the principal amount thereof or (ii) as determinedby an Independent Investment Banker, the present value of (A) 105.156% of theEuro Notes being redeemed as of November 15, 2009 plus (B) all requiredinterest payments due on such Euro Notes through November 15, 2009 (excludingaccrued interest), discounted to the Redemption Date on a semiannual basis (assuminga 360-day year consisting of twelve 30-day months) at the Adjusted Bund Rateplus in each case accrued interest to the Redemption Date.

6.                                       Noticeof Redemption.  Notice of redemptionwill be delivered at least 30 days but not more than 60 days before theRedemption Date to each Holder whose Euro Notes are to be redeemed at suchHolder’s registered address, except as provided in the Indenture.  Euro Notes in denominations larger than €50,000may be redeemed in part; provided, that no Euro Notes of less than €50,000may be outstanding thereafter.

7.                                       Changeof Control Offer.  In the event of aChange of Control, upon the satisfaction of the conditions set forth in theIndenture, the Company shall be required to offer to

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repurchase all of the then outstanding Notes pursuantto a Change of Control Offer at a purchase price equal to 101% of the principalamount thereof plus accrued and unpaid interest, if any, to the date of purchase.  Holders of Notes that are the subject of suchan offer to repurchase shall receive an offer to repurchase and may elect tohave such Notes repurchased in accordance with the provisions of the Indenturepursuant to and in accordance with the terms of the Indenture.

8.                                       Limitationon Asset Sales.  Under certaincircumstances set forth in Section 4.15 of the Indenture, the Company isrequired to apply the net proceeds from Asset Sales to offer to repurchase theNotes at a price equal to 100% of the principal amount thereof plus accrued andunpaid interest thereon, if any, to the date of repurchase.

9.                                       Denominations;Transfer; Exchange.  The Euro Notesare in fully registered form only, without coupons, in denominations of €50,000and integral multiples of €1,000 in excess thereof.  A Holder shall register the transfer orexchange of Notes in accordance with the Indenture.  The Registrar may require a Holder, amongother things, to furnish appropriate endorsements and transfer documents and topay certain transfer taxes or similar governmental charges payable inconnection therewith as permitted by the Indenture.  The Registrar need not register the transferor exchange of any Notes during a period beginning 15 days before the mailingof a redemption notice for any Notes or portions thereof selected forredemption.

10.                                 PersonsDeemed Owners.  The registered Holderof a Note shall be treated as the owner of it for all purposes.

11.                                 UnclaimedMoney.  If money for the payment of principalor interest remains unclaimed for one year, the Trustee and the Paying Agentwill pay the money back to the Company. After that, all liability of the Trustee and such Paying Agent withrespect to such money shall cease.

12.                                 DischargePrior to Redemption or Maturity.  Ifthe Company at any time deposits with the Trustee euros or non-callable EuroObligations sufficient to pay the principal of, premium and interest on theEuro Notes to redemption or maturity and complies with the other provisions ofthis Indenture relating thereto, the Company will be discharged from certainprovisions of the Indenture and the Euro Notes (including certain covenants,but excluding its obligation to pay the principal of, premium and interest onthe Euro Notes).

13.                                 Amendment;Supplement; Waiver.  The Indenture orthe Notes may be amended or supplemented as provided in the Indenture.

14.                                 RestrictiveCovenants.  The Indenture imposescertain limitations on the ability of the Company and its Subsidiaries to,among other things, incur additional Indebtedness, pay dividends or makecertain other restricted payments, enter into transactions with Affiliates,create dividend or other payment restrictions affecting Restricted Subsidiariesand merge or consolidate with any other Person, sell, assign, transfer, lease,convey or otherwise dispose of all or substantially all of its assets or adopta plan of liquidation.  Such limitationsare subject to a number of important qualifications and exceptions.  The Company must annually report to theTrustee on compliance with such limitations.

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

16.                                 Defaultsand Remedies.  If an Event of Defaultoccurs and is continuing, the Trustee or the Holders of at least 25% inprincipal amount of the then outstanding Notes (including any Additional Notes)may declare all the Notes to be due and payable in the manner, at the time andwith the effect provided in the Indenture. Holders of Notes may not enforce the Indenture or the Notes except asprovided in the Indenture.  The Trusteeis not obligated to enforce the Indenture or the Notes unless it has beenoffered indemnity or security reasonably satisfactory to it.  The Indenture permits, subject to certainlimitations therein provided, Holders of a majority in aggregate principalamount of the Notes (including any Additional Notes) then outstanding to directthe Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders ofNotes notice of any continuing Default or Event of Default (except a Default inpayment of principal or interest) if it determines in good faith thatwithholding notice is in their interest.

17.                                 TrusteeDealings with Company.  The Trusteeunder the Indenture, in its individual or any other capacity, may become theowner or pledgee of Notes and may otherwise deal with the Company, itsRestricted and Unrestricted Subsidiaries or their respective Affiliates as ifit were not the Trustee.

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

19.                                 Authentication.  This Note shall not be valid until theTrustee or authenticating agent manually signs the certificate ofauthentication on this Note.

20.                                 GoverningLaw.  This Note shall be governed by,and construed in- accordance with, the laws of the State of New York.

21.                                 Abbreviationsand Defined Terms.  Customaryabbreviations 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 incommon), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

22.                                 CUSIP/ISINNumbers.  The Company may cause CUSIPand/or ISIN numbers to be printed on the Notes as a convenience to the Holdersof the Notes.  No representation is madeas to the accuracy of such numbers as printed on the Notes and reliance may beplaced only on the other identification numbers printed hereon.

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23.                                 Indenture.  Each Holder, by accepting a Note, agrees tobe bound by all of the terms and provisions of the Indenture, as the same maybe amended from time to time.  Capitalizedterms used herein and not defined herein have the meanings ascribed thereto inthe Indenture.

24.                                 Guarantees.  This Note will be entitled to the benefits ofcertain senior subordinated Guarantees made for the benefit of theHolders.  Reference is hereby made to theIndenture for a statement of the respective rights, limitations of rights, dutiesand obligations thereunder of the Guarantors, the Trustee and the Holders.

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

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[FORM OFASSIGNMENT]

I or we assign to

PLEASE INSERT SOCIALSECURITYOR OTHER IDENTIFYING NUMBER

(please print ortype name and address)

the within Note and allrights thereunder, and hereby irrevocably constitutes and appoints

attorney to transfer theNote on the books of the Company with full power of substitution in thepremises.
| 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: |                                                                                                                                                                                                                                                             |   |
|                       |                                                                                                                                                                                                                                                                  |        |        |        |  |  |

 

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OPTION OF HOLDERTO ELECT PURCHASE

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

Section 4.14[          ] Section 4.15[          ]

If you want to elect to have only part of this Notepurchased by the Company pursuant to Section 4.14 or Section 4.15 of theIndenture, 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)                                 |                                      |
|                      |                                                            |                                           |                 |        |        |  |

 

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EXHIBIT B

FORM OF LEGEND FORGLOBAL SECURITY

Any Global Security authenticated and deliveredhereunder shall bear a legend (which would be in addition to any other legendsrequired in the case of a Restricted Security) in substantially the followingform:

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

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZEDREPRESENTATIVE OF THE DEPOSITORY, TO THE COMPANY OR ITS AGENT FOR REGISTRATIONOF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED INTHE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY OR IN SUCH OTHER NAMEAS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANYPAYMENT IS MADE TO ITS NOMINEE OR TO SUCH OTHER ENTITY AS IS REQUESTED BY ANAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USEHEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THEREGISTERED OWNER HEREOF, A NOMINEE OF THE DEPOSITORY, HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TOTRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY OR ITSNOMINEE OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OFPORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE INACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.

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EXHIBIT C-1

FORM OF TRANSFERCERTIFICATERESTRICTED GLOBAL SECURITY TOREGULATION S GLOBAL SECURITY

(Transferspursuant to Sections 2.16(a)(ii) of the Indenture)

Wells Fargo Bank,National AssociationSixth Street and Marquette AvenueMAC N9303-120Minneapolis, Minnesota 55479Attention: Corporate Trust Services

Citibank, N.A.5 Carmelite StreetLondon EC4Y 0PAAttention: Bond Agency

Huntsman InternationalLLC500 Huntsman WaySalt Lake City, Utah 84108Attention:  Secretary

Attention: CorporateTrust Services

Re:                               HuntsmanInternational LLC 7 7/8% Dollar-Denominated SeniorSubordinated Notes due 2014 [6 7/8% Euro-Denominated SeniorSubordinated Notes due 2013] (the “Securities”)

Reference is hereby made to the Indenture, dated as ofNovember 13, 2006 between the Company and Wells Fargo Bank, NationalAssociation, as trustee, (the “Indenture”). Terms used but not defined herein and defined in Regulation S under theU.S. Securities Act of 1933 (the “Securities Act”) or in the Indenture shallhave the meanings given to them in Regulation S or the Indenture, as the casemay be.

This certificate relates to U.S.$[EU]          principal amount of Securities, which are evidenced by the followingcertificate(s) (the “Specified Securities”):

[CUSIP][CINS][ISIN] No(s).  

CERTIFICATE No(s). 

The person in whose name this certificate is executedbelow (the “Undersigned”) hereby certifies that either (i) it is the solebeneficial owner of the Specified Securities or (ii) it is acting on behalf ofall the beneficial owners of the Specified Securities and is duly authorized bythem to do so.  Such beneficial owner orowners are referred to herein collectively as the “Owner”.  If the Specified

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Securities are represented by a Global Security, theyare held through the appropriate Depositary or an Agent Member in the name ofthe Undersigned, as or on behalf of the Owner.

The Owner has requested that the Specified Securitiesbe transferred to a person (the “Transferee”) who will take delivery in theform of an interest in the Regulation S Global Security.  In connection with such transfer, the Ownerhereby certifies that such transfer is being effected in accordance with Rule904 under the Securities Act and with all applicable securities laws of thestates of the United States and other jurisdictions.  Accordingly, the Owner hereby further certifiesas follows:

1.  the Owner isnot a distributor of the Specified Securities, an Affiliate of the Company orany such distributor or a person acting on behalf of any of the foregoing;

2.  the offer ofthe Specified Securities was not made to a person in the United States;

3.  either:

(a)  at the time the buy order was originated, theTransferee was outside the United States or the Owner and any person acting onits behalf reasonably believed that the Transferee was outside the UnitedStates; or

(b)  the transaction is being executed in, on orthrough the facilities of the Eurobond market, as regulated by the Associationof International Bond Dealers, or another designated offshore securities marketand neither the Owner nor any person acting on its behalf knows that the transactionshave been prearranged with a buyer in the United States;

4.  no directedselling efforts have been made in the United States by or on behalf of theOwner or any Affiliate thereof;

5.  if the Owneris a dealer in securities or has received a selling concession, fee or otherremuneration in respect of the Specified Securities, and the transfer is tooccur during the Restricted Period, then the requirements of Rule 904(c)(1)have been satisfied;

6.  thetransaction is not part of a plan or scheme to evade the registration requirementsof the Securities Act; and

7.  uponcompletion of the transaction, the beneficial interest being transferred willbe held through an Agent Member acting for and on behalf of Euroclear orClearstream.

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This certificate and the statements contained hereinare made for your benefit and the benefit of the Company and the InitialPurchasers 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 C-2

FORM OF TRANSFERCERTIFICATERESTRICTED GLOBAL SECURITY TO UNRESTRICTEDGLOBAL SECURITY

(TransfersPursuant to Sections 2.16(a)(iii) and 2.16(b)(ii) of the Indenture)

Wells Fargo Bank,National AssociationSixth Street and Marquette AvenueMAC N9303-120Minneapolis, Minnesota 55479Attention: Corporate Trust Services

Citibank, N.A.5 Carmelite StreetLondon EC4Y 0PAAttention: Bond Agency

Huntsman InternationalLLC500 Huntsman WaySalt Lake City, Utah 84108Attention:  Secretary

Re:                               HuntsmanInternational LLC 7 7/8% Dollar-Denominated SeniorSubordinated Notes due 2014 [6 7/8% Euro-Denominated SeniorSubordinated Notes due 2013] (the “Securities”)

Reference is hereby made to the Indenture, dated as ofNovember 15, 2006 between the Company, the Guarantors named therein and WellsFargo Bank, National Association, as trustee, (the “Indenture”).  Terms used but not defined herein and definedin Regulation S under the U.S. Securities Act of 1933 (the “Securities Act”) orin the Indenture shall have the meanings given to them in Regulation S or theIndenture, as the case may be.

This certificate relates to [U.S.$][EU]        principal amount of Securities, which are evidenced by the followingcertificate(s) (the “Specified Securities”):

[CUSIP][CINS][ISIN] No(s). 

CERTIFICATE No(s). 

The person in whose name this certificate is executedbelow (the “Undersigned”) hereby certifies that either (i) it is the solebeneficial owner of the Specified Securities or (ii) it is acting on behalf ofall the beneficial owners of the Specified Securities and is duly authorized bythem to do so.  Such beneficial owner orowners are referred to herein collectively as the “Owner”.  If the Specified Securities are representedby a Global Security, they are held through

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the appropriate Depositary or an Agent Member in thename of the Undersigned, as or on behalf of the Owner.

The Owner has requested that the Specified Securitiesbe transferred to a person (the “Transferee”) who will take delivery in theform of an interest in the Unrestricted Global Security.  In connection with such transfer, the Ownerhereby certifies that such transfer is being effected in accordance with Rule904 or Rule 144 under the Securities Act and with all applicable securitieslaws of the states of the United States and other jurisdictions.  Accordingly, the Owner hereby furthercertifies as follows:

(1)                                  Rule904 Transfers.  If the transfer is beingeffected in accordance with Rule 904:

(A)                              theOwner is not a distributor of the Specified Securities, an Affiliate of theCompany or any such distributor or a person acting on behalf of any of theforegoing;

(B)                                theoffer of the Specified Securities was not made to a person in the UnitedStates;

(C)                                either:

(i)                                     atthe time the buy order was originated, the Transferee was outside the UnitedStates or the Owner and any person acting on its behalf reasonably believedthat the Transferee was outside the United States; or

(ii)                                  thetransaction is being executed in, on or through the facilities of the Eurobondmarket, as regulated by the Association of International Bond Dealers, oranother designated offshore securities market and neither the Owner nor anyperson acting on its behalf knows that the transactions has been prearrangedwith a buyer in the United States;

(D)                               nodirected selling efforts have been made in the United States by or on behalf ofthe Owner or any Affiliate thereof;

(E)                                 ifthe Owner is a dealer in securities or has received a selling concession, feeor other remuneration in respect of the Specified Securities, and the transferis to occur during the Restricted Period, then the requirements of Rule904(c)(1) have been satisfied; and

(F)                                 thetransaction is not part of a plan or scheme to evade the registrationrequirements of the Securities Act.

(2)                                  Rule144 Transfers.  If the transfer is beingeffected pursuant to Rule 144:

(A)                              thetransfer is occurring after [date one year after the latest date of issuance ofany of the Specified Securities] and is being effected in accordance

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with the applicableamount, manner of sale and notice requirements of Rule 144; or

(B)                                thetransfer is occurring after [date two years after the latest date of issuanceof any of the Specified Securities] and the Owner is not, and during the precedingthree months has not been, an Affiliate of the Company.

This certificate and the statements contained hereinare made for your benefit and the benefit of the Company and the InitialPurchasers 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 orfiduciary, the title of the person signing on behalf of the Undersigned must bestated.)

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EXHIBIT C-3

FORM OF TRANSFERCERTIFICATE —REGULATION S GLOBAL SECURITY TORESTRICTED GLOBAL SECURITY

(Transfers to QIBsPursuant to Sections 2.16(a)(iv) of the Indenture)

Wells Fargo Bank,National AssociationSixth Street and Marquette AvenueMAC N9303-120Minneapolis, Minnesota 55479Attention: Corporate Trust Services

Citibank, N.A.5 Carmelite StreetLondon EC4Y 0PAAttention: Bond Agency

Huntsman InternationalLLC500 Huntsman WaySalt Lake City, Utah 84108Attention:  Secretary

Re:                               HuntsmanInternational LLC 7 7/8% Dollar-Denominated SeniorSubordinated Notes due 2014 [6 7/8% Euro-Denominated SeniorSubordinated Notes due 2013 ] (the “Securities”)

Reference is hereby made to the Indenture, dated as ofNovember 13, 2006 between the Company, the Guarantors named therein and WellsFargo Bank, National Association, as trustee, (the “Indenture”).  Terms used but not defined herein and definedin Regulation S under the U.S. Securities Act of 1933 (the “Securities Act”) orin the Indenture shall have the meanings given to them in Regulation S or theIndenture, as the case may be.

This certificate relates to U.S.$[EU]            principal amount of Securities, which are evidenced by the followingcertificate(s) (the “Specified Securities”):

[CUSIP][CINS][ISIN] No(s).  

CERTIFICATE No(s). 

The person in whose name this certificate is executedbelow (the “Undersigned”) hereby certifies that either (i) it is the solebeneficial owner of the Specified Securities or (ii) it is acting on behalf ofall the beneficial owners of the Specified Securities and is duly authorized bythem to do so.  Such beneficial owner orowners are referred to herein collectively as the “Owner”.  If the Specified Securities are representedby a Global Security, they are held through

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the appropriate Depositary or an Agent Member in thename of the Undersigned, as or on behalf of the Owner.

The Owner has requested that the Specified Securitiesbe transferred to a person (the “Transferee”) who will take delivery in theform of an interest in the Restricted Global Security.  In connection with such transfer, the Ownerhereby certifies that such transfer is being effected in accordance with Rule144A under the Securities Act and with all applicable securities laws of thestates of the United States and other jurisdictions.  Accordingly, the Owner hereby furthercertifies as follows:

(1)                                  theSpecified Securities are being transferred to a person that the Owner and anyperson acting on its behalf reasonably believe is a “qualified institutional buyer”within the meaning of Rule 144A, acquiring for its own account or for theaccount of a qualified institutional buyer; and

(2)                                  theOwner and any person acting on its behalf have taken reasonable steps to ensurethat the Transferee is aware that the Owner may be relying on Rule 144A inconnection with the transfer.

This certificate and the statements contained hereinare made for your benefit and the benefit of the Company and the InitialPurchasers 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 orfiduciary, the title of the person signing on behalf of the Undersigned must bestated.)

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EXHIBIT D

FORM OFCERTIFICATE TO BEDELIVERED IN CONNECTION WITHTRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS

(TransfersPursuant to Section 2.17(a) of the Indenture)

Wells Fargo Bank,National AssociationSixth Street and Marquette AvenueMAC N9303-120Minneapolis, Minnesota 55479Attention: Corporate Trust Services

Citibank, N.A.5 Carmelite StreetLondon EC4Y 0PAAttention: Bond Agency

Huntsman InternationalLLC500 Huntsman WaySalt Lake City, Utah 84108Attention:  Secretary

Re:                               HuntsmanInternational LLC 7 7/8% Dollar-Denominated SeniorSubordinated Notes due 2014 [6 7/8% Euro-Denominated SeniorSubordinated Notes due 2013] (the “Securities”)

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as ofNovember 13, 2007 between the Company and Wells Fargo Bank, NationalAssociation, as trustee (the “Indenture”). Terms used but not defined herein have the meanings given to them in theIndenture.

This certificate relates to [U.S. $] [EU]        principal amount of Securities, which are evidenced by the followingcertificate(s):

1.  Weunderstand that the Securities have not been registered under the SecuritiesAct of 1933, as amended (the “Securities Act”), and may not be sold except aspermitted in the following sentence.  Weunderstand and agree, on our own behalf and on behalf of any accounts for whichwe are acting as hereinafter stated, (x) that such Securities are being offeredonly in a transaction not involving any public offering within two years afterthe date of the original issuance of the Securities or if within three monthsafter we cease to be an affiliate (within the meaning of Rule 144 under theSecurities Act) of the Company, such Securities may be resold, pledged ortransferred only (i) to the Company, (ii) so long as the Securities areeligible for resale pursuant to Rule 144A under the Securities Act (“Rule 144A”),to a person whom we reasonably believe is a “qualified institution buyer” (asdefined in Rule 144A) (“QIB”) that purchases

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for its own account or for the account of a QIB towhom notice is given that the resale, pledge or transfer is being made inreliance on Rule 144A (as indicated by the box checked by the transferor on theCertificate of Transfer on the reverse of the certificate for the Securities),(iii) in an offshore transaction in accordance with Regulation S under theSecurities Act (as indicated by the box checked by the transferor on theCertificate of Transfer on the reverse of the Note if the Note is not inbook-entry form), and, if such transfer is being effected by certaintransferors prior to the expiration of the “40-day distribution complianceperiod” (within the meaning of Rule 903(b)(2) of Regulation S under theSecurities Act), a certificate that may be obtained from the Trustee is deliveredby the transferee, (iv) to an institution that is an “accredited investor” asdefined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (asindicated by the box checked by the transferor on the Certificate of Transferon the reverse of the certificate for the Securities) which has certified tothe Company and the Trustee for the Securities that it is such an accreditedinvestor and is acquiring the Securities for investment purposes and not fordistribution (provided that no Securities purchased from a foreign purchaser orfrom any person other than a QIB or an institutional accredited investorpursuant to this clause (iii) shall be permitted to transfer any Securities sopurchased to an institutional accredited investor pursuant to this clause (iv)prior to the expiration of the “applicable restricted period” (within themeaning of Regulation S under the Securities Act), (v) pursuant to an exemptionfrom registration under the Securities Act provided by Rule 144 (if applicable)under the Securities Act, or (vi) pursuant to an effective registrationstatement under the Securities Act, in each case in accordance with anyapplicable securities laws of any state of the United States, and we willnotify any purchaser of the Securities from us of the above resale restriction,if then applicable.  We further understandthat in connection with any transfer of the Securities by us that the Companyand the Trustee for the Securities may request, and if so requested we willfurnish, such certificates, legal opinions and other information as they mayreasonably require to confirm that any such transfer complies with theforegoing restrictions.

2.  We are ableto fend for ourselves in the transactions contemplated by this OfferingCircular, we have such knowledge and experience in financial and businessmatters as to be capable of evaluating the merits and risks of our investmentin the Securities, and we and any accounts for which we are acting are eachable to bear the economic risk of our or its investment and can afford thecomplete loss of such investment.

3.  Weunderstand that the Company and others will rely upon the truth and accuracy ofthe foregoing acknowledgments, representations and agreements and we agree thatif any of the acknowledgments, representations and warranties deemed to havebeen made by us by our purchase of Securities, for our own account or of one ormore accounts as to each of which we exercise sole investment discretion, areno longer accurate, we shall promptly notify the Company.

4.  We areacquiring the Securities purchased by us for investment purposes and not fordistribution of our own account or for one or more accounts as to each of whichwe exercise sole investment discretion and we are or such account is aninstitutional “accredited investor” (as defined in rule 501(a)(1), (2), (3) or(7) of Regulation D under the Securities Act).

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5.  You areentitled to rely upon this letter and you are irrevocably authorized to producethis letter or a copy hereof to any interested party in any administrative orlegal proceeding or official inquiry with respect to the matters coveredhereby.
|   | Very truly yours,    |
|--------|----------------------|
|   |                 |
|   |                 |   |
|   | (Name of  Purchaser) |
|   |                 |
|   |                 |
|   | By:                  |   |   |
|   |                 |
|   |                 |
| Date:  |                 |
|        |                      |  |  |

 

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EXHIBIT E

GUARANTEE

For value received, the undersigned herebyunconditionally guarantees, as principal obligor and not only as a surety, tothe Holder of this Note the payments of principal of, premium, if any, andinterest on this Note in the amounts and at the times when due and interest onthe overdue principal, premium, if any, and interest, if any, of this Note, iflawful, and the payment or performance of all other obligations of the Companyunder the Indenture (as defined below) or the Notes, to the Holder of this Noteand the Trustee, all in accordance with and subject to the terms andlimitations of this Note, Article Eleven of the Indenture and thisGuarantee.  This Guarantee will becomeeffective in accordance with Article Eleven of the Indenture and its termsshall be evidenced therein.  The validityand enforceability of any Guarantee shall not be affected by the fact that itis not affixed to any particular Note.

Capitalized terms used but not defined herein shallhave the meanings ascribed to them in the Indenture dated as of November 13,2006, among HUNTSMAN INTERNATIONAL LLC as issuer (the “Company”), each of theGuarantors named therein and Wells Fargo Bank, National Association, as trustee(the “Trustee”), as amended or supplemented (the “Indenture”).

The obligations of the undersigned to the Holders ofNotes and to the Trustee pursuant to this Guarantee and the Indenture areexpressly set forth in Article Eleven of the Indenture (including, withoutlimitation, the applicable limitations on this Guarantee as set forth inSection 11.02 of the Indenture and the provisions relating to the release ofthis Guarantee as set forth in Section 11.04 of the Indenture) and reference ishereby made to the Indenture for the precise terms of the Guarantee and all ofthe other provisions of the Indenture to which this Guarantee relates.

THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  The undersigned Guarantor hereby agrees tosubmit to the jurisdiction of the courts of the State of New York in any actionor proceeding arising out of or relating to this Guarantee.

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

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IN WITNESS WHEREOF, each Guarantor has caused itsGuarantee to be duly executed.
| Date:  |                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                    , |
|   | as Guarantor                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | By:                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                | Name:  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                | Title: |

 

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