Exhibit 10.1

AGREEMENT OF COMPROMISE AND SETTLEMENT

This Agreement of Compromise and Settlement (the “Agreement” or “Settlement”) is entered into as of June 22, 2009, between and among Credit Suisse Securities (USA) LLC (“CS”) and Deutsche Bank Securities Inc. (“DB”) (together, the “Lenders”) on the one hand, and Huntsman Corporation (“Huntsman”) on the other hand (the Lenders and Huntsman are each sometimes referred to herein as a “Party”, or collectively as the “Parties”):

RECITALS

WHEREAS, the Parties are presently engaged in the trial of a lawsuit entitled Huntsman Corporation v. Credit Suisse Securities (USA) LLC and Deutsche Bank Securities, Inc., Cause No. ▇▇-▇▇-▇▇▇▇▇ (District Court, 9th Judicial District, ▇▇▇▇▇▇▇▇▇▇ County, Texas (the “Court”)) (the “Litigation”);

WHEREAS, the Parties were unable to settle the matter prior to trial;

WHEREAS, on June 19, the duly authorized members of the Huntsman Litigation Committee met personally with representatives of the Lenders to discuss whether a settlement could be achieved;

WHEREAS, concurrently with the execution of this Agreement the Parties have executed and delivered the Note Purchase Agreement for the 5½% Senior Notes Due 2016 and the Fourth Amendment to Credit Agreement;

WHEREAS, the Parties now wish to enter into this Agreement and into the Debt Facilities (as defined below) in order to obviate the need for further protracted and expensive litigation, with no admission of liability by any Party, which each Party expressly denies; and

WHEREAS, the Parties now wish, subject to the terms and conditions contained in this Agreement, to settle and to resolve, fully and finally, all disputes, claims and controversies between them related to the Litigation, including all claims and counterclaims that were asserted or that could have been asserted in the Litigation by any of the Parties;

NOW, THEREFORE, in consideration of the mutual promises and undertakings set forth herein, the receipt and sufficiency of which are hereby mutually acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

AGREEMENT

1.             Payment.

On or before June 23, 2009, CS and DB, or their respective affiliates, each shall make a payment to Huntsman in the amount of $310,000,000, for a total of $620,000,000 (the “Settlement Amount”), it being agreed that each of CS and DB shall remain obligated to make their respective $310,000,000 payment until it is paid in full.  On the same date, CS and DB, or their respective affiliates, shall reimburse Huntsman’s litigation costs and attorneys’ fees in the Litigation, up to a maximum cap of $6,000,000 each, for a total maximum cap of $12,000,000 (the “Attorneys’ Fees Amount”), upon certification by Huntsman’s General Counsel that Huntsman has incurred litigation costs and attorneys’ fees equal to or in excess of the Attorneys’ Fees Amount, it being agreed that each of CS and DB shall remain obligated to make their respective payment of the Attorneys’ Fees Amount until it is paid in full.  The Settlement Amount and the Attorneys’ Fees Amount are referred to herein as the “Settlement Payments”.  The Settlement Payments shall be made by wire transfer to:

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ABA No:     ▇▇▇▇▇▇▇▇▇
Swift Code: ▇▇▇▇▇▇▇▇
Bank Name:  Mellon Bank, Pittsburgh, PA
Address:    ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇, ▇▇

Beneficiary:      Huntsman Corporation
Account No: 020-5479

2.             The Debt Facilities.

On or before June 23, 2009, CS and DB, or their respective affiliates, will also provide the term loans described in Exhibit A (the “Additional Term Loans”) and purchase the notes described in Exhibit B (the “Notes” and, together with the Additional Term Loans, the “Debt Facilities”), in each case with and upon the terms and subject to the conditions set forth herein (including the exhibits hereto) and in the Debt Facilities agreements, it being agreed that CS and DB shall remain obligated to perform under this paragraph until the Debt Facilities are funded in full.  The Debt Facilities shall be funded by wire transfer to:

ABA No:     ▇▇▇▇▇▇▇▇▇
Swift Code: ▇▇▇▇▇▇▇▇
Bank Name:  Mellon Bank, Pittsburgh, PA
Address:    ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇, ▇▇

Beneficiary:      Huntsman International LLC
Account No: 021-6987

3.             Effective Date.

The “Effective Date” for this Agreement shall be the date on which Huntsman has received immediately available funds in the amount of the Settlement Payments and principal amount of the Debt Facilities.

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4.             Dismissal.

On the Effective Date, after Huntsman has received immediately available funds in the amounts due under paragraphs 1 and 2 herein, the Parties shall execute and cause to be filed with the Court a Stipulation and [Proposed] Order of Dismissal With Prejudice in the form attached hereto as Exhibit C, and the Parties shall request that the jury be dismissed.

5.             Releases Among the Parties.

(a)           Effective upon the Effective Date, Huntsman, on its own behalf, and on behalf of its affiliates, heirs, executors, advisors, parents, subsidiaries, stockholders, directors, employees, officers, administrators, successors, custodians, agents, representatives, attorneys, servants, auditors, partners, insurers and assigns (the “Huntsman Releasors”) hereby release, discharge and dismiss any and all claims, actions, causes of action, suits, liabilities, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, expenses, losses and demands whatsoever in law, and in equity or otherwise, whether presently known or unknown, accrued or not accrued, foreseen or unforeseen, matured or not matured (“Claims”), which the Huntsman Releasors ever had, now have or hereafter can, shall or may have against the Lenders and the Lenders’ current or former respective advisors, agents, servants, attorneys, auditors, officers, directors, employees, partners, parents, subsidiaries, affiliates, insurers, stockholders, heirs, executors, administrators, successors, custodians, representatives and assigns (the “Lender Releasees”) for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the Effective Date, including without limitation any Claims that were or could have been asserted in the Litigation.  This release does

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not include and does not release the Lender Releasees from (a) any obligations or Claims under this Agreement or the Debt Facilities, or (b) any obligations under any other agreements between the Parties in effect on the Effective Date or any Claims under such other agreements that are based on actions taken or not taken by a Lender Releasee after the Effective Date.  Such release by the Huntsman Releasors shall be expressly conditioned upon the receipt of the payments required under paragraphs 1 and 2 of this Agreement.

(b)           Effective upon the Effective Date, the Lenders, on their own behalf, and on behalf of their affiliates, heirs, executors, advisors, parents, subsidiaries, stockholders, directors, employees, officers, administrators, successors, custodians, agents, representatives, attorneys, servants, auditors, partners, insurers and assigns (the “Lender Releasors”) hereby release, discharge and dismiss any Claims which the Lender Releasors ever had, now have or hereafter can, shall or may have against Huntsman and Huntsman’s current or former respective advisors, agents, servants, attorneys, auditors, officers, directors, employees, partners, parents, subsidiaries, affiliates, insurers, stockholders, heirs, executors, administrators, successors, custodians, representatives and assigns (the “Huntsman Releasees”) for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the Effective Date, including without limitation any Claims that were or could have been asserted in the Litigation.  This release does not include and does not release the Huntsman Releasees from (a) any obligations or Claims under this Agreement or the Debt Facilities or (b) any obligations under any other agreements between the Parties in effect on the Effective Date or any Claims under such other agreements that are based on actions taken or not taken by a Huntsman Releasee after

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the Effective Date.  Such release by the Lender Releasors shall be expressly conditioned upon dismissal with prejudice of the Litigation.

(c)           To ensure that the releases contained in sub-paragraphs (a) and (b) above are fully enforced in accordance with their terms, the Parties acknowledge that each of them is familiar with Section 1542 of the Civil Code of California and hereby expressly, knowingly and voluntarily waive and relinquish, to the fullest extent permitted by law, the provisions, protections, rights and benefits afforded by that Section, which provides as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Huntsman and the Lenders also hereby expressly, knowingly and voluntarily waive and relinquish all provisions, protections, rights and benefits they may have under comparable or similar statutes and principles of common law in any jurisdiction.

6.             Covenant Not to ▇▇▇.

Huntsman covenants, on behalf of itself and the Huntsman Releasors, and each Lender covenants, on behalf of itself and its respective Lender Releasors, not to bring or continue any Claim released in paragraph 5 before any court, arbitrator or other tribunal in any jurisdiction.  Any Party, and any other entity or person released by paragraph 5, may plead this Agreement as a complete bar to any Claim brought in derogation of this covenant not to ▇▇▇.

7.             Indemnification.

(a)           Effective upon the Effective Date, Huntsman shall defend, indemnify and hold harmless the Lender Releasees from the Claims released in paragraph 5(a) above, regardless of whether brought by Huntsman or by another Huntsman Releasor, and for any attorneys’ fees,

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costs or expenses incurred in defending or responding to such Claims to the extent asserted after the Effective Date.

(b)           Effective upon the Effective Date, the Lenders shall defend, indemnify and hold harmless the Huntsman Releasees from the Claims released in paragraph 5(b) above, regardless of whether brought by either or both Lenders or by another Lender Releasor, and for any attorneys’ fees, costs or expenses incurred in defending or responding to such Claims to the extent asserted after the Effective Date..

8.             Partial Release of the Hexion and Apollo Releasees.

The Lenders hereby release Hexion Specialty Chemicals, Inc., Hexion LLC, Nimbus Merger Sub Inc. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “Hexion Releasees”) and Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P., Apollo Investment Fund V, L.P., Apollo Overseas Partners V, L.P., Apollo Netherlands Partners V(A), L.P., Apollo Netherlands Partners V(B), L.P., Apollo German Partners V GmbH & Co. KG, Apollo Investment Fund VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P., Apollo Overseas Partners (Germany) VI, L.P., Apollo Advisors, IV, L.P., Apollo Management IV, L.P., Apollo Advisors, V, L.P., Apollo Management V, L.P., Apollo Advisors, VI, L.P., Apollo Management VI, L.P., Apollo Management , L.P., Apollo Global Management, LLC, ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the “Apollo Releasees”) from any and all liability that the Hexion Releasees or the Apollo Releasees may have to the Lenders that in any way relates to or arises out of any claims made by Huntsman against the Lenders, provided that, notwithstanding the foregoing, the Hexion Releasees and the Apollo Releasees shall not be (and are not) released from:

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(a) Any obligation to indemnify the Lenders for the legal fees and costs that the Lenders have incurred in connection with the Litigation or any other litigation relating to the facts and transactions at issue in this Litigation, including but not limited to the litigations entitled Hexion Specialty Chemicals, Inc., Hexion LLC and Nimbus Merger Sub Inc. v. Credit Suisse, Cayman Islands Branch, Credit Suisse Securities (USA) LLC, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., and Deutsche Bank Trust Company Americas, Index No. 114552/08 (New York Supreme Court, New York County) and Hexion Specialty Chemicals, Inc.; Nimbus Merger Sub Inc.; Apollo Investment Fund IV, L.P.; Apollo Overseas Partners IV, L.P.; Apollo Advisors IV, L.P.; Apollo Management IV, L.P.; Apollo Investment Fund V, L.P.; Apollo Overseas Partners V, L.P.; Apollo Netherlands Partners V(A), L.P.; Apollo Netherlands Partners V(B), L.P.; Apollo German Partners V GmbH & Co. Kg; Apollo Advisors V, L.P.; Apollo Management V, L.P.; Apollo Investment Fund VI, L.P.; Apollo Overseas Partners VI, L.P.; Apollo Overseas Partners (Delaware) VI, L.P.; Apollo Overseas Partners (Delaware 892) VI, L.P.; Apollo Overseas Partners (Germany) VI, L.P.; Apollo Advisors VI, L.P.; Apollo Management VI, L.P.; Apollo Management, L.P.; and Apollo Global Management, LLC ▇. ▇▇▇▇▇▇▇▇ Corp., C.A. No. 3841-VCL (Court of Chancery, Delaware); and

(b) any obligation to indemnify the Lenders for Huntsman’s attorneys’ fees and costs in this Litigation that the Lenders have agreed to reimburse to Huntsman under this Agreement, provided that if a Hexion Releasee or an Apollo Releasee would be entitled, under the Apollo Settlement Agreement dated December 14, 2008, to recover from Huntsman any amount paid to the Lenders pursuant to such obligation, then such obligation to indemnify the

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Lenders for amounts described in this paragraph 8(b) shall be released, but only to the extent of the recovery from Huntsman to which such Hexion Releasee or Apollo Releasee would be entitled.

9.             Representations and Warranties.

(a)           Huntsman hereby represents and warrants to the Lenders as follows in each case with respect to itself and its affiliates:  Huntsman has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  Any person signing this Agreement on behalf of Huntsman has been duly authorized by Huntsman to do so.  No other consent, approval or authorization of any person is required in connection with the execution, delivery or performance by Huntsman of this Agreement.  Huntsman has not sold, assigned, transferred or otherwise disposed of any of the Claims or rights that are the subject of this Agreement.  The execution and delivery of this Agreement has been duly authorized by all necessary corporate action on the part of Huntsman, and this Agreement constitutes a legal, valid and binding obligation of Huntsman enforceable against Huntsman in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).  The execution, delivery and performance by Huntsman of this Agreement and the performance by Huntsman of its obligations hereunder will not (i) violate, result in any breach of, or constitute a default under (with or without notice or lapse of time or both), or result in the termination of or acceleration of performance required by, or result in a right of termination or acceleration under, any agreement, indenture, mortgage,

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deed of trust, loan, bond, lease, purchase or credit agreement to which Huntsman is bound or its corporate charter or by-laws, or any other agreement or instrument to which Huntsman or its respective properties or assets are bound, or (ii) result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or governmental authority applicable to Huntsman or any of its subsidiaries.

(b)           Each Lender hereby represents and warrants to Huntsman as follows in each case with respect to itself and its affiliates:  Each Lender has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  Any person signing this Agreement on behalf of any Lender has been duly authorized by such Lender to do so.  No other consent, approval or authorization of any person is required in connection with the execution, delivery or performance by any Lender of this Agreement.  Each Lender has not sold, assigned, transferred or otherwise disposed of any of the Claims or rights that are the subject of this Agreement.  The execution and delivery of this Agreement has been duly authorized by all necessary corporate action on the part of each Lender, and this Agreement constitutes a legal, valid and binding obligation of each Lender enforceable against that Lender in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).  The execution, delivery and performance by each Lender of this Agreement and the performance by each Lender of its obligations hereunder will not (i) violate, result in any breach of, or constitute a default under (with or without notice or lapse of time or both), or result in the termination of or

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acceleration of performance required by, or result in a right of termination or acceleration under, any agreement, indenture, mortgage, deed of trust, loan, bond, lease, purchase or credit agreement to which that Lender is bound or its corporate charter or by-laws, or any other agreement or instrument to which that Lender or its respective properties or assets are bound, or (ii) result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or governmental authority applicable to that Lender or any of its subsidiaries.

10.           Choice of Law; Waiver of Right to Jury Trial.

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas for contracts entered into and performed within the State without regard to conflicts of law principles.  Any action for breach or specific performance of this Agreement shall be brought exclusively in the Ninth District Court of ▇▇▇▇▇▇▇▇▇▇ County, Texas.  THE PARTIES AGREE TO WAIVE THEIR RIGHT TO TRIAL BY JURY WITH RESPECT TO DISPUTES UNDER THIS AGREEMENT.

The law governing the Debt Facilities shall be as specified in the Debt Facilities agreements.  After the receipt of all payments required under this Agreement, any suit or litigation arising out of the Debt Facilities shall thereafter be governed by the forum selection provisions of the Debt Facilities agreements, and such provisions shall take precedence over this provision in any dispute arising out of the Debt Facilities.

Notwithstanding anything in the preceding two paragraphs, the provisions of paragraph 8 of this Agreement shall be governed by and construed in accordance with the laws

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of the State of New York for contracts entered into and performed within the State without regard to conflicts of law principles.

11.           Compromise; No Admission of Liability.

This Agreement constitutes a compromise of matters that are in dispute between the Parties.  Neither the execution of this Agreement nor any acts undertaken pursuant to this Agreement shall be construed as an admission or evidence of any liability or wrongdoing whatsoever on the part of any party, which liability or wrongdoing is hereby expressly denied and disclaimed by every party.  Neither this Agreement, nor the fact of its execution, nor any of its provisions, shall be offered or received in evidence in any action or proceeding of any nature or otherwise referred to or used in any manner in any court or other tribunal, except in a proceeding to enforce the terms of the Settlement.

12.           Disclosures; Confidentiality.

Huntsman’s press release with respect to the settlement of the Litigation shall be substantially in the form of Exhibit D hereto, and the Lenders’ press release with respect to the settlement of the Litigation shall be substantially in the form of Exhibit E hereto (the “Press Releases”).

Other than the specific information contained in the Press Releases, the Parties agree to maintain as confidential all information related to the negotiation of this Agreement and agree that no Party shall disparage any other Party in connection with the facts and transactions at issue in this Litigation.

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13.           Integration.

This Agreement, the Debt Facilities agreements, and related documents constitute the entire agreement of the Parties, and supersede any and all prior statements, representations, promises or other agreements, written or oral, with respect to the subject matter of this Agreement.  This Agreement cannot be terminated, modified, amended or changed in any respect orally or by the conduct of the Parties.  Any termination, amendment, modification or change of this Agreement may be made only by a writing signed by all Parties or their duly authorized representatives.

14.           Successors.

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors and assigns, and upon any corporation or other entity into or with which any Party hereto may merge, combine or consolidate.

15.           Counterparts.

This Agreement may be executed in two or more counterparts, which together shall constitute one instrument.

16.           Notices.

All notices under this Agreement shall be in writing and will be deemed to have been duly delivered when delivered by hand or sent by facsimile to, or when received from a reputable overnight delivery service at, the appropriate facsimile numbers or addresses set forth below (or to or at such other facsimile numbers or addresses as may be designated by a notice delivered in accordance with the foregoing):

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if to CS

Credit Suisse Securities (USA) LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn:  R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Facsimile: (646) 424 - 9469

if to DB:

Deutsche Bank Securities Inc.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn:  ▇▇▇▇▇▇▇ ▇▇▇▇▇

Facsimile:  ▇▇▇-▇▇▇-▇▇▇▇

if to DB or CS also send a copy to:

Cravath, Swaine & ▇▇▇▇▇ LLP
Worldwide Plaza
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn:  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Facsimile:  (▇▇▇) ▇▇▇-▇▇▇▇

if to Huntsman:

Huntsman Corporation

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇

▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn:  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

▇▇▇▇▇ & ▇▇▇▇▇ LLP

▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attn:  ▇▇▇▇▇ ▇▇▇▇▇

Facsimile:  (▇▇▇) ▇▇▇-▇▇▇▇

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17.           Miscellaneous.

(a)  Each provision of this Agreement will be interpreted in such manner as to be effective and valid, but if any provision of this Agreement will be prohibited by applicable law or invalid, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

(b)  The descriptive headings of any provisions of this Agreement are inserted for convenience of reference only and do not constitute a part of this Agreement.  All exhibits and schedules referred to in this Agreement are fully incorporated into this Agreement.

(c)  Each Party acknowledges and represents that in entering into this Agreement and the Debt Facilities, it is not relying on any representations, by or on behalf of any other Party, not expressly set forth in this Agreement or in the Debt Facilities.

(d)  Each Party acknowledges and represents that it has reviewed this Agreement, the Debt Facilities, and the exhibits and schedules to each with that Party’s counsel, that each Party understands the terms of this Agreement, the Debt Facilities and its exhibits and schedules, and that they set forth the agreement of the Parties with respect to the subject matter hereof.

(e)  Each Party and counsel to each Party have reviewed and approved this Agreement, and, accordingly, any presumption or other rule of construction that any ambiguities be resolved against the drafting Party shall not be employed in the interpretation of this Agreement.

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IN WITNESS WHEREOF, this Agreement has been executed by the Parties by their duly authorized representatives signing below.

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Exhibit A

EXECUTION COPY

FOURTH AMENDMENT TO CREDIT AGREEMENT

This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 22, 2009, is entered into by and among Huntsman International LLC, a Delaware limited liability company (the “Borrower”), Deutsche Bank AG New York Branch and Credit Suisse, Cayman Islands Branch, in their capacities as lenders, and Deutsche Bank AG New York Branch, as Administrative Agent (the “Administrative Agent”) for the Lenders.  Terms used herein and not otherwise defined herein shall have the same meanings as specified in the Credit Agreement (as defined below).

RECITALS:

A.                                 The Borrower, the Lenders, the Agents and the Administrative Agent have heretofore entered into that certain Credit Agreement dated as of August 16, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B.                                   Of even date herewith, the Borrower, Deutsche Bank AG New York Branch and Credit Suisse have entered into that certain Settlement Agreement dated as of even date herewith in order to effectuate the settlement of certain disputes among the parties thereto.

C.                                   The Borrower has requested that, pursuant to Section 2.1(a)(ii) of the Credit Agreement, the Credit Agreement be amended to issue a new tranche of Dollar denominated term loans thereunder (the “Term C Loans”) in an amount equal to $500,000,000, on the terms and subject to the conditions set forth in this Amendment and the Credit Agreement as amended hereby.

D.                                  Each lender party hereto agrees to make and fund Term C Loans (the “Term C Loan Lenders”) in an amount equal to such Term C Loan Lender’s Term C Dollar Commitment, on the terms and subject to the conditions set forth in this Amendment and the Credit Agreement as amended thereby.  The proceeds of the Term C Loans may be used by the Borrower for any purpose not expressly prohibited by the Credit Agreement.

E.                                    The Term C Loans constitute, and are intended to constitute, Secured Obligations as defined in the Collateral Security Agreement and Secured Obligations as defined in the Pledge Agreement.

F.                                    This Amendment constitutes a Loan Document and these Recitals shall be construed as part of this Amendment.

NOW, THEREFORE, in consideration of the Recitals herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1                             Issuance of Term C Loans.

(a)           Subject to the terms and conditions set forth herein, each Term C Loan Lender agrees to make Term C Loans on the Fourth Amendment Effective Date to the Borrower in a principal amount equal to such Term C Loan Lender’s Term C Dollar Commitment.

(b)           Each Term C Loan Lender will make and fund Term C Loans on the Fourth Amendment Effective Date by wire transfer of immediately available funds to an account designated by the Borrower for such purpose.  The commitments of the Term C Loan Lenders are several and not joint and no such Term C Loan Lender will be responsible for any other Term C Loan Lender’s failure to make its Term C Loans.

(c)           All Term C Loans made on the Fourth Amendment Effective Date shall be Base Rate Loans.

(d)           On and after the Fourth Amendment Effective Date, each reference in the Credit Agreement to “Term Loans” shall be deemed to include a reference to the Term C Loans.

SECTION 2                             Amendments. As of the Fourth Amendment Effective Date (as defined in Section 3 hereof), the Credit Agreement is hereby amended as follows:

2.1.         The following defined terms in Section 1.1 of the Credit Agreement are hereby amended and restated in their entirety to read as follows:

“Applicable Base Rate Margin” means at any date, (i) with respect to Revolving Loans denominated in Dollars, the applicable percentage set forth in the following table under the column Applicable Base Rate Margin for Revolving Loans opposite the Most Recent Leverage Ratio as of such date, (ii) with respect to Term C Dollar Loans, 1.25% and (iii) with respect to Term B Dollar Loans, the applicable percentage set forth under the column Applicable Base Rate Margin for Term B Dollar Loans opposite the Most Recent Senior Secured Leverage Ratio as of such date:

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“Applicable Eurocurrency Margin” means at any date, (i) with respect to Term B Dollar Loans, the applicable percentage set forth in the following table under the column Applicable Eurocurrency Margin for Term B Dollar Loans opposite the Most Recent Senior Secured Leverage Ratio on such date, (ii) with respect to Term C Dollar Loans, 2.25% and (iii) with respect to Revolving Loans, the applicable percentage set forth in the following table under the column Applicable Eurocurrency Margin for Revolving Loans opposite the Most Recent Leverage Ratio on such date:

“Interest Payment Date” means (i) as to any Base Rate Loan, each Quarterly Payment Date to occur while such Loan is outstanding, (ii) as to any Eurocurrency Loan having an Interest Period of three months or less, the last day of the Interest Period applicable thereto and (iii) as to any Eurocurrency Loan having an Interest Period longer than three months, each three (3) month anniversary of the first day of the Interest Period applicable thereto and the last day of the Interest Period applicable thereto; provided, however, that, in addition to the foregoing, each of (A) the Revolver Termination Date, (B) the Term B Loan Maturity Date and (C) the Term C Loan

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Maturity Date shall be deemed to be an “Interest Payment Date” with respect to any interest which is then accrued hereunder for such Loan.

“Loan” means any Term B Dollar Loan, Term C Dollar Loan, Swing Line Loan or Revolving Loan, and “Loans” means all such Loans, collectively.

“Term Note” and “Term Notes” means the Term C Dollar Notes that evidence the Term C Dollar Loans and the notes provided for in Section 2.2 that evidence indebtedness under the Term Facilities, collectively.

2.2.         The following defined terms are added to Section 1.1 of the Credit Agreement where alphabetically appropriate:

“Determination Date” has the meaning assigned to that term in Section 12.23.

“Fourth Amendment” means the Fourth Amendment to this Agreement dated as of June 22, 2009.

“Fourth Amendment Effective Date” has the meaning assigned to that term in the Fourth Amendment.

“Minimum Floor Amount” has the meaning assigned to that term in Section 12.23.

“Refinanced Facility Debt” has the meaning assigned to that term in Section 12.23(a).

“Scheduled Term C Dollar Repayments” means, with respect to the principal payments on the Term C Dollar Loans for each date set forth below, that percentage of the aggregate outstanding principal amount of Term C Dollar Loans on the Fourth Amendment Effective Date set forth opposite thereto:

Scheduled Term C Dollar Repayments

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“Term C Dollar Commitment” means, with respect to any Term C Dollar Lender signatory to the Fourth Amendment, the principal amount set forth opposite such Lender’s name on Schedule 1.1(a) hereto under the caption “Amount of Term C Dollar Commitment”, as such commitment may be adjusted from time to time pursuant to this Agreement or increased pursuant to Section 2.1(a)(ii), and “Term C Dollar Commitments” means such commitments collectively, which commitments equal $500,000,000 in the aggregate on the Fourth Amendment Effective Date.

“Term C Dollar Facility” means the credit facility under this Agreement evidenced by the Term C Dollar Commitments and the Term C Dollar Loans.

“Term C Dollar Lender” means any Lender which has a Term C Dollar Commitment or has made (or a portion thereof) a Term C Dollar Loan.

“Term C Dollar Loan” and “Term C Dollar Loans” have the meanings assigned to those terms in Section 2.1(d).

“Term C Loan Maturity Date” means June 30, 2016.

2.3.         The following is added as Section 2.1(d) to the Credit Agreement:

“(d)         Term C Loans.  Subject to the terms and conditions hereof and in the Fourth Amendment, each Term C Dollar Lender agrees to make a loan in Dollars (the “Term C Dollar Loans”) to the Borrower on the Fourth Amendment Effective Date in the aggregate principal amount of such Lender’s Term C Dollar Commitment.  No amount of a Term C Dollar Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder.  The Term C Dollar Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof,

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provided, that all Term C Dollar Loans made by the Term C Dollar Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term C Dollar Loans of the same Type.”

2.4.         The following is added as Section 4.2(d) to the Credit Agreement:

“(d)         Reduction of Term C Dollar Commitments. The Term C Dollar Commitments shall terminate on the Fourth Amendment Effective Date after giving effect to the Term C Dollar Loans on such date.”

2.5.         The following is added to the end of Section 4.4(b) of the Credit Agreement:

“Payments to be made pursuant to this Section 4.4(b) with respect to Term C Dollar Loans shall be paid in Dollars.”

2.6.         The following is added as Section 4.5(d) to the Credit Agreement:

“(d)         Prepayment of Term C Dollar Loans.  Notwithstanding anything to the contrary contained in this Agreement, including without limitation, any provision of Article IV hereof, the Borrower shall have the right to prepay in whole (but not in part) the outstanding Term B Dollar Loans without any obligation to prepay any portion of the Term C Dollar Loans.”

2.7.         Article XII of the Credit Agreement is amended to add the following Section 12.23:

“12.23    Term C Dollar Lenders.

Each Term C Dollar Lender agrees that upon the earlier to occur of (x) the Term B Loan Maturity Date and (y) the date that all Term B Dollar Loans are prepaid or repaid in full (for any reason) (such earlier date, the “Determination Date”):

(a)           Without limitation of any of the terms of the Loan Documents or any provisions thereof, the Borrower shall have the right in its sole discretion at any time to refinance or replace all of the Facilities outstanding immediately prior to the Determination Date under this Agreement (other than the Term C Dollar Facility) (collectively, the “Refinanced Facility Debt”) pursuant to separate credit documentation.  In connection therewith:

(i)            all collateral, guarantees and other credit support that secures, guarantees or otherwise supports the Term C Dollar Facility pursuant to the Loan Documents (including, without limitation, the Security Documents) shall be available (on a pari passu basis in payment and lien priority, and in any event on the same basis as the Facilities are afforded under the Loan Documents as of the Fourth Amendment Effective Date) to secure, guarantee or otherwise support any and all such Refinanced Facility Debt, together with any other senior secured indebtedness of the Borrower (including, without limitation, one or more

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revolving and/or term credit facilities), in an aggregate principal amount not to exceed the greater of (A) the principal amount of Refinanced Facility Debt outstanding on the Determination Date (or its equivalent in any other currency) and (B) $2,100,000,000 (or its equivalent in any other currency) (such greater amount, the “Minimum Floor Amount”), as the Minimum Floor Amount may be reduced after the Determination Date pursuant to the last sentence of the definition of “Permitted Refinancing Indebtedness”; and

(ii)           the Loan Documents shall be amended and other documents and agreements will be entered into (such amendments, documents and agreements solely requiring the signatures of the Administrative Agent and the Borrower to be effective) in order to effectuate the foregoing and to make any necessary conforming changes.

(b)           Notwithstanding anything to the contrary contained in Section 4.4(c)(i), no prepayment of proceeds from a Recovery Event shall be required pursuant to such Section to the extent that (x) no Event of Default or Unmatured Event of Default then exists and (y) the Borrower delivers a certificate to the Administrative Agent on or prior to such date stating that an amount equal to the proceeds of such Recovery Event is expected to be used to purchase assets used or to be used in the businesses referred to in Section 8.9 within 360 days following the date of receipt of such proceeds (which certificate shall set forth the estimates of the proceeds to be so expended); provided that (1) if all or any portion of such proceeds not so applied to such prepayment are not so used (or contractually committed to be used) within such 360 day period as provided above, such remaining portion shall be applied on the last day of the period or such earlier date as the Borrower is obligated to make an offer to purchase Senior Secured Notes (2010) due to such Recovery Event as a mandatory repayment of principal of outstanding Loans as provided in Section 4.4(c)(i) and (2) if all or any portion of such proceeds result from a Recovery Event involving Collateral owned by the Borrower or a Domestic Subsidiary (other than the Capital Stock of a Foreign Subsidiary), then such proceeds shall be required to be reinvested in assets located in the United States constituting Collateral (to the extent not used to repay Loans pursuant to Section 4.4(c)(i)).

(c)           Article IX shall no longer apply for any purpose under this Agreement (including, without limitation, for the purposes of Section 2.1(a)(ii), Section 7.2(b), Section 8.7(j) and Section 8.7(m)).

(d)           “Permitted Refinancing Indebtedness” shall mean, with respect to any Indebtedness, any Indebtedness refinancing, extending, renewing or refunding such Indebtedness; provided, however, that any such refinancing Indebtedness shall (i) be issued by the same obligor as the Indebtedness being so refinanced (or by Huntsman Corporation or a Parent Company) and be on terms, taken as a whole, not more restrictive than the terms of the documents governing the Indebtedness being so refinanced; (ii) if the Indebtedness being so refinanced is subordinated to the Obligations, be subordinated to the Obligations on substantially the same terms (or on terms at least as favorable to the Lenders) as Indebtedness being so refinanced; (iii) be in a principal amount (as

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determined as of the date of the incurrence of such refinancing Indebtedness in accordance with GAAP) not exceeding the principal amount of the Indebtedness being refinanced on such date plus any call premiums, prepayment fees, costs and expenses paid in connection with such refinancing; (iv) not have a Weighted Average Life to Maturity less than the Indebtedness being refinanced; (v) if the Indebtedness being refinanced is Public Notes, be unsecured Indebtedness maturing no earlier than the then latest Term Maturity Date; and (vi) be upon terms and subject to documentation which is in form and substance reasonably satisfactory in all material respects to the Administrative Agent.  Notwithstanding clauses (ii) and (v) above, after the Determination Date, any such Indebtedness refinancing, extending, renewing or refunding the Senior Subordinated Notes (2013), the Senior Subordinated Notes (2014), the Senior Subordinated Notes (2015), any similar senior subordinated notes, any senior unsecured notes and any senior secured notes may be senior second-lien notes, senior unsecured notes and, to the extent capacity exists pursuant to the Minimum Floor Amount, senior first-lien secured notes (provided that the Minimum Floor Amount shall be reduced after the Determination Date by the aggregate principal amount of any senior first-lien secured Indebtedness incurred pursuant to this sentence, unless such Permitted Refinancing Indebtedness refinances, extends, renews or refunds senior first-lien secured Indebtedness).

2.8.         Schedule 1.1(a) to the Credit Agreement is amended to add the following to the end thereof:

SECTION 3                             Conditions to Effectiveness of the Issuance of the Term C Loans.  The provisions of Section 1 and Section 2 of this Amendment shall become effective upon the date of the satisfaction of all of the conditions set forth in this Section 3 (the “Fourth Amendment Effective Date”), with any documents delivered to the Administrative Agent dated the Fourth Amendment Effective Date unless otherwise noted:

3.1.         Proper Execution and Delivery of Amendment.  Borrower, each Term C Loan Lender and the Administrative Agent shall have duly executed and delivered to the Administrative Agent this Amendment.

3.2.         Delivery of Credit Party Documents.

(a)           Execution and Delivery of Officer’s Certificate.  The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in the form of Exhibit A attached hereto.

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(b)           Notes.  The Borrower shall have duly executed and delivered to the Administrative Agent notes in the form of Exhibit B attached hereto (the “Term C Dollar Notes”) payable to each applicable Term C Loan Lender which has requested a note in the amount of its respective Term C Loan, all of which shall be in full force and effect;

(c)           Representations and Warranties.  The representations and warranties of the Borrower and the other Credit Parties contained in this Amendment and the other Loan Documents shall be true and correct in all material respects as of the Fourth Amendment Effective Date, with the same effect as though made on such date (except to the extent expressly made as of a specified date, in which event such representation and warranty is true and correct in all material respects as of such specified date).

(d)           No Defaults. No Unmatured Event of Default or Event of Default under the Credit Agreement or this Amendment shall have occurred and be continuing or would occur as a result of the incurrence of the Term C Loans or the use of proceeds therefrom.

(e)           Approvals.  All necessary governmental and third party approvals in connection with this Amendment and the transactions contemplated hereby and otherwise referred to herein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of all or any part of this Amendment or the transactions contemplated hereby and otherwise referred to herein except for those approvals of non-Governmental Authorities under contracts which are not material and which are not required to be delivered at the closing thereof.  Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing material adverse conditions upon all or any part of this Amendment or the transactions contemplated hereby.

(f)            Compliance Certificate.  The Borrower shall have delivered to the Administrative Agent a duly executed Compliance Certificate in the form attached hereto as Exhibit C for the immediately preceding four full Fiscal Quarters giving pro forma effect to the Term C Loans hereunder (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1 of the Credit Agreement) and evidencing compliance with the covenant set forth in Article IX of the Credit Agreement.

(g)           Opinion of Counsel.  The Administrative Agent shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., special counsel to the Borrower, an opinion in the form attached hereto as Exhibit D, addressed to the Administrative Agent and each of the Term C Loan Lenders and dated the Fourth Amendment Effective Date.

Each Term C Loan Lender hereby agrees that by the funding of its Term C Loans, such Person approves of and consents to each of the matters set forth in Section 3 which must be approved by, or which must be satisfactory to, the Term C Loan Lenders.

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SECTION 4                             References to and Effect on the Credit Agreement.  On and after the Fourth Amendment Effective Date each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Credit Agreement, as the case may be, in the Loan Documents and all other documents (the “Ancillary Documents”) delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

Except as specifically amended above, the Credit Agreement, and the other Loan Documents and all other Ancillary Documents shall remain in full force and effect and are hereby ratified and confirmed.

The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Term C Loan Lenders or the Administrative Agent under the Credit Agreement, the Loan Documents or the Ancillary Documents.

SECTION 5                             Costs and Expenses.  Notwithstanding anything to the contrary contained in the Credit Agreement or any other Loan Document, each of the parties hereto agrees to pay its own costs and expenses in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of this Amendment and all other documents furnished pursuant hereto or in connection herewith, including without limitation, the fees and out-of-pocket expenses of its counsel, independent public accountants and other outside experts retained by it in connection therewith and the Borrower shall not be responsible for such costs and expenses of the other parties hereto.

SECTION 6                             Miscellaneous.

6.1.         Administrative Agent Acknowledgments.  The Administrative Agent hereby acknowledges and confirms the following:

(a)           In accordance with Section 2.1(a)(ii)(A) of the Credit Agreement, the initial syndication of the Loans and Commitments with respect to the Credit Agreement has heretofore occurred to the Administrative Agent’s satisfaction.

(b)           As of the Fourth Amendment Effective Date, the Administrative Agent does not require reaffirmations of or amendments to Security Documents in order for the Borrower to comply with Section 2.1(a)(ii)(B) of the Credit Agreement.

(c)           Based on the information it has as of the date hereof, the Administrative Agent has no reason to object to the terms and conditions of this Amendment and that certain Note Purchase Agreement dated June 22, 2009 among the Borrower, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. and, in each case, the transactions contemplated thereby.

(d)           The Administrative Agent has received the Compliance Certificate delivered by the Borrower herewith pursuant to Section 2.1(a)(ii)(A) of the Credit Agreement and the form of such Compliance Certificate complies on its face with such Section (subject to Section 11.4 of the Credit Agreement) and the Administrative Agent has no reason to believe

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that such Compliance Certificate is not satisfactory in substance when delivered hereunder.

6.2.         Tax Treatment.  For federal income tax purposes, the Borrower and each Term C Loan Lender that is a signatory hereto agree (i) the “issue price” of such Term C Loan Lender’s Term C Loan for purposes of Section 1273 of the Code is the principal amount of such Term C Loan, and (ii) the Term C Loan is not part of an “investment unit” for purposes of Treasury Regulation Section 1.1273-2. Each Term C Loan Lender that is a signatory hereto acknowledges that it is acting as principal in making the Term C Loan (and not as a bond house, broker, or similar person acting in the capacity of an underwriter, placement agent, or wholesaler), and each Term C Loan Lender agrees that it will not, and any majority-owned affiliate will not, sell all or any portion of the Term C Loan for 30 days following the date on which such loan is made.  Each Term C Lender that is a signatory hereto agrees that it, and any majority-owned affiliate thereof, will file all federal income tax returns (and all other income tax returns that follow federal income tax principles) in a manner consistent with this Section 6.2 and the Borrower shall not have any recourse against such Term C Loan Lender on the basis of this Section 6.2, provided that such Term C Loan Lender and any majority-owned affiliate thereof so files its tax returns and complies with the 30-day requirement of the immediately preceding sentence. The Borrower agrees to file all federal income tax returns (and all other income tax returns that follow federal income tax principles) in a manner consistent with this Section 6.2, and no Term C Loan Lender shall have any recourse against the Borrower on the basis of this Section 6.2, provided that the Borrower so files its tax returns.    For the avoidance of doubt, this Section 6.2 is not intended to (1) affect any Term C Loan Lender’s or any majority-owned affiliate’s financial accounting reporting with respect to the Term C Loans, or (2) limit the ability of any Term C Loan Lender or any majority-owned affiliate thereof that otherwise utilizes “▇▇▇▇ to market” accounting with respect to the Term C Loan for Federal income tax purposes to ▇▇▇▇ the Term C Loan to market in a manner consistent with its method of accounting.  This Section 6.2 shall not apply to a Term C Loan Lender that is a signatory hereto, or to any majority-owned affiliate thereof, unless the Company provides to such Term C Loan Lender, within 30 days of the Fourth Amendment Effective Date, a copy of an opinion of a nationally recognized independent tax counsel, addressed to the Company and reasonably satisfactory to the Term C Loan Lender (but not stating that the Term C Loan Lender is entitled to rely on such opinion), stating that the foregoing tax treatment is more likely than not correct for Federal income tax purposes.  This Section 6.2 shall not apply to a Term C Loan Lender, or any majority-owned affiliate thereof, with respect to tax returns filed by it with a particular taxing authority for any tax year after the time such taxing authority proposes an adjustment challenging the tax reporting position for any tax year required by this Section 6.2.  Notwithstanding Section 12.8 of the Credit Agreement, this Section 6.2 shall apply only to a Term C Loan Lender that is a signatory hereto and its majority-owned affiliates.

6.3.         Execution in Counterparts.  This Amendment may be executed in one or more counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same document with the same force and effect as if the signatures of all of the parties were on a single counterpart, and it shall not be necessary in making proof of this Amendment to produce more than one (1) such counterpart.  Delivery of an executed signature page to this Amendment by telecopy shall be deemed to constitute delivery of an originally executed signature page hereto.

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6.4.         Governing Law.  THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID STATE.

6.5.         Headings.  Headings used in this Amendment are for convenience of reference only and shall not affect the construction of this Amendment.

6.6.         Integration.  This Amendment, the other agreements and documents executed and delivered pursuant to this Amendment and the Credit Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof.

6.7.         Binding Effect.  This Amendment shall be binding upon and inure to the benefit of and be enforceable by the Borrower, the Administrative Agent and the Term C Loan Lenders and their respective successors and assigns.  Except as expressly set forth to the contrary herein, this Amendment shall not be construed so as to confer any right or benefit upon any Person other than the Borrower, the Administrative Agent and the Term C Loan Lenders and their respective successors and permitted assigns.

6.8.         Representations.  As of the Fourth Amendment Effective Date, the Borrower represents and warrants as follows:

(a)           The Borrower (i) is duly organized, validly existing and in good standing (if applicable) under the laws of the State of Delaware and (ii) has the power and authority to execute and deliver this Amendment and to perform its obligations hereunder.

(b)           The Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of this Amendment and to authorize the consummation of the transactions contemplated hereby and the performance of its obligations hereunder.  The Borrower has duly executed and delivered this Amendment.  This Amendment is the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors’ rights.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

Signature Page to Huntsman International LLC

Fourth Amendment to Credit Agreement

Signature Page to Huntsman International LLC

Fourth Amendment to Credit Agreement

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EXHIBIT A TO

FOURTH AMENDMENT TO THE

HUNTSMAN INTERNATIONAL LLC

CREDIT AGREEMENT

HUNTSMAN INTERNATIONAL LLC

OFFICER’S CERTIFICATE

Re:                               Fourth Amendment to Credit Agreement dated as of June 22, 2009, among Huntsman International LLC, a Delaware limited liability company (the “Borrower”), Deutsche Bank AG New York Branch and Credit Suisse, Cayman Islands Branch, as lenders, and Deutsche Bank AG New York Branch, as Administrative Agent (the “Administrative Agent”) for the Lenders (the “Fourth Amendment”)

This Certificate is being delivered pursuant to Section 3.2(a) of the Fourth Amendment, with each capitalized term not defined herein having the meaning ascribed to it in the Fourth Amendment.

I, the undersigned, a Responsible Officer of the Borrower, do hereby certify on behalf of the Borrower, in my capacity as an officer of the Borrower and not in my individual capacity, that:

1.             After giving effect to the Fourth Amendment, the representations and warranties set forth in Article VI of the Credit Agreement and in other Loan Documents are true and correct in all material respects as of the date hereof, except to the extent such representations and warranties are expressly made as of a specific date, in which event such representations and warranties are true and correct in all material respects as of such specified date.

2.             After giving effect to the Fourth Amendment, no Event of Default or Unmatured Event of Default has occurred and is continuing or would occur as a result of the incurrence of the Term C Dollar Loans or the use of proceeds therefrom.

3.             The conditions of Section 3 of the Fourth Amendment have been fully satisfied or waived (except that no opinion is expressed as to the Administrative Agent’s or Term C Loan Lenders’ satisfaction with any document, instrument or other matter).

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date first written above.

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EXHIBIT B TO

FOURTH AMENDMENT TO THE

HUNTSMAN INTERNATIONAL LLC

CREDIT AGREEMENT

FORM OF

TERM C DOLLAR NOTE

FOR VALUE RECEIVED, the undersigned, Huntsman International LLC, a Delaware limited liability company (“Borrower”), hereby unconditionally promises to pay to the order of                                        or its registered assigns (the “Lender”) at the office of                                           , located at                                           , in lawful money of the United States of America and in immediately available funds, the principal amount of (a) TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000), or, if less, (b) the aggregate unpaid principal amount of the Term C Dollar Loan made by the Lender to Borrower pursuant to Section 2.1(d) of the Credit Agreement hereinafter referred to.  The principal amount of the Term C Dollar Loans evidenced hereby shall be payable in the amounts and at the times set forth in the Credit Agreement, including, without limitation, such Lender’s Term C Dollar Loan Pro Rata Share of the amounts specified in the definition of Scheduled Term C Dollar Repayments, with any then outstanding principal amount of the Term C Dollar Loan evidenced hereby being payable on the Term C Loan Maturity Date. Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, Articles III and IV of the Credit Agreement.

The holder of this Term C Dollar Note is authorized to record the date, Type and amount of the Term C Dollar Loan made by the Lender pursuant to Section 2.1 of the Credit Agreement, each conversion thereof, the date of each interest rate continuation pursuant to Section 2.6 of the Credit Agreement and the principal amount subject thereto, the date and amount of each payment or prepayment of principal hereof, and in the case of each Eurocurrency Loan, the length of the Interest Period with respect thereto on the records of the Lender, and any such recordation shall (in the absence of manifest error) constitute prima facie evidence of the accuracy of the information endorsed; provided, however, that the failure to make any such endorsement shall not affect the obligations of Borrower in respect of the Term C Dollar Loan.

This Term C Dollar Note is one of the notes referred to in Section 3.2(b) of the Fourth Amendment to Credit Agreement dated as of June 22, 2009 (the “Fourth Amendment”), among Borrower, Deutsche Bank AG New York Branch, as Administrative Agent for the Lenders and Deutsche Bank AG New York Branch and Credit Suisse, Cayman Islands Branch, as lenders, and is subject to the provisions of the Fourth Amendment and of the Credit Agreement dated as of August 16, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrower, Deutsche Bank AG New York Branch,

as Administrative Agent for the Lenders, and the financial institutions signatory thereto, and is subject to the provisions thereof, and is subject to optional and mandatory prepayment in whole or in part as provided therein. Terms defined in the Credit Agreement are used herein with their defined meanings unless otherwise defined herein.

Upon the occurrence and during the continuance of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Term C Dollar Note may become, or may be declared to be, immediately due and payable, all as provided therein. All parties now and hereafter liable with respect to this Term C Dollar Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. THIS TERM C DOLLAR NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

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EXHIBIT C TO

FOURTH AMENDMENT TO THE

HUNTSMAN INTERNATIONAL LLC

CREDIT AGREEMENT

FORM OF
COMPLIANCE CERTIFICATE

The undersigned, a Responsible Financial Officer of Huntsman International LLC, a Delaware limited liability company (“Borrower”), does hereby certify that:

1.             This Certificate is furnished pursuant to Section 2.1(a)(ii)(A) of that certain Credit Agreement dated as of August 16, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrower, Deutsche Bank AG New York Branch, as Administrative Agent for the Lenders, and the financial institutions signatory thereto and pursuant to Section 3.2(f) of that certain Fourth Amendment to Credit Agreement dated as of June 22, 2009 among Borrower, Deutsche Bank AG New York Branch, as Administrative Agent of the Lenders, and Deutsche Bank AG New York Branch and Credit Suisse, Cayman Islands Branch, as lenders (the “Fourth Amendment”).  Unless otherwise defined herein, capitalized terms used in this Certificate have the meanings assigned to those terms in the Credit Agreement.

2.             The following is a true and correct computation of the Secured Leverage Ratio found in Section 9.1 of the Credit Agreement for the period of four full Fiscal Quarters immediately preceding the incurrence of the Term C Dollar Loans pursuant to the Fourth Amendment, giving pro forma effect to such incurrence:

Pro forma for the Period Ended March 31, 2009

($ Millions)

[signature page follows]

Witness my hand this          day of June, 2009.

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EXHIBIT D TO

FOURTH AMENDMENT TO THE

HUNTSMAN INTERNATIONAL LLC

CREDIT AGREEMENT

FORM OF
LEGAL OPINION
OF ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP

See attached.

Exhibit B

HUNTSMAN INTERNATIONAL LLC

$600,000,000

5½ % Senior Notes due 2016

NOTE PURCHASE AGREEMENT

Dated June 22, 2009

TABLE OF CONTENTS

i

Note Purchase Agreement

for

5½ % Senior Notes due 2016

June 22, 2009

TO EACH OF THE PURCHASERS:

Ladies and Gentlemen:

Huntsman International LLC, a Delaware limited liability company (the “Company”), agrees with each of the purchasers whose names appear on the signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

SECTION 1.         AUTHORIZATION OF NOTES.

The Company has authorized the issue and delivery of $600,000,000 aggregate principal amount of its 5½ % Senior Notes due 2016.  Certain capitalized and other terms used in this Note Purchase Agreement (this “Agreement”) are defined in Schedule A.

SECTION 2.         SALE AND ACCEPTANCE OF TEMPORARY NOTES.

Subject to the terms and conditions of this Agreement, the Company will issue to each Purchaser and each Purchaser will accept from the Company, at the Closing provided for in Section 3, a Temporary Note (each, a “Temporary Note” and, collectively, the “Temporary Notes”) in the form attached as Exhibit 1 and in the principal amount specified opposite such Purchaser’s name in Schedule B in exchange for a payment in cash equal to 100% of the principal amount thereof.  In accordance with terms of the Temporary Notes, the Company will exchange the Temporary Notes for beneficial interests in notes (the “Indenture Notes” and, together with the Temporary Notes, collectively, the “Notes”) issued under an indenture (the “Indenture”) in the form attached as Exhibit 2 on or prior to thirty (30) days from the Closing Date (as defined below), in accordance with the Temporary Note.

SECTION 3.         CLOSING.

The delivery of the Temporary Note to be accepted by each Purchaser shall occur at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., First City Tower, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, at 9:00 a.m., Houston time, at a closing (the “Closing”) on June 23, 2009 or on such other Business Day thereafter as may be agreed upon by the Company and the Purchasers (the “Closing Date”).  At the Closing the Company will deliver to each Purchaser the Temporary Note to be accepted by such Purchaser in the form of a single Temporary Note dated the date of the Closing and registered in such Purchaser’s name, against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the principal amount thereof by wire transfer to an account number designated by the Company before the Closing.

SECTION 4.         CONDITIONS TO CLOSING.

Section 4.1             Conditions to Purchaser’s Obligations.  Each Purchaser’s obligation to accept the Temporary Note to be delivered to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

(a)           The Company shall have delivered to such Purchaser the Temporary Note, duly authorized, executed and delivered, to be accepted by such Purchaser in the form of a single Temporary Note dated as of the Closing Date and registered in such Purchaser’s name.

(b)           The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (without regard to qualifications or exceptions contained therein as to materiality) when made and at the time of the Closing as though made on and as of the Closing.

(c)           The Company shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing.

(d)           The Registration Rights Agreement, in substantially the form attached hereto as Exhibit 3 (the “Registration Rights Agreement”), shall have been duly authorized, executed and delivered to the Purchasers by the Company.

(e)           No Governmental Authority having jurisdiction over any party hereto shall have issued any order, decree, ruling, injunction or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, and no law or regulation shall have been adopted that makes consummation of the transaction contemplated by this Agreement illegal or otherwise prohibited.

(f)            The Company shall have not, in any material respect, violated or breached any terms, agreements or conditions contained in that certain Settlement Agreement and Release dated as of June 22, 2009 (the “Settlement Agreement”) by and among the Company and certain of its affiliates, on the one hand, and certain of the Purchasers and their respective affiliates who are party thereto (the “Bank Settlement Parties”), on the other hand.

(g)           The Purchasers shall have received a written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel for the Company, substantially to the effect set forth in Exhibit 4 hereto.

(h)           The Purchasers shall have received from each of the Huntsman Corporation and the Company (i) a copy of such entity’s articles of incorporation or articles of organization (as applicable), including all amendments thereto, certified as of a recent date by the Secretary of State of the state of such entity’s organization, and a certificate as to the good standing of such entity as of a recent date, from such Secretary of State; (ii) a certificate of the secretary of such entity dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or operating agreement) of such entity as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in

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clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or members of such entity authorizing the execution, delivery and performance by such entity (to the extent applicable) of this Agreement, the Temporary Notes and the Registration Rights Agreement and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation or articles of organization of such entity have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of such entity executing this Agreement, the Temporary Notes, the Registration Rights Agreement or any other document delivered in connection herewith on behalf of such party; and (iii) a certificate of another officer of such entity as to the incumbency and specimen signature of the secretary executing the certificate pursuant to clause (ii) above.

(i)            The Purchasers shall have received a certificate, dated the Closing Date signed by the chief financial officer of the Huntsman Corporation and the Company, confirming compliance with the conditions precedent in Section 4.1.

Section 4.2             Conditions to Company’s Obligations.  The Company’s obligation to issue the Temporary Notes to be delivered to any of the Purchasers at the Closing is subject to the fulfillment to the Company’s satisfaction, prior to or at the Closing, of the following conditions:

(a)           Each Purchaser shall have delivered, or caused to be delivered, to the Company or its order, immediately available funds in the amount specified opposite such Purchaser’s name in Schedule B.

(b)           The representations and warranties of each of the Purchasers in this Agreement shall be true and correct in all material respects (without regard to qualifications or exceptions contained therein as to materiality) when made and at the time of the Closing.

(c)           Each of the Purchasers shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement required to be performed or complied with by them prior to or at the Closing.

(d)           Each of the Purchasers shall have executed and delivered to the Company the Registration Rights Agreement.

(e)           No Governmental Authority having jurisdiction over any party hereto shall have issued any order, decree, ruling, injunction or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, and no law or regulation shall have been adopted that makes consummation of the transaction contemplated by this Agreement illegal or otherwise prohibited.

(f)            The Bank Settlement Parties shall have not, in any material respect, violated or breached any terms, agreements or conditions contained in the Settlement Agreement.

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SECTION 5.          REPRESENTATIONS AND AGREEMENTS OF THE COMPANY.

The Company represents and warrants to and agrees with each Purchaser as follows:

Section 5.1             Organization; Power and Authority.  The Company is a limited liability company duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified as a foreign limited liability company and is in good standing in each jurisdiction in which it owns or leases properties or conducts any business, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations under this Agreement, the Notes (including the payment of interest thereon or principal thereof), the Indenture or the Registration Rights Agreement.  The Company has all requisite power and authority to execute and deliver this Agreement, the Notes, the Indenture and the Registration Rights Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions that are the subject of this Agreement, the Notes, the Indenture and the Registration Rights Agreement.  Any person signing this Agreement, the Notes, the Indenture and the Registration Rights Agreement on behalf of the Company has been duly authorized by the Company to do so.  No other consent, approval or authorization of any Person (other than the trustee under the Indenture) is required in connection with the execution, delivery or performance by the Company of this Agreement, the Notes, the Indenture or the Registration Rights Agreement other than such consents, approvals or authorizations, as to which the failure to obtain could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations under this Agreement, the Notes (including the payment of interest thereon or principal thereof), the Indenture or the Registration Rights Agreement.

Section 5.2             Authorization, Etc.  The execution and delivery of this Agreement, the Notes, the Indenture and the Registration Rights Agreement have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each of the Notes, the Indenture and the Registration Rights Agreement will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.3             Compliance with Rulings, Other Instruments, Etc.  The execution, delivery and performance by the Company of this Agreement, the Registration Rights Agreement, the Indenture and the Notes and the performance by the Company of its obligations hereunder and thereunder will not (i) violate, result in any breach of, or constitute a default under (with or without notice or lapse of time or both), or result in the termination of or acceleration of performance required by, or result in a right of termination or acceleration under, any agreement, indenture, mortgage, deed of trust, loan, bond, lease, purchase or credit agreement to which the Company is bound or the Company’s corporate charter or by-laws or the governing documents of any subsidiary of the Company, or any other agreement or instrument to which the Company or any of its subsidiaries or its or their respective properties or assets are bound, or (ii) result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of

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any court, arbitrator or Governmental Authority applicable to the Company or any of its subsidiaries, in each case except as would not have a material adverse effect on the ability of the Company to perform its obligations under this Agreement, the Notes (including the payment of interest thereon or principal thereof), the Indenture or the Registration Rights Agreement or adversely affect the validity thereof.

Section 5.4             Governmental Authorizations, Etc.  Assuming the accuracy of the Purchasers’ representations in Section 6, no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement, the Indenture or the Notes except the filing of the Form 8-K.

Section 5.5             Material Adverse Change. Since March 31, 2009, there has been no material adverse change nor any development or event involving a material adverse change, in the condition (financial or other), business, properties or results of operations of Huntsman Corporation or the Company and its subsidiaries taken as a whole after giving effect to the terms of the Settlement Agreement.

Section 5.6             Exchange Act Filings.  On the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the Securities and Exchange Commission (the “Commission”) and all subsequent reports (collectively, the “Exchange Act Reports”) which have been filed by the Company with the Commission or sent to shareholders pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) do not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.

Section 5.7             Exchange Default.  If the Company fails to consummate the Exchange by thirty (30) days from the Closing Date for any reason (other than the failure of a Purchaser to deliver a Temporary Note when reasonably requested in connection with the Exchange) (an “Exchange Default”), then, as liquidated damages for such Exchange Default, in addition to the 5½ % base interest, the Temporary Notes shall accrue at a per annum rate of 5% from the date of such Exchange Default until the Exchange is consummated.

Section 5.8             Resale Activities.

(a)           Resale Assistance: Upon reasonable notice by the Purchasers to the Company (a “Notice”), the Company shall assist in marketing the resale of the Notes (a “Resale Offering”) (it being understood there may be up to 4 Notices; it being further understood and agreed that one such Resale Offering shall require the Company to initiate and complete the activities enumerated in clauses (i)-(iv) of this paragraph and three such Resale Offerings shall require the Company to initiate and complete the activities enumerated in clauses (i), (iii) and (iv) only). Such assistance of a Resale Offering, to be commenced promptly upon the Company’s receipt of a Notice, shall require that the Company initiate and complete, in a reasonably timely manner, the following: (i) the preparation of a customary offering memorandum for the Notes to be resold, including all information that would be necessary for the Purchasers to receive

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customary comfort (including “negative assurance” comfort) from independent accountants in connection with the offering of such Securities (an “Offering Document”), and any other customary marketing materials required by the Purchasers to be used in connection with the Resale Offering, (ii) participation by the Company in a customary “high yield road show” in connection with the Resale Offering, (iii) permit the Purchasers the opportunity to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the Company’s books and records, officers, accountants and other advisors, and (iv) using reasonable efforts to cause the preparation and delivery of a comfort letter (which shall provide “negative assurance” comfort) and a 10b-5 letter from outside counsel with respect to the Offering Document, in each case reasonably acceptable to the Purchasers.

(b)           Reimbursement: The Purchasers shall reimburse the Company from time to time, upon presentation of a reasonably detailed summary statement, for all reasonable documented out-of-pocket expenses (including travel expenses and fees, disbursements and other charges of counsel to the Company) in connection with a Resale Offering, except for (i) internal expenses including all salaries and expenses of the Company’s officers and employees performing legal or accounting duties and (ii) fees, disbursements and expenses of independent certified accountants of the Company (including the expenses of comfort letters).

(c)           Indemnification: In connection with each Resale Offering, (i) the Company shall make a representation to each selling Purchaser in customary form that the Offering Document does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Company, the Guarantors and the applicable Purchaser will enter into an indemnification agreement with respect to the Offering Document providing for indemnification and contribution on substantially the same terms as Section 6 of the Registration Rights Agreement but with references to registration statements and prospectuses being references to the Offering Document. At the same time, the Company will reconfirm to the applicable Purchaser the representations contained in this Agreement.

SECTION 6.         REPRESENTATIONS AND AGREEMENTS OF THE PURCHASERS.

Each Purchaser hereby represents and warrants to and agrees with the Company as follows in each case with respect to itself and its Affiliates:

Section 6.1             Power and Authority; Authorization.  Each Purchaser has all requisite power and authority to execute and deliver this Agreement and the Registration Rights Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions that are the subject of this Agreement and the Registration Rights Agreement.  The execution and delivery of this Agreement and the Registration Rights Agreement, and the performance by each Purchaser of its obligations hereunder and thereunder, will not violate, result in any breach of or constitute a default (with or without notice or lapse of time or both) under the terms of any agreement, indenture or other instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation by which such Purchaser is bound, except as would not have a material adverse effect on the ability of such Purchaser to perform its obligations under this Agreement or the Registration Rights Agreement or adversely affect the validity thereof. Any Person signing this Agreement or the Registration Rights

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Agreement on behalf of any Purchaser has been duly authorized by such Purchaser to do so.  Upon execution and delivery thereof, this Agreement and the Registration Rights Agreement will constitute a legal, valid and binding obligation of each Purchaser enforceable against each Purchaser in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). No other consent, approval or authorization of any Person is required in connection with the execution, delivery or performance by any Purchaser of this Agreement and the Registration Rights Agreement other than such consents, approvals or authorizations as to which the failure to obtain could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of any Purchaser to perform its obligations under this Agreement or the Registration Rights Agreement.

Section 6.2             Accredited Investor Status.  The Purchaser is an “Accredited Investor” within the meaning of Rule 501 under the Securities Act and is acquiring the Notes solely for investment for its own account and not for the benefit or account of any other Person, and will not sell, assign, transfer or otherwise dispose of all or any part of the Notes except in accordance with the Securities Act and the restrictive legends included in the Notes.

Section 6.3             ERISA Status.  The Purchaser’s investment in the Notes will not be prohibited under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Employee Retirement Income Security Act of 1974, as amended, or constitute a “prohibited transaction” (as defined in Section 4975(c)(1) of the United States Internal Revenue Code of 1986 (as amended, the “Code”)) for which an exemption does not apply.

Section 6.4             Acknowledgements and Waiver.  Each Purchaser acknowledges and agrees that:

(a)           The Notes and the related Guarantees (collectively the “Securities”) are being acquired by each Purchaser as part of the settlement (the “Settlement”) contemplated by the Settlement Agreement.

(b)           Each Purchaser has had access to all public filings made by the Company with the Securities and Exchange Commission. The Company may possess material, nonpublic information about the Company and its Affiliates and their condition (financial and otherwise), financial status, results of operations, businesses, properties, management, plans and prospects, including but not limited to certain information concerning the Company’s recent consolidated results of operations and its outlook for future periods (collectively, the “Information”), and each Purchaser (i) was offered such Information by the Company and (ii) did not request and declined to receive such Information in making the decision to accept the Securities pursuant to this Agreement.  Each Purchaser has had access to, and is familiar with, the information regarding the Company and the Settlement in the possession of the Bank Parties in connection with its purchase of the Securities and did not rely on the Company or its Affiliates or representatives to provide any such information.

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(c)           The parties to the Settlement Agreement agreed to the Settlement, including the acceptance by each of the Purchasers of the Securities pursuant to this Agreement, on the belief that no Purchasers or their Affiliates would have any claims or causes of action against the Company or its subsidiary or their respective agents and their respective Affiliates, controlling persons, officers, directors, employees, representatives, agents, attorneys and managers, with respect to the purchase and sale of the Securities pursuant to this Agreement, based upon, relating to or arising out of representations not expressly given by the Company in this Agreement, including claims related to nondisclosure of any Information.  Accordingly, each Purchaser hereby waives and releases, to the fullest extent permitted by law, any and all claims and causes of action it or any of its Affiliates has or may have against any of the foregoing Persons with respect to the purchase and sale of the Securities, based upon, relating to or arising out of representations not expressly given by the Company herein, including claims related to nondisclosure of any Information; provided however that nothing in this Section 6.4(c) shall waive, release or impede any claims or causes of action each Purchaser may have for failure of the Company to comply with its obligations under this Agreement, the Notes or the Registration Rights Agreement.

(d)           Each Purchaser further acknowledges that, to the extent the Purchaser, or any of the Purchaser’s Affiliates knew that any representation and warranty made herein by the Company is inaccurate or untrue, this constitutes a release and waiver of any and all actions, claims, suits, damages or rights, at law or in equity, against the Company by the Purchaser arising out of breach of that representation and warranty.  Nothing herein shall be deemed to limit or waive the Purchaser’s rights against the Company arising out of any other representation and warranty made herein by the Company.

Section 6.5             Matters Concerning the Securities.

(a)           Each Purchaser acknowledges and agrees that:  (i) the Securities have not been registered under the Securities Act, the securities laws of any state or the securities laws of any other jurisdiction; and (ii) no governmental or regulatory agency has passed upon, or will pass upon, the Securities or has made, or will make, any finding or determination as to the fairness of investment in the Securities.

(b)           Each Purchaser acknowledges and agrees that (i) the Securities cannot be sold unless they are subsequently registered under the Securities Act or unless an exemption therefrom is available, and (ii) the Securities have not been registered under applicable state securities laws and, therefore, cannot be sold unless they are subsequently registered under applicable state securities laws or unless an exemption therefrom is available. Each Purchaser acknowledges and agrees to the restrictions on transfer of the Securities set forth in the legends thereon.

(c)           Each Purchaser acknowledges that it, together with its Affiliates, is familiar with the Company due to their involvement in the matters resolved by the Settlement Agreement.  Each Purchaser is a sophisticated party fully capable of evaluating the Settlement and all of its elements, including the acceptance of the Securities pursuant to this Agreement, without the need for any possible additional material non-public Information that the Company may possess.

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(d)           In formulating a decision to enter into this Agreement, including the acceptance of the Securities by the Purchasers under this Agreement, no Purchaser has relied or acted on the basis of any representations not expressly given in this Agreement.

(e)           Each Purchaser agrees to comply with the provisions in the Temporary Notes relating to the Exchange as defined therein.

(f)            The Company hereby agrees, as agent for each of the Purchasers, to hold the Temporary Notes on behalf of such Purchasers until the consummation of the Exchange; provided, however, upon the request of either or both of the Purchasers, the Company hereby agrees to promptly release the Temporary Notes to such requesting Purchaser.

Section 6.6             Consistent Tax Treatment.  For federal income tax purposes, the Company and each Purchaser that is a signatory hereto agree (i) the “issue price” of the Notes being issued to such Purchaser for purposes of Section 1273 of the Code is the principal amount specified opposite such Purchaser’s name in Schedule B, and (ii) the Notes are not part of an “investment unit” for purposes of Treasury Regulation Section 1.1273-2. Each Purchaser that is a signatory hereto acknowledges that it (and any majority-owned affiliate) is acting as principal in acquiring the Notes (and not as a bond house, broker, or similar person acting in the capacity of an underwriter, placement agent, or wholesaler), and each such Purchaser agrees that it will not, and any majority-owned affiliate will not, sell all or any portion of the Notes for 30 days following the date on which such Notes are issued.  Each Purchaser that is a signatory hereto agrees that it, and any majority-owned affiliate thereof, will file all federal income tax returns (and all other income tax returns that follow federal income tax principles) in a manner consistent with this Section 6.6 and the Company shall not have any recourse against such Purchaser on the basis of this Section 6.6, provided that such Purchaser, and any majority-owned affiliate thereof, so files its tax returns and complies with the 30-day requirement of the immediately preceding sentence. The Company agrees to file all federal income tax returns (and all other income tax returns that follow federal income tax principles) in a manner consistent with this Section 6.6, and no Purchaser shall have any recourse against the Company on the basis of this Section 6.6, provided that the Company so files its tax returns.  For the avoidance of doubt, this Section 6.6 is not intended to (1) affect any Purchaser’s or any majority-owned affiliate’s financial accounting reporting with respect to the Notes, or (2) limit the ability of any Purchaser, or any majority-owned affiliate thereof, that otherwise utilizes “▇▇▇▇ to market” accounting with respect to the Notes for Federal income tax purposes to ▇▇▇▇ the Notes to market in a manner consistent with its method of accounting.  This Section 6.6 shall not apply to a Purchaser that is a signatory hereto, or to any majority-owned affiliate thereof, unless the Company provides to such Purchaser, within 30 days of the Closing Date, a copy of an opinion of a nationally recognized independent tax counsel, addressed to the Company and reasonably satisfactory to the Purchaser (but not stating that the Purchaser is entitled to rely on such opinion), stating that the foregoing tax treatment is more likely than not correct for Federal income tax purposes.  This Section 6.6 shall not apply to a Purchaser, or any majority-owned affiliate thereof, with respect to tax returns filed by it with a particular taxing authority for any tax year after the time such taxing authority proposes an adjustment challenging the tax reporting position for any tax year required by this Section 6.6.  Notwithstanding Section 8.1, this Section 6.6 shall apply only to a Purchaser that is a signatory hereto and its majority-owned affiliates.

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SECTION 7.         NOTICES.

Except as otherwise provided in this Agreement, all notices and communications provided for hereunder shall be in writing and sent (a) by facsimile if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid), or (d) if consented to by the recipient as set forth on Schedule B hereto, by electronic mail.  Any such notice must be sent:

(i)            if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in Schedule B, or at such other address as such Purchaser or nominee shall have specified to the Company in writing,

(ii)           if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or

(iii)          if to the Company, to the Company at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ to the attention of the Treasurer, facsimile number: (▇▇▇) ▇▇▇-▇▇▇▇ (with a copy to the General Counsel, facsimile number: (▇▇▇) ▇▇▇-▇▇▇▇), or at such other address as the Company shall have specified to the holder of each Note in writing.

Notices under this Section 7 will be deemed given only when (x) delivered by physical delivery or electronic mail, (or if such date is not a Business Day, on the next Business Day) (y) facsimile confirmation is received (or if such receipt is not on a Business Day, on the next Business Day) or (z) if sent by registered or certified mail, three Business Days after the date of mailing.

SECTION 8.         MISCELLANEOUS.

Section 8.1             Successors and Assigns; Assignments.  This Agreement and all covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns whether so expressed or not. This Agreement shall not be assignable except by operation of law or upon consent of the parties hereto.

Section 8.2             Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 8.3             Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument.  Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

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Section 8.4             Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  Each of the parties hereto agrees to submit to the non-exclusive jurisdiction of the competent courts of the State of New York in any action or proceeding arising out of or relating to this Agreement or the Notes.

Section 8.5             Construction.  All references in this Agreement to Exhibits, Schedules, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules,  Sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise.  Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein.  The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.  The words “this Section,” “this subsection” and words of similar import, refer only to the Sections or subsections hereof in which such words occur.  The word “including” (in its various forms) means “including, without limitation.”

Section 8.6             Entire Agreement.  This Agreement, the Notes, the Indenture, the Registration Rights Agreement, the Settlement Agreement, the Fourth Amendment to the Credit Agreement, the Voting Agreement and in each case the related documents constitute the entire agreement of the parties, and supersede any and all prior statements, representations, promises or other Agreements, written or oral, with respect to the subject matter of this Agreement.

*    *    *    *    *

[Signature Page Follows]

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If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company.

[Signature page to Note Purchase Agreement]

This Agreement is hereby

accepted and agreed to as

of the date thereof.

[Signature page to Note Purchase Agreement]

Schedule A

DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Affiliate” of any specified Person means any other person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person.  For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” is defined in Section 1.

“Bank Parties” means the Lenders (as defined in the Settlement Agreement) and their Affiliates.

“Bank Settlement Parties” is defined in Section 4.1(f).

“Board of Directors” means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such board.

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York or Houston, Texas are required or authorized to be closed.

“Closing” is defined in Section 3.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Company” means Huntsman International LLC, a Delaware limited liability company, or any successor to its obligations hereunder.

“Exchange” has the meaning assigned to such term in the Temporary Notes.

“Guarantee” means the guarantee by a Guarantor of the obligations of the Company under the Indenture and the Notes contemplated by Article Eleven of the Indenture.

“Guarantors” means the Guarantors under the Indenture.

“Governmental Authority” means the government of the United States of America or any State or other political subdivision thereof, or any other jurisdiction in which the Company or any subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any subsidiary, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

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“holder” means, with respect to any Note the Person in whose name such Note is registered in the register maintained by the Company.

“Indenture” is defined in Section 2.

“Indenture Notes” are defined in Section 2.

“Information” is defined in Section 6.4(b).

“Notes” are defined in Section 2.

“Person” means an individual, partnership (limited or general), corporation, joint venture, limited liability company, association, trust, business trust, unincorporated organization or business entity.

“Purchaser” is defined in the first paragraph of this Agreement.

“Registration Rights Agreement” is defined in Section 4.1(d).

“Securities” are defined in Section 6.4(a).

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Settlement” is defined in Section 6.4(a).

“Settlement Agreement” is defined in Section 4.1(f).

“Temporary Notes” are defined in Section 2.

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Schedule B

INFORMATION RELATING TO PURCHASERS

1

(2)                                 All communications, including notices of payments and written confirmations of such         wire transfers:

With respect to Credit Suisse Securities (USA) LLC:

Credit Suisse Securities (USA) LLC

Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attn: LCD-IBD

and with respect to Deutsche Bank Securities Inc.:

Deutsche Bank Securities Inc.

▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

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Exhibit 1

[FORM OF TEMPORARY NOTE]

1

Exhibit 2

[FORM OF INDENTURE]

1

Exhibit 3

[FORM OF REGISTRATION RIGHTS AGREEMENT]

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Exhibit 4

[FORM OF V&E OPINION]

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EXHIBIT 1

[FORM OF TEMPORARY NOTE]

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

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

THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER STATED HEREIN.

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HUNTSMAN INTERNATIONAL LLC

5½%  Senior Note due 2016

$                      

HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (the “Company”), for value received, promises to pay to                      or registered assigns (the “Holder”), the principal sum of $              , on June 30, 2016.

Interest Payment Dates:  June 30 and December 31 (commencing December 31, 2009)

Record Dates:  June 15 and December 15

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

This Note is issued in accordance with the Note Purchase Agreement, dated June 22, 2009, by and among Huntsman International LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. (the “Note Purchase Agreement”) and may not be transferred, except in accordance with the terms of the Note Purchase Agreement.

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

Registered address of Holder:

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(REVERSE OF NOTE)

5½%  Senior Note due 2016

1.             Interest.  HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (the “Company”), promises to pay interest on the principal amount of this Note at the rate per annum shown above.  Interest on this Note will accrue from the most recent date on which interest has been paid or, if no interest has been paid, from June 23, 2009.  The Company will pay interest semi-annually in arrears on each June 30 and December 31 (each, an “Interest Payment Date”) and at stated maturity, commencing on December 31, 2009.  Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

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

2.             Method of Payment.  The Company shall pay interest on this Note (except defaulted interest) to the Persons who are the registered Holders at the close of business on the June 15 or December 15 (each, a “Record Date”) immediately preceding the Interest Payment Date even if the Notes are cancelled on registration of transfer or registration of exchange after such Record Date.  The Holder must surrender this Note to the Company or its paying agent to collect principal payments.  The Company shall pay principal, premium and interest in immediately available funds by wire transfer to an account number designated by the Holder payable in money of the United States that at the time of payment is legal tender for payment of public and private debts.  The Company may deliver any such interest payment to the Holder at the Holder’s registered address set forth hereon.

3.             Exchange; Indenture.  On or prior to thirty (30) days from the date hereof, the Company shall exchange (the “Exchange”) this Note (including any right to accrued interest therein), against delivery thereof, for a beneficial interest in a new 5½% Senior Note due 2016 of the Company (an “Indenture Note”) of equal principal amount (and accruing interest from the same date) issued and authenticated pursuant to the Indenture attached as Exhibit 2 to the Note Purchase Agreement  (the “Indenture”, which shall be executed in substantially such form, subject only to completion of missing information and subject to any changes as shall be reasonably requested by the Trustee thereunder).  The Indenture Note will be issued in the form of a Global Security as provided for in the Indenture.  By acceptance of this Note, the holder hereof agrees to deliver this Note, together with any required information needed to effect the issuance of the Indenture Note, to the Company to effect the Exchange, upon not less than two business days notice.

Prior to completion of the Exchange, the Company and the holder of this Note agree that they will be bound by the following provisions of the Indenture with respect to this Note as though this Note were a Note issued under the Indenture:  Article IV (Covenants), Article V (Successor Corporation), Article VI (Defaults and Remedies), Sections 9.01 ([Amendments] Without Consent of Holders), 9.02 ([Amendments] With Consent of Holders), 9.06 (Trustee to Sign Amendments, Etc.), 13.07 (Legal Holidays), 13.08 (Governing Law), 13.09 (No Adverse Interpretation of Other Agreements), 13.10 (No Recourse Against Others), 13.11 (Successors),

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13.12 (Duplicative Originals), 13.13 (Severability) and 13.14 (Independence of Covenants), and any definitions in Article I that are relevant to any of the foregoing (together, the “Applicable Provisions”).  Such Applicable Provisions shall be deemed incorporated by reference in this Note with the same effect as if they were included herein.  For purposes of the foregoing, all references in the Applicable Provisions to (i) the “Trustee” shall be deemed instead to refer to the holder of this Note, (ii) the “Issue Date” shall be deemed instead to refer to the date of this Note, and (iii) a “Guarantor” shall be deemed to refer to the subsidiaries of the Company named as Guarantors in the Indenture, notwithstanding the fact that they have not yet executed a guarantee of the Indenture Notes.

4.             Optional Redemption.  This Note will be redeemable, at the Company’s option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption.

5.             Notice of Redemption.  Notice of redemption will be delivered at least 30 days but not more than 60 days before the Redemption Date to the Holder at its registered address, except as provided in the Indenture.  Notes in denominations larger than $1,000 may be redeemed in part.

6.             Exchange Default.  If the Company fails to consummate the Exchange by thirty (30) days from the date hereof for any reason (other than the failure of a Purchaser to deliver a Temporary Note when reasonably requested in connection with the Exchange) (an “Exchange Default”), then, as liquidated damages for such Exchange Default, in addition to the 5½ % base interest, the Temporary Notes shall accrue at a per annum rate of 5% from the date of such Exchange Default until the Exchange is consummated.

7.             Denominations; Transfer; Exchange.  The Notes are in fully registered form only, without coupons, in denominations of $1,000 and integral multiples of $1,000.  The Company may require a Holder, among other things, to furnish reasonable endorsements and transfer documents and to pay transfer taxes or similar governmental charges payable in connection therewith, and to evidence compliance with any applicable restrictions on transfer applicable to this Note under applicable law. This Note may not be transferred without consent of the Company.

8.             Register.  The Company (and its agent) may treat the person in whose name this Note is registered as the Holder and the owner of this Note for the purpose of receiving payment and for all other purposes of this Note.  Notwithstanding anything to the contrary herein, the right to receive payments of interest and principal under this Note shall be transferable only upon surrender for cancellation of this Note, and the issuance of a new Note registered in the name of the transferee.  In addition, the Company or its agent shall maintain at one of its offices in the United States a register (“Register”) in which it shall record the name of the Holder and any assignee and the principal amount of the Notes owing to each Holder and assignee, and no transfer of the right to principal and interest under a Note shall be valid unless so registered.  The entries in the Register shall be conclusive, and the Company, its agent and the Holders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Note, notwithstanding notice to the contrary.

9.             No Recourse Against Others.  No past, present or future stockholder, director, officer,

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employee or incorporator, as such, of the Company shall have any liability for any obligation of the Company under this Note or for any claim based on, in respect of or by reason of, such obligations or their creation.  The Holder by accepting this Note waives and releases all such liability.  The waiver and release are part of the consideration for the issuance of this Note.

10.           Governing Law.  This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

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[FORM OF ASSIGNMENT]

I or we assign to

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER

(please print or type name and address)

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

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

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TEMPORARY GUARANTEE

For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the payments of principal of, premium, if any, and interest on this Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, all in accordance with and subject to the terms and limitations of this Note and Article Eleven of the Indenture referred to in this Note (to be interpreted as if this Note and this Guarantee were issued thereunder).

THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The undersigned Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee.

This Guarantee is subject to release upon the terms set forth in the Indenture, and will be released automatically upon consummation of the Exchange referred to in the Note.

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

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INDENTURE

Dated as of June     , 2009

Among

HUNTSMAN INTERNATIONAL LLC, as Issuer,

each of the Guarantors named herein

and

[l], as Trustee

$600,000,000

5 ½ % Senior Notes due 2016

TABLE OF CONTENTS

i

ARTICLE IV
COVENANTS

ii

iii

iv

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

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INDENTURE, dated as of June      , 2009, among HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (the “Company”), each of the Guarantors named herein, as guarantors, and [l], a national banking association, as trustee (the “Trustee”).

The Company has duly authorized the creation of an issue of 5 ½ %  Senior Notes due 2016 (the “Notes”).  All things necessary to make the Notes, when duly issued and executed by the Company and authenticated and delivered hereunder, the valid and binding obligations of the Company and to make this Indenture a valid and binding agreement of the Company have been done.

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

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01           Definitions.

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

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

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

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

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

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

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

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

“Asset Acquisition” means (a) an Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Company or of any Restricted Subsidiary of the Company, or shall be merged with or into the Company or any Restricted Subsidiary of the Company, or (b) the acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any Person (other than a Restricted Subsidiary of the Company) which constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.

“Asset Sale” means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by the Company or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Company or a Restricted Subsidiary of the Company of (a) any Capital Stock of any Restricted Subsidiary of the Company; or (b) any other property or assets of the Company or any Restricted Subsidiary of the Company other than in the ordinary course of business; provided, however, that Asset Sales shall not include (i) a transaction or series of related transactions for which the Company or its Restricted Subsidiaries receive aggregate consideration of less than $50 million, (ii) sales, pledges, conveyances or other transfers of accounts receivable or participations or other interests therein and related assets (including contract rights) of the type specified in the definition of “Qualified Securitization Transaction” directly or indirectly to a Securitization Entity for the Fair Market Value thereof, (iii) sales or grants of licenses to use the patents, trade secrets, know-how and other intellectual property of the Company or any of its Restricted Subsidiaries to the extent that such license does not prohibit the Company or any of its Restricted Subsidiaries from using the technologies licensed or require the Company or any of its Restricted Subsidiaries to pay any fees for any such use, (iv) the sale, lease, conveyance, disposition or other transfer (A) of all or substantially all of the assets of the Company as permitted under Section 5.01, (B) of any Capital Stock or other ownership interest in or assets or property of an Unrestricted Subsidiary or a Person which is not a Subsidiary, (C) pursuant to any foreclosure of assets or other remedy provided by applicable law to a creditor of the Company or any Subsidiary of the Company with a Lien on such assets, which Lien is permitted under this Indenture; provided that such foreclosure or other remedy is conducted in a commercially reasonable manner or in accordance with any bankruptcy law, (D) involving only Cash Equivalents, Foreign Cash Equivalents or inventory in the ordinary course of business or obsolete or worn out property or property that is no longer useful in the conduct of the business of the Company or its Restricted Subsidiaries in the ordinary course of business consistent with past practices of the Company or such Restricted Subsidiaries or (E) including only the lease or sublease of any real or personal property in the ordinary course of business, (v) the consummation of any transaction in accordance with the terms of Sections 4.03 and 5.01 hereof and (vi) Permitted Investments.

“Bankruptcy Law” means ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code or any similar federal, state or

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foreign law for the relief of debtors.

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

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

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

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

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

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

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

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recognized rating agency relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, (v) “Money Market” preferred stock maturing within six months after issuance thereof or municipal bonds issued by a corporation organized under the laws of any state of the United States of America, which has a rating of “A” or better by S&P or ▇▇▇▇▇’▇ or the equivalent rating by any other nationally recognized rating agency, (vi) tax exempt floating rate option tender bonds backed by letters of credit issued by a national or state bank whose long-term unsecured debt has a rating of AA or better by S&P or Aa2 or better by ▇▇▇▇▇’▇ or the equivalent rating by any other nationally recognized rating agency, and (vii) shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P or at least Aaa or the equivalent thereof by ▇▇▇▇▇’▇ or any other mutual fund holding assets consisting (except for de minimis amounts) of the type specified in clauses (i) through (vi) above.

“Change of Control” means (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than ▇▇. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, his spouse, direct descendants, an entity controlled by any of the foregoing and/or by a trust of the type described hereafter, and/or a trust for the benefit of any of the foregoing (the “Huntsman Group”) or GOP, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the then outstanding voting capital stock of the Company other than in a transaction having the approval of the Board of Managers of the Company at least a majority of which members are Continuing Managers; or (b) Continuing Managers shall cease to constitute at least a majority of the persons constituting the Board of Managers of the Company.

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

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

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

“Clearing Agency” has meaning provided in Section 2.15.

“Clearstream” shall mean Clearstream Banking S.A.

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

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

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

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

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

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

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during the four full fiscal quarters for which financial statements are available as provided pursuant to Section 4.09 (the “Four Quarter Period”) ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the “Transaction Date”) to Consolidated Fixed Charges of such Person for the Four Quarter Period.  In addition to and without limitation of the foregoing, for purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed Charges” shall be calculated after giving effect on a pro forma basis for the period of such calculation to (i) the incurrence or repayment or other reduction or discharge of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period and (ii) any asset sales (other than asset sales (A) in the ordinary course of  business or (B) involving a nominal amount of gross assets of less than $25 million) or Asset Acquisitions (including any Asset Acquisition giving rise to the need to make such calculation) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four

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Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence, assumption or liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period.  If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a Person other than the Company or a Restricted Subsidiary, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness.  Furthermore, in calculating “Consolidated Fixed Charges” for purposes of determining the denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage Ratio,” (1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; (2) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and (3) notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

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

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum of, without duplication:  (i) the aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including without limitation, (a) any amortization of debt discount and amortization or write-off of deferred financing costs, 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) the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.

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

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

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of:  (x) the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP plus (y) cash dividends or distributions paid to such Person or a Restricted Subsidiary of such Person by any other Person (the “Payor”) other than a Restricted Subsidiary of the referent Person, to the extent not otherwise included in Consolidated Net Income, which have been derived from operating cash flow of the Payor; provided that there shall be excluded therefrom (a) after-tax gains and losses from Asset Sales or abandonments or reserves relating thereto, (b) after-tax items classified as extraordinary or nonrecurring gains, (c) the net income of any Person acquired in a “pooling of interests” transaction accrued prior to the date it becomes a Restricted Subsidiary of the Person or is merged or consolidated with the Person or any Restricted Subsidiary of the Person, (d) the net income (but not loss) of any Restricted Subsidiary of the Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted; provided, however, that the net income of Foreign Subsidiaries shall only be excluded in any calculation of Consolidated Net Income of the Company as a result of application of this clause (d) if the restriction on dividends or similar distributions results from consensual restrictions, (e) the net income or loss of any Person, other than a Restricted Subsidiary of the Person, except to the extent of cash dividends or distributions paid to the Person or to a Wholly Owned Restricted Subsidiary of the Person by such Person, (f) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following June 30, 1999, (g) income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued), (h) in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets, (i) non-cash charges relating to asset impairments, which charges do not require an accrual of or a Reserve for cash charges for any future period, (j) all gains or losses 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 to any Person, for any period, the aggregate depreciation, amortization and other non-cash charges of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charges constituting an extraordinary item or loss or any such charge which requires an accrual of or a reserve for cash charges for any future period).