SALE AND PURCHASE AGREEMENT June 14, 2002 among IMPERIAL CHEMICAL INDUSTRIES PLC ICI AMERICAS INC. ICI ALTA INC. ICI FINANCE PLC BNAC, INC. and CSFB GLOBAL OPPORTUNITIES PARTNERS, L.P.

any Competition Authority shall have been obtained in connection with the Partial Payment Transaction.

Any payments made pursuant to this Section 2.04 shall be made by the Buyer in immediately available funds by wire transfer to the ICI Bank Account. Notwithstanding any other provision to the contrary contained in this Agreement, (i) each Partial Payment Notice shall be revocable by the Buyer at any time prior to making the applicable payment and (ii) the failure of the Buyer to make any such payment shall not constitute a breach of any provision of this Agreement; provided that, in either case, the Buyer shall reimburse the ICI Parties for any out-of-pocket costs and expenses incurred by any of the ICI Parties which would not have been incurred in respect of the transactions contemplated by this Agreement in the absence of the giving of such Partial Payment Notice.

(iv) ICI Americas shall deliver to the Buyer letters of resignation from each of the officers of ICI Alta and the members of the Board of Directors of ICI Alta;

(v) the ICI Parties and the GOF Parties shall have made all mandatory filings which impose suspensory obligations and shall have taken all actions required to be taken by the ICI Parties and the GOF Parties, if any, with a Governmental Entity, in each case, that are required to be made or taken to consummate the transactions at the Final Closing and any decisions or confirmations required to be obtained from a Competition Authority shall have been obtained;

(vi) all applicable waiting and other time periods (and any extensions thereof) applicable to the transactions to be consummated at the Final Closing (A) under the HSR Act or (B) during which any Competition Authority could intervene with the effect of preventing the consummation of the Final Closing shall have been terminated or shall have expired or lapsed;

(vii) in respect of the transactions to be consummated at the Final Closing and any matters arising therefrom, the parties shall have received confirmation by way of a decision from the Commission of the European Union under Regulation 4064/89 (with or without the instigation of proceedings under Article 6(1)(c) thereof) that such transactions and any matters arising therefrom are compatible with the common market;

(viii) the ICI Parties shall deliver to the GOF Parties a certificate of good standing for ICI Alta from the Secretary of State of the State of Delaware and each other jurisdiction, if any, in which ICI Alta is then qualified to do business;

(ix) the ICI Parties shall deliver to the GOF Parties a certificate, executed by an authorized officer of each of ICI Parent, ICI Americas and ICI Alta, dated the Final Closing Date, certifying that, except for the Exceptions set forth in such certificate, (x) each of the representations and warranties made by such ICI Party on the date of the Initial Closing is true and correct in all material respects as if made on the Final Closing Date and (y) all covenants, agreements and conditions contained in this Agreement to be performed by such ICI Party on or prior to the Final Closing Date shall have been performed or complied with in all material respects; provided, however, notwithstanding anything to the contrary contained in this Agreement, the identification of any Exceptions in any such certificate shall be for disclosure purposes only and in no event shall any of the Exceptions be taken into account for the purposes of determining any (i) Warranty Breach, (ii) breach of covenant or agreement

to be performed by such ICI Party or (iii) Damages under this Agreement, and shall not constitute a cure of any (x) Warranty Breach or (y) breach of covenant or agreement to be performed by such ICI Party or prejudice, in any manner or form, the GOF Parties’ rights and remedies under this Agreement;

(x) the GOF Parties shall each deliver to the ICI Parties a certificate, executed by, in the case of the Buyer, an appropriate officer of the Buyer, or, in the case of GOF, an appropriate officer of the general partner of GOF, each dated the Final Closing Date, certifying that, except for the Exceptions set forth in such certificate, (x) each of the representations and warranties made by such GOF Party on the date of the Initial Closing is true and correct in all material respects as if made on the Final Closing Date and (y) all covenants, agreements and conditions contained in this Agreement to be performed by such GOF Party on or prior to the Final Closing Date shall have been performed or complied with in all material respects; provided, however, notwithstanding anything to the contrary contained in this Agreement, the identification of any Exceptions in any such certificate shall be for disclosure purposes only and in no event shall any of the Exceptions be taken into account for the purposes of determining any (i) Warranty Breach, (ii) breach of covenant or agreement to be performed by such GOF Party or (iii) Damages under this Agreement, and shall not constitute a cure of any (x) Warranty Breach or (y) breach of covenant or agreement to be performed by such GOF Party or prejudice, in any manner or form, any of the ICI Party’s rights and remedies under this Agreement; and

(xi) the ICI Parties (other than ICI Alta) shall deliver to the GOF Parties a release and waiver, in form and substance reasonably satisfactory to the GOF Parties, releasing and waiving any and all rights that the ICI Parties (other than ICI Alta) may have under the MIOA, the HIH Private Sale Letter Agreement, the HIH B Note Covenant Letter and the HIH Registration Rights Agreement (collectively, the “HIH-Related Agreements”) and any other acknowledgements and documents necessary, in the reasonable judgment of the Buyer, to evidence the release and waiver of such rights; provided that the applicable ICI Parties shall have received releases and waivers, in form and substance reasonably satisfactory to such ICI Parties, from the other parties to the HIH-Related Agreements releasing and waiving all of their liabilities and obligations thereunder.   

(a) the obligation of the Buyer to make the B Note Completion Payment and the obligation of the Buyer to pay the Alta Interest Purchase Price shall be without any recourse to the Buyer or any of its assets or properties other than the B Notes;

(c) subject to Section 2.06(a) and Section 2.06(b), the ICI Parties shall have recourse to the GOF Parties and all of their assets and properties with respect to the obligations of the GOF Parties under Section 2.07, Articles 10, 11, 13 and 14.

Section 2.07. Allocation. The ICI Parties and the GOF Parties agree that the B Note Completion Payment will be allocated and treated as a payment made towards the B Note Purchase Price. The ICI Parties and the GOF Parties agree that any other payments received after the date hereof by any of the ICI Parties from the Buyer under this Agreement in excess of the amount of the B Note Completion Payment will be allocated to and treated as a payment made in respect of the Buyer’s obligation to pay the Alta Interest Purchase Price in consideration for the sale by ICI Americas to the Buyer of the Alta Interest. The parties hereby acknowledge and agree that, as of the date hereof, the assets of ICI Alta consist of both the HIH Interest and ICI Alta’s rights to sell the HIH Interest to HSCC under the MIOA.

Section 2.08. Withholding. (a) If ICI Americas or any assignee thereof that is a “U.S. person” for U.S. federal income tax purposes does not deliver the certificate described in Section 11.03(e) at or prior to the Final Closing, (i) the GOF Parties shall be permitted to withhold from the Alta Interest Purchase Price the amount required to be withheld pursuant to Section 1445 of the Code, as calculated by the GOF Parties in good faith, (ii) the GOF Parties shall not be deemed to be in default of any of their obligations under this Agreement by virtue of having withheld such amount, and (iii) the amount so withheld shall be deemed to have been paid to ICI Americas or its assignee on the date that any amounts not so withheld were paid for all purposes under this Agreement. If the GOF Parties withhold any amount under this Section 2.08, the GOF Parties agree promptly to pay over the withheld amount to the Internal Revenue Service in the manner prescribed by the Code and the regulations thereunder, and to provide ICI Americas or its assignee with such evidence of payment as ICI Americas or its assignee may reasonably request.

Section 3.02. Determination of Alta Interest FMV. (a) Without limiting any other rights of ICI Americas and ICI Finance under the Note Security Documents, ICI Americas and ICI Finance agree to determine the Alta Interest FMV before exercising their rights to sell or transfer or otherwise dispose of the Collateral pursuant to the Pledge Agreement. The Buyer and the ICI Parties agree that the procedures set forth in this Section 3.02 and Schedule 1 hereto shall be followed in order to determine the Alta Interest FMV.

(b) ICI Americas and ICI Alta shall have the right, at any time during the period commencing on the Trigger Date and ending on May 15, 2004 (the “Alta Interest Sale Period”), to sell or otherwise transfer or dispose of the Alta Interest or the HIH Interest (i) in the case of the Alta Interest or the HIH Interest, in one or more open market sales on arm’s length terms to one or more Persons who are not Affiliates of ICI Americas or ICI Alta or (ii) in the case of the HIH Interest, pursuant to the MIOA (“Third Party Sales”).

 (c)     (i) If ICI Americas or ICI Alta consummates one or more Third Party Sales of 50 per cent or more of either (x) the Alta Interest or (y) the HIH Interest during the Alta Interest Sale Period, the Alta Interest FMV shall be the price per share or the after-tax price per unit, as the case may be, at which the Alta Interest or the HIH Interest shall have been sold in such Third Party Sale (or if such shares or units have been sold in more than one Third Party Sale, the weighted average of such prices per share or unit), multiplied by the number of shares constituting the entire Alta Interest or the entire number of units constituting the HIH Interest, and in the case of the HIH Interest, subject to Section 3.02(d), adjusted for any assets or liabilities of ICI Alta at the Valuation Date other than the HIH Interest and the rights and obligations associated with the HIH Interest, in each case less the reasonable costs and expenses incurred by ICI Americas or ICI Alta in connection with such Third Party Sale(s) and evidenced by reasonably detailed supporting documentation.

law (including Treas. Reg. Section 1.1502-21(b)(2)(iv)), determined as if ICI Alta were filing a separate federal income tax return for the taxable year in which such sale or exchange occurs but without reduction for income not arising from the HIH Interest, and (B) 38 per cent.

(e) If ICI Americas or ICI Alta shall not have consummated one or more Third Party Sales of 50 per cent or more of either (i) the Alta Interest or (ii) the HIH Interest, (i) at any time during the Alta Interest Sale Period, subject to Section 3.02(f), ICI Americas may, after consulting with the Buyer during a 10 Business-Day period, by written notice to the Buyer refer the determination of the Alta Interest FMV to the Expert in accordance with Schedule 1 hereto and (ii) by the last date of the Alta Interest Sale Period, subject to Section 3.02(f), the Buyer and ICI Americas shall refer the determination of the Alta Interest FMV to the Expert in accordance with Schedule 1 hereto.

(f) The Buyer and ICI Americas agree that, prior to the appointment of an Expert to determine the Alta Interest FMV pursuant to Section 3.02(e), the Buyer and ICI Americas shall use their reasonable efforts to agree in good faith upon the Alta Interest FMV within 60 days of the date on which the Information Package has been made available to the Buyer and ICI Americas.

Section 3.03. Actions After Determination of Alta Interest FMV. (a) Within 10 Business Days following the determination of the Alta Interest FMV, ICI Americas and ICI Finance agree to provide the Buyer with a notice setting forth (i) the Alta Interest FMV and (ii) the Adjusted B Note Completion Payment, if applicable.

(b) If the Alta Interest FMV is less than the sum of the Alta Interest Purchase Price and the B Note Completion Payment, ICI Americas and ICI Finance shall be entitled to sell or otherwise transfer or dispose of the Collateral in accordance with the terms of the Pledge Agreement; provided that, to the extent that the Alta Interest FMV exceeds the Alta Interest Purchase Price (the amount of such excess, the “B Note Payment Reduction Amount”), and if the Buyer shall not have made the B Note Completion Payment pursuant to Section 2.04(a)(i) or Section 2.05, the Buyer shall complete the purchase of the B Notes upon payment of an amount equal to the B Note Completion Payment less the B Note Payment Reduction Amount (such reduced amount, the “Adjusted B Note Completion Payment”).

(c) During the 10 Business-Day period following receipt by the Buyer of any notice setting forth the Adjusted B Note Completion Payment, the Buyer shall complete the purchase of the B Notes upon the delivery of the Adjusted B Note Completion Payment in immediately available funds by wire transfer to the ICI Bank Account. Upon such delivery of the Adjusted B Note Completion Payment, (i) ICI Finance, on behalf of the Secured Parties, shall deliver to the Buyer (A) the single authenticated note evidencing the B Notes and (B) a release and termination of the security interest provided by the Pledge Agreement and any other acknowledgements and documents necessary, in the reasonable judgment of the Buyer, to evidence the release and termination of such security interest, and (ii) ICI Americas shall assume all of the Buyer’s obligation to pay ICI Finance the B Note Payment Reduction Amount, and the Buyer shall not have any remaining obligation to pay the B Note Payment Reduction Amount to ICI Finance.

(d) If the Alta Interest FMV is greater than the sum of the Alta Interest Purchase Price and the B Note Completion Payment, (i) ICI Finance, on behalf of the Secured Parties, shall deliver to the Buyer (A) the single authenticated note evidencing the B Notes, (B) a release and termination of the security interest provided by the Pledge Agreement and any other acknowledgements and documents necessary, in the reasonable judgment of the Buyer, to evidence the release and termination of such security interest and (C) any and all instruments of transfer previously delivered by the Buyer to ICI Finance in respect of the B Notes, and (ii) ICI Americas shall assume all of the Buyer’s obligation to pay ICI Finance the B Note Completion Payment, and the Buyer shall not have any remaining obligation to pay the B Note Completion Payment to ICI Finance.

Section 4.01. Corporate Existence and Power. It is a corporation duly incorporated, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction in which it is incorporated, and it has all requisite corporate power and all licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except where the failure to have any such licenses, authorizations, permits, consents and approvals would not, individually or in the aggregate, reasonably be expected to (a) have a Material Adverse Effect on such ICI Party, (b) create, impose or give rise to any Lien or any obligation to ▇▇▇▇▇ ▇ ▇▇▇▇ on the Alta Interest, the HIH Interest or the B Notes or (c) adversely affect or impair in any respect the ability of such ICI Party to perform its obligations under this Agreement.

Section 4.02. Corporate Authorization. The execution, delivery and performance by such ICI Party of this Agreement and the Note Security Documents and the other agreements and instruments referred to in this Agreement to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action on the part of such ICI Party. This Agreement constitutes a valid and binding agreement of such ICI Party and, upon execution and delivery thereof as contemplated thereby, the Note Security Documents and the other agreements and instruments referred to in this Agreement to which it will be a party will constitute valid and binding agreements of such ICI Party. Each of this Agreement and the Pledge Agreement is enforceable against such ICI Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 6.04 . No Undisclosed Liabilities. Except as set forth in Section 6.04 of the ICI Disclosure Schedule, there are no liabilities or obligations of ICI Alta of any kind whatsoever, whether known or unknown, matured or unmatured, fixed or contingent, secured or unsecured, accrued, absolute, determined, determinable or otherwise, other than (a) taxes or interest, penalties and additional amounts related to taxes (which matters are separately addressed in Article 11), and (b) liabilities or obligations incurred in connection with this Agreement or any of the Note Security Documents or the transactions contemplated hereby or thereby.

Section 6.05. Intercompany Accounts. Section 6.05 of the ICI Disclosure Schedule contains a complete list of all intercompany balances as of the date hereof between ICI Alta and its Affiliates.

Section 6.06. Contracts. (a) Section 6.06(a) of the ICI Disclosure Schedule contains a true and complete copy (or, if oral, true and correct descriptions of the material terms and provisions) of all contracts, agreements, commitments, permits or licenses to which ICI Alta is a party or by which it or any of its assets or properties is bound. For the avoidance of doubt, any references in this Agreement to the assets or properties of ICI Alta shall include, without limitation, the HIH Interest, but shall not include, without limitation, HIH and its Subsidiaries and their respective assets and properties.

Section 9.03. Maintaining Records and Inspections; Access to Information. ICI Alta shall keep books of record and account customary for the business and activities conducted by ICI Alta, recognizing that ICI Alta is a wholly-owned holding company which does not conduct any trading activities. ICI Alta will permit any representatives designated by the Buyer to visit and inspect the books and records of ICI Alta at reasonable times and as often as reasonably requested and to make extracts from and copies of its books and records, and, as reasonably requested by the Buyer, permit any representatives designated by the Buyer to discuss the affairs, finances and condition of ICI Alta with the officers thereof. As reasonably requested by the Buyer, ICI Alta will permit the Buyer to discuss with the representatives of the ICI Parties, whose names are set forth in Section 9.03 of the ICI Disclosure Schedule, or any of the individuals from time to time employed in or holding the positions set forth in Section 9.03 of the ICI Disclosure Schedule, (a) matters relating to ICI Alta’s ownership of the HIH Interest and (b) subject to confidentiality provisions acceptable to ICI Alta, the affairs, finances and condition of HIH.

(c) merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell all or substantially all of its capital stock (in a single transaction or in a series of related transactions);

(d) except to HSCC or HIH or any of their Affiliates, or any of their respective designees, pursuant to or as expressly permitted by the MIOA or the HIH LLC Agreement, or except as expressly permitted by the Intercreditor Agreement, sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of (in a single transaction or in a series of related transactions), any of its assets (whether now owned or hereafter acquired) (including, without limitation, the HIH Interest), or purchase, lease, license or otherwise acquire, or agree to purchase, lease, license or otherwise acquire (in a single transaction or a series of related transactions), any assets of any other Person;

(f) split, combine or reclassify any of its capital stock or effect a recapitalization or reorganization of its capital stock;

(g) purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or any securities directly or indirectly convertible into or exercisable or exchangeable for any shares of its capital stock or any rights, warrants or options to acquire any such shares or other securities;

(h) issue or authorize the issuance of any shares of its capital stock, any other securities or any securities directly or indirectly convertible into or exercisable or exchangeable for any shares of its capital stock, or any rights, warrants or options to acquire, any of the foregoing; or

(i) except as set forth in the HIH LLC Agreement, enter into any voting trusts, voting agreements, proxies or other agreements or understandings with respect to the voting of the Alta Interest or the HIH Interest.

Section 9.12. Disaffiliation. Except with respect to the transactions contemplated by this Agreement (including, without limitation, the transactions permitted by Section 9.10(b)) or the MIOA, none of the ICI Parties shall take any action or enter into a transaction, agreement, understanding or commitment, the consummation of which would result in the record or beneficial owner of the HIH Interest no longer being an Affiliate of ICI Parent.

Section 9.13. Distributions. ICI Americas and ICI Alta shall notify the GOF Parties in writing within 10 Business Days of the receipt of any HIH Dividends or any Initial Payments, Optional Prepurchase Payment, Completion Payment (each as defined in the MIOA) or other payment received by ICI Alta pursuant to the MIOA.

Section 10.02. Intellectual Property. After the Final Closing, the GOF Parties shall not, and shall cause ICI Alta not to, use the name or letters “ICI” or any trademark or trade name thereof.

Section 10.03. Mandatory Merger Filings. (a) Each of the GOF Parties and the ICI Parties shall use its commercially reasonable best efforts to do all such things as are necessary to ensure that all mandatory merger filings (other than those required to be made prior to the Initial Closing) are made in the correct form as soon as possible following the date hereof and, in any event, within any applicable time limits. Such filings shall be agreed jointly by the GOF Parties and the ICI Parties; and each of the GOF Parties and the ICI Parties shall promptly disclose to the other party any correspondence received from any Competition Authority, and shall not, without the prior approval of the other party, communicate in any way with any Competition Authority, provided, however, that as regards any merger filing made to the European Commission pursuant to Regulation 4064/89 or any other jurisdiction where responsibility for the notification lies solely on the party or parties acquiring control, the GOF Parties shall (i) consult with the ICI Parties, (ii) give the ICI Parties the right to review and comment on any filing to be made with the relevant Competition Authority and on any communication with or from the relevant Competition Authority (save that the ICI Parties shall not have the right to review and comment on any information reasonably considered by the GOF Parties to be confidential information) and (iii) have due regard to the interests of the ICI Parties in ensuring that all mandatory merger filings are obtained, but the GOF Parties shall not be required to agree the filing with the ICI Parties. Each of the GOF Parties and the ICI Parties shall comply promptly with any inquiry or request for additional information from any Competition Authority. The GOF Parties shall comply with, and use all reasonable efforts to offer and agree to provide suitable undertakings to meet, all requirements of any Competition Authority.

Section 10.04. No Setoff. The Buyer shall not set off or deduct against any and all payments to be made by the Buyer to any of the ICI Parties under this Agreement or any of the Note Security Documents any amount the Buyer or any of its Affiliates is now owed or may hereafter be owed by any of the ICI Parties or any of their respective Affiliates.

Section 10.05. Further Assurances. Each of the ICI Parties and the GOF Parties agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement, the Note Security Documents and the other agreements and instruments referred to in this Agreement. Upon the reasonable request of any of the ICI Parties or the GOF Parties, from time to time, the GOF Parties or the applicable ICI Party or GOF Party, as the case may be, agrees to execute any and all further documents (including financing statements, amendments thereto and continuation statements), agreements and instruments, and take all further action (including filing Uniform Commercial Code and other financing and/or termination statements), which is necessary in order to (a) effectuate the transactions contemplated by this Agreement, the Note Security Documents and the other agreements and instruments referred to in this Agreement and (b) grant, preserve, protect, continue the protected status of and confirm or perfect the validity and priority of or release and terminate, as the case may be, the security interests created or intended to be created by the Note Security Documents and (c) transfer title to the Alta Interest, free and clear of Liens other than any Lien arising under the terms of, or restrictions or obligations expressly imposed by, this Agreement, the MIOA, the HIH LLC Agreement or the Intercreditor Agreement.

Section 10.06. Confidentiality. (a) As of the date of this Agreement, the provisions of the Confidentiality Agreement shall be incorporated into this Agreement, as of such provisions were set forth herein in full, mutatis mutandis, and shall apply to all of the transactions contemplated by this Agreement and the Note Security Documents.

(b) Clauses 2.1, 2.2, 2.3 and 2.4 and Clause 3 of the Confidentiality Agreement shall not apply to the disclosure of any Information (as defined in the Confidentiality Agreement) by the Buyer to (i) any potential purchasers or other transferees of all or a portion of the Buyer’s rights and obligations under this Agreement pursuant to Section 14.04 and to any potential source of financing in connection therewith or (ii) any lenders or other creditors of Huntsman Corporation or any of its Affiliates; provided that, with respect to clauses (i) and (ii), (x) the Buyer shall procure that the recipient of such Information shall sign an agreement agreeing to treat all such Information as confidential on terms similar to those contained in the Confidentiality Agreement and (y) ICI Parent shall be included as a third party beneficiary in any such agreement.

(c) Notwithstanding Clauses 2.1, 2.2 and 2.3 and 3 of the Confidentiality Agreement, the ICI Parties acknowledge and expressly agree that GOF has and shall be permitted to share Information, including the fact that discussions and negotiations have taken place and will continue to take place, concerning the transaction and the terms and conditions thereof with Huntsman Corporation and its Subsidiaries. The ICI Parties further acknowledge that Huntsman Corporation has been provided with copies, including drafts, of all agreements and documentation relating to the transaction, and that GOF and Huntsman Corporation have consulted and will continue to consult on various matters with regard to the transaction from time to time.

Section 10.07. Application of Section 11.12 of the HIH LLC Agreement. (a) No later than 30 days prior to the Final Closing, the Buyer shall obtain the written consent of HSCC pursuant to Section 11.2(x)(i) of the HIH LLC Agreement permitting the transfer and sale of the Alta Interest to the Buyer pursuant to the terms of this Agreement. Upon the provision of such consent and if and to the extent that the provisions of Section 11.12 of the HIH LLC Agreement are applicable as a result of the transfer and sale of the Alta Interest by ICI Alta to the Buyer pursuant to the terms of this Agreement, the applicable GOF Parties shall take the following actions for and on behalf of ICI Alta:

(ii) the GOF Parties shall have the authority and responsibility to act on behalf of ICI Alta in the conduct of the negotiation of any and all agreements, settlements and arrangements with the HIH Private Equity Investors with respect to the provisions of Section 11.12 of the HIH LLC Agreement; provided that the GOF Parties shall timely keep ICI Alta informed regarding the content, scope and status of any negotiations or discussions relating to any such agreement, settlement or arrangement with the HIH Private Equity Investors; provided further that no such agreement, settlement or arrangement entered into prior to the Final Closing shall impose any obligations on ICI Alta unless ICI Alta in its sole discretion shall have consented thereto in writing; and

(iii) the Buyer shall, and GOF shall cause the Buyer to, purchase the HIH Private Equity Investors’ Units or conclude any other arrangements with the HIH Private Equity Investors on a basis that does

not result, under the terms of Section 11.12(a) of the HIH LLC Agreement, in any cut-back of the amount of the Alta Interest purchased by the Buyer under this Agreement.

(b) So long as the Buyer is timely performing its obligations under Section 10.07(a), ICI Alta shall exclusively act through the GOF Parties in connection with the performance of its obligations under Section 11.12 of the HIH LLC Agreement and ICI Alta shall not independently take any action under such Section 11.12, including without limitation drafting or distributing a Transfer Notice (as defined in the HIH LLC Agreement), initiating discussions or negotiations with the HIH Private Equity Investors, or responding to any discussions or negotiations initiated by the HIH Private Equity Investors other than in a manner consistent with any position communicated to ICI Alta by the GOF Parties.

(c) The GOF Parties and ICI Alta hereby agree that any Transfer Notice (as defined in the HIH LLC Agreement) shall be consistent with the allocation of the Alta Interest Purchase Price as set forth in Section 2.07.

Section 11.01. Definitions. The following terms, as used herein, have the following meanings:

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

“Post-Closing Tax Period” means any Tax period beginning after the Final Closing Date; and, with respect to a Tax period that begins on or before the Final Closing Date and ends thereafter, the portion of such Tax period beginning after the Final Closing Date.

“Pre-Closing Tax Period” means any Tax period ending on or before the Final Closing Date; and, with respect to a Tax period that begins on or before the Final Closing Date and ends thereafter, the portion of such Tax period ending on the Final Closing Date.

“Seller Group” means, with respect to federal income Taxes, the affiliated group of corporations (as defined in Section 1504(a) of the Code) of which ICI Americas is a member and, with respect to state income or franchise Taxes, the consolidated, combined or unitary group of which ICI Americas or any of its Affiliates is a member.

“Tax” means (a) any tax, governmental fee or other like assessment or charge of any kind whatsoever (including, but not limited to, withholding on amounts paid to or by any person), together with any interest, penalty, addition to tax or additional amount imposed by any governmental authority (domestic or foreign) responsible for the imposition of any such tax, (a “Taxing Authority”) and including any transferee or secondary liability in respect of any Tax (whether imposed by law, contractual agreement or otherwise) and (b) any liability in respect of any tax as a result of being a member of any affiliated, consolidated, unitary or similar group with any other corporation at any time on or prior to the Final Closing Date.

“Tax Asset” means any net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction or any other credit or tax attribute that could be carried forward or back to reduce Taxes (including, without limitation, deductions and credits related to alternative minimum Taxes) and losses or deductions deferred by the Code or other applicable law (including, without limitation, pursuant to Section 163(e)(3) or Section 163(j) of the Code).

“Tax Item” means, with respect to any income Tax, any item of income, gain, loss, deduction, and credit.

(b) ICI Americas represents and warrants to the GOF Parties that, to ICI’s Knowledge, Section 11.02 of the ICI Disclosure Schedule sets forth in all material respects as of the date specified therein (i) the tax basis of ICI Alta in its assets, (ii) the amount of any net operating loss, net capital loss, unused investment credit or other credit, unused foreign tax credit, or excess charitable contribution and losses or deductions deferred by the Code or other applicable law (including, without limitation, pursuant to Section 163(e)(3) or Section 163(j) of the Code) allocable to ICI Alta, and (iii) the amount of any deferred gain or loss allocable to ICI Alta arising out of any intercompany transactions assuming, where necessary, that ICI Alta were to leave any affiliated, consolidated, unitary, or similar group on the Initial Closing, and making other reasonable assumptions as necessary.

(c) ICI Americas represents and warrants to the GOF Parties as of the date hereof that ICI Alta is not a party to any tax sharing agreement or similar arrangement.

Section 11.03. Tax Covenants. (a) The GOF Parties covenant that they will not cause or permit ICI Alta, any Subsidiary or any Affiliate of the GOF Parties (i) to take any action on the Final Closing Date other than in the ordinary course of business, including but not limited to the distribution of any dividend or the effectuation of any redemption, that could give rise to any Tax liability for or reduce any Tax Asset of the Seller Group or give rise to any Loss (as defined in Section 11.06(a)), of the Seller Group, or (ii) to make or change any Tax election, amend any Return, take any Tax position, take any action, omit to take any action or enter into any transaction, merger, or restructuring, that results in any amount of increased Tax liability or reduction of any Tax Asset of ICI Americas or of the Seller Group in respect of any Pre-Closing Tax Period, provided, however, that Section 11.03(a)(ii) shall not apply with respect to the amendment of any Return if such amendment is required as a result of a Final Determination.

(b) All material Returns required to be filed on or after the date of the Final Closing Date with respect to ICI Alta (excluding separate Returns required to be filed by ICI Alta, which shall be filed by ICI Alta) with respect to any Tax Period that ends on or prior to the Final Closing Date will be prepared and filed by ICI Americas when due (taking into account any extension of a required filing

(c) The GOF Parties shall promptly pay or cause to be paid to ICI Americas the after-tax amounts of all refunds of Taxes and interest thereon received by the GOF Parties, any Affiliate of the GOF Parties, or ICI Alta attributable to Taxes paid by ICI Americas or ICI Alta (or any predecessor or Affiliate of ICI Americas) with respect to any Pre-Closing Tax Period. If, in lieu of receiving any refund, ICI Alta reduces a Tax liability with respect to a Post-Closing Tax Period or increases a Tax Asset that can be carried forward to a Post-Closing Tax Period, the GOF Parties shall promptly pay or cause to be paid to ICI Americas the amount of such reduction in Tax liability or the amount of any benefit resulting from such increase in Tax Assets, as the case may be. The benefit resulting from an increase in a Tax Asset shall be calculated on the same basis as applicable to Tax Benefit pursuant to Section 11.10(c).

(d) All federal and state and local transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with transactions contemplated by this Agreement (including any real property transfer Tax and any similar Tax) shall be borne and paid 50 per cent by ICI Americas and 50 per cent by the GOF Parties. All foreign transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with transactions contemplated by this Agreement (including any real property transfer Tax and any similar Tax) shall be borne and paid by ICI Americas. Each party will prepare and timely file, at its own expense, all Returns and other documentation with respect to such Taxes that it is required to file and, if required by applicable law, the other party will join in the execution of any such Returns and other documentation.

(e) At the Final Closing, ICI Americas shall furnish the GOF Parties an affidavit, stating, under penalty of perjury, the transferor’s United States taxpayer identification number and that the transferor is not a foreign person, pursuant to Section 1445(b)(2) of the Code.

(f) Any Tax Return which includes or is based on the operations, ownership, assets or activities of ICI Alta for any Pre-Closing Tax Period, and any Tax Return which includes or is based on the operations, ownership, assets or activities of ICI Alta for any Post-Closing Tax Period to the extent the items reported on such Tax Return might reasonably increase any Tax liability of ICI Americas for any Pre-Closing Tax Period, shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the applicable tax law), and to the extent any items are not covered by past practices (or in the event such past practices are no longer permissible under the applicable tax law), in accordance with reasonable Tax accounting practices selected by the filing party with respect to such Tax Return under this Agreement with the consent (not to be unreasonably withheld or delayed) of the non-filing party.

Section 11.04. Tax Sharing Agreements. ICI Americas agrees that after the date hereof it will not cause or permit ICI Alta to enter into any tax sharing agreement or similar arrangements.

Section 11.05. Cooperation on Tax Matters. The GOF Parties and ICI Americas agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to ICI Alta as is reasonably necessary for the filing of any Return (including any report required pursuant to Section 6043 of the Code and all Treasury Regulations promulgated thereunder), for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment. The GOF Parties and ICI Americas agree to retain or cause to be retained all books and records pertinent to ICI Alta until the applicable period for assessment under applicable law (giving effect to any and all extensions or waivers) has expired, and to abide by or cause the abidance with all record retention agreements entered into with any Taxing Authority. Each party agrees to give the other party reasonable notice prior to transferring, discarding or destroying any such books and records relating to Tax matters and, if the other party, after receipt of such notice, so requests, the first party shall allow the other party to take possession of such books and records. The GOF Parties and ICI Americas shall cooperate with each other in the conduct of any audit or other proceedings involving ICI Alta for any Tax purposes and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this subsection.

(b) If any claim or demand for Taxes in respect of which indemnity may be sought pursuant to this Section 11.06 is asserted in writing against a Buyer Indemnitee, such Buyer Indemnitee shall notify ICI Americas of such claim or demand in sufficient time to allow ICI Americas to timely respond to such claim or demand, and shall give ICI Americas such information with respect thereto as ICI Americas may reasonably request provided, that failure to give ICI Americas notice of its obligations under this Section 11.06 shall not affect ICI Americas’ obligations hereunder, except to the extent that such failure results in an increase in the Loss incurred or suffered by such Buyer Indemnitee, in which case ICI Americas shall have no liability for the increase in such Loss that results from such Buyer Indemnitee’s failure to give ICI Americas notice under this Section 11.06. ICI Americas may discharge, at any time, its indemnification obligation under this Section 11.06 by paying to the Buyer Indemnitee the amount payable pursuant to this Article 11, calculated on the date of such payment. Provided that ICI Americas has agreed in writing with the Buyer that, subject to the second preceding sentence, ICI Americas is liable for any Taxes resulting from such claim, suit, action, litigation or proceeding (including any Tax audit), ICI Americas may, at its own expense, participate in and, upon notice to the Buyer Indemnitee, assume the defense of any such claim, suit, action, litigation or proceeding (including any Tax audit) but solely with respect to the issue relating to such claim. If ICI Americas assumes such defense, ICI Americas shall have the sole discretion as to the conduct of such defense and the Buyer Indemnitee shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by ICI Americas. Whether or not ICI Americas chooses to defend or prosecute any

Section 11.07. Indemnification by the Buyer. (a) Notwithstanding Section 11.06(a), the GOF Parties agree that ICI Americas is to have no liability for any Tax resulting from any action taken or caused or permitted to be taken by the GOF Parties in violation of the agreements set forth in Section 11.03(a), and agrees to indemnify and hold harmless ICI Americas and its Affiliates against (i) any such Tax, (ii) any Loss incurred or suffered by ICI Americas or any of its Affiliates, arising out of a breach by the GOF Parties of any other covenant or agreement contained in this Article 11, and (iii) any Tax or Loss incurred or suffered by ICI Americas arising out of an election by the GOF Parties under Section 338(g) of the Code.

(b) If any claim or demand for Taxes in respect of which indemnity may be sought pursuant to this Section 11.07 is asserted in writing against ICI Americas, ICI Americas shall notify the GOF Parties of such claim or demand in sufficient time to allow the GOF Parties to timely respond to such claim or demand, and shall give the GOF Parties such information with respect thereto as the GOF Parties may reasonably request provided, that failure to give the GOF Parties notice of its obligations under this Section 11.07 shall not affect the GOF Parties’ obligations hereunder, except to the extent that such failure results in an increase in the Loss incurred or suffered by such ICI Americas, in which case the GOF Parties shall have no liability for the increase in such Loss that results from ICI Americas’ failure to give the GOF Parties notice under this Section 11.07. The GOF Parties may discharge, at any time, their indemnification obligation under this Section 11.07 by paying to the ICI Americas the amount payable pursuant to this Article 11, calculated on the date of such payment. Provided that the GOF Parties have agreed in writing with ICI Americas that, subject to the second preceding sentence, the GOF Parties are liable for any Taxes resulting from such claim, suit, action, litigation or proceeding (including any Tax audit), the GOF Parties may, at their own expense, participate in and, upon notice to the ICI Americas, assume the defense of any such claim, suit, action, litigation or proceeding (including any Tax audit) but solely with respect to the issue relating to such claim. If the GOF Parties assume such defense, the GOF Parties shall

Section 11.09. Proration of Taxes. (a) Tax Items shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods based on a closing of the books and records of the relevant entity or entities as of the Final Closing Date (provided that any Tax Item incurred by reason of the transactions occurring on or before the Final Closing Date as contemplated by this Agreement shall be treated as occurring in a Pre-Closing Period and any Tax Item incurred by reason of a transaction occurring after the Final Closing Date shall be treated as occurring in a Post-Closing Tax Period.)

(b) ICI Alta will not exercise any option or election (including any election to ratably allocate a Tax year’s items under Treasury Regulation Section 1.1502-76(b)(2)(ii)) to allocate Tax items in a manner inconsistent the foregoing.

Section 11.10. Other. (a) Any payment pursuant to this Article 11 shall be made not later than 30 days after receipt by of written notice stating that any Loss has been paid and providing the amount thereof and of the indemnity payment requested.

(b) The parties agree that any indemnification or similar payments (and/or any payments or adjustments) made pursuant to this Agreement shall be treated for all Tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable law.

(c) If an indemnification obligation under this Article 11 arises in respect of an adjustment which makes allowable to the other party any deduction, amortization, exclusion from income or other allowance (a “Tax Benefit”) which would not, but for such adjustment, be allowable, then (i) the party with the obligation to indemnify shall promptly pay to other the full amount for which the other is indemnified pursuant to Article 11, and (ii) to the extent that the other actually reduces its Tax liability as a result of utilizing any such Tax Benefit, which reduction in Tax liability would not have occurred but for such Tax Benefit, the other party shall pay the first party the amount of Taxes actually

Section 12.01. Trigger Events. For the purposes of this Agreement and the Note Security Documents, any one or more of the following events shall be a “Trigger Event”:

(b) an involuntary case or other proceeding shall be commenced against a GOF Party seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 50 Business Days; or an order for relief shall be entered against a GOF Party, under U.S. federal bankruptcy laws as now or hereafter in effect;

(c) (i) a GOF Party shall assert in a formal legal proceeding that, or (ii) a court of competent jurisdiction shall determine that (other than by reason of any act or omission by or on behalf of any of the ICI Parties or any of its Affiliates), any security interest purported to be created by any Note Security Document is not a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Note Security Document) security interest in the securities, assets or properties covered thereby; or

(d) there shall have occurred a Change of Control of Newco.

If any one or more of the Trigger Events specified in paragraphs (c) and (d) above shall occur and be continuing for any reason whatsoever (whether

Section 13.02. Indemnification. (a) ICI Americas hereby agrees to and shall indemnify and hold harmless the GOF Parties and their Affiliates from and against any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding, whether amongst the parties to this Agreement or involving a third party) (“Damages”) incurred or suffered by the GOF Parties or any of their Affiliates arising out of or relating to any misrepresentation or breach of warranty (each such misrepresentation or

(b) ICI Finance hereby agrees to and shall indemnify and hold harmless the GOF Parties and their Affiliates from and against any and all Damages incurred or suffered by the GOF Parties or any of their Affiliates arising out of or relating to any Warranty Breach or breach of covenant or agreement made or to be performed by ICI Finance pursuant to this Agreement; provided that, with respect to indemnification by ICI Finance pursuant to this Article 13, the maximum Damages of ICI Finance shall not exceed the aggregate amount it actually shall have received from the Buyer pursuant to this Agreement in respect of the sale of the B Notes less the aggregate amount of any payments made by ICI Americas to the GOF Parties pursuant to Section 13.03.

(c) ICI Parent hereby agrees to and shall indemnify and hold harmless the GOF Parties and their Affiliates from and against any and all Damages incurred or suffered by the GOF Parties or any of their Affiliates arising out of or relating to any Warranty Breach or breach of covenant or agreement made or to be performed by ICI Parent pursuant to this Agreement; provided that, with respect to indemnification by ICI Parent pursuant to this Article 13, the maximum Damages of ICI Parent shall not exceed the aggregate amount that ICI Americas and ICI Finance actually shall have received from the Buyer pursuant to this Agreement in respect of the sale of the Alta Interest and the B Notes, as the case may be, less the aggregate amount of any payments made by ICI Americas to the GOF Parties pursuant to Section 13.03; provided further that the limitation of liability of ICI Parent contained in this Section 13.02(c) shall not limit the obligations of ICI Parent under Article 8 in respect of the Obligations of ICI Americas and ICI Finance under this Article 13.

(d) The GOF Parties hereby agree to and shall, jointly and severally, indemnify and hold harmless the ICI Parties and their respective Affiliates from

Section 13.03. Special Indemnification. (a) If an Event of Special Indemnification shall have occurred, the Buyer shall (i) have no obligation to consummate the Final Closing and (ii) except in respect of any Buyer Allocated Matter, ICI Americas hereby agrees to and shall indemnify and hold harmless the GOF Parties and their respective Affiliates from and against any and all Damages incurred or suffered by the GOF Parties or any of their respective Affiliates arising out of or relating to such Event of Special Indemnification.

(b) With respect to indemnification by ICI Americas pursuant to this Section 13.03, (i) the minimum Damages shall be:

(A) zero, if the applicable Event of Special Indemnification arose before the B Note Completion Payment shall have been made; or

(B) $75,000,000, if the applicable Event of Special Indemnification arose after the B Note Completion Payment shall have been made but before the Alta Interest Partial Payment shall have been made; or

(c) For purposes of this Section 13.03, “Damages” shall include, but shall not be limited to, consequential, incidental or other special damages, and loss of profits and loss of opportunity costs; provided, however, that any and all Damages shall be reasonably foreseeable, certain and not avoidable. In determining Damages under this Section 13.03, the characterization of any partial payment of the Alta Interest Purchase Price in this Agreement as non-refundable shall be disregarded.

(d) Notwithstanding anything to the contrary contained in this Agreement, if the Final Closing shall occur, the GOF Parties and their respective Affiliates shall be entitled to seek indemnification for Damages pursuant to Section 13.02.

(e) In the event that the minimum indemnification amounts set forth in Section 13.03(b)(i) shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Section 13.03, and this Section 13.03 shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this Section 13.03; and, in no event shall such minimum indemnification amounts be considered to be a penalty.

Section 13.04. Limitation On Damages. Notwithstanding anything to the contrary contained in this Agreement, in no event shall any of the GOF Parties, on the one hand, or any of the ICI Parties, on the other hand, be liable to the other for any punitive Damages resulting from any breach of this Agreement except to the extent that they are recovered against any of the GOF Parties or any of the ICI Parties as an Indemnified Party with respect to an indemnified Third Party Claim and provided that nothing in this Section 13.04 shall limit or reduce nor be deemed to limit or reduce any party’s liability to pay any monetary amount or interest expressed under this Agreement to be payable by any party to the other (including, without limitation, the B Note Completion Payment or the Alta Interest Purchase Price).

Section 13.05. Procedures. (a) The party seeking indemnification under Section 13.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under Section 13.02 and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the

(c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 13.05, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party.

(d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Section 13.06. Calculation of Damages. The amount of any Damages payable under Section 13.02 by the Indemnifying Party shall be net of any amounts recovered by the Indemnified Party under applicable insurance policies.

Section 13.07. Exclusivity. Section 13.02 and Section 13.03 of this Agreement will provide the exclusive remedy, whether at law or in equity, for any misrepresentation, breach of warranty, covenant or other agreement or other claim arising out of this Agreement or the transactions contemplated by this Agreement (other than those contained in Article 11); provided, however, that nothing contained in this Section 13.07 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Party nor shall there be any limitation of liability of the Indemnifying Party in connection with any such rights of the Indemnified Party to (a) bring a claim, demand, suit or cause of action otherwise available to the Indemnified Party based upon an allegation or allegations that the Indemnifying Party or any of its Affiliates committed fraud or made a willful, knowing or intentional misrepresentation in connection with this Agreement or any of the transactions contemplated hereby (“Fraud Claim”) or (b) to enforce

Section 14.01. Notices. All notices or other communications which are required or permitted under this Agreement shall be in writing and shall be delivered by hand or by an internationally-recognized overnight courier (with confirmation) or sent by telecopy (with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

if to GOF, to:

CSFB Global Opportunities Partners, L.P.
Eleven Madison Avenue, 16th Floor
New York, NY 10010
U.S.A.
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: ▇▇-▇▇▇-▇▇▇-▇▇▇▇

if to the Buyer, to:

BNAC, Inc.
c/o CSFB Global Opportunities Partners, L.P.
Eleven Madison Avenue, 16th Floor
New York, NY 10010
U.S.A.
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: ▇▇-▇▇▇-▇▇▇-▇▇▇▇

if to ICI Parent, to:

Imperial Chemical Industries PLC
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
Attention: General Counsel
Facsimile: ▇▇▇-▇▇▇-▇▇▇-▇▇▇▇

if to ICI Americas, to:

if to ICI Alta, to:

ICI Alta Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇.▇.
Attention: Secretary
Facsimile: ▇▇-▇▇▇-▇▇▇-▇▇▇▇

if to ICI Finance, to:

ICI Finance PLC
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
Attention: Company Secretary
Facsimile: ▇▇▇-▇▇▇-▇▇▇-▇▇▇▇

Pledgor is and at all times will continue to be the direct owner, beneficially and of record, of all of the Pledged Notes free and clear of any Liens other than the Security Interests. Assuming that ICI Finance has conveyed and delivered to the Pledgor the Pledged Notes free and clear of all Liens, none of the Pledged Notes is subject to any options to purchase or similar rights of any Person and none of the Pledged Notes is subject to prior written pledges or Liens in favor of any other Person, other than Liens created with the prior written consent of the Secured Parties (which consent shall not be unreasonably withheld) in favor of a third party for the sole purpose of discharging the Secured Obligations. The Pledgor is not and will not become a party to or otherwise bound by any agreement, other than this Agreement and the Sale and Purchase Agreement, which restricts in any manner the rights of any present or future holder of any of the Pledged Notes with respect thereto or which might prevent the Secured Parties from enforcing any of the terms and conditions of this Agreement or which would limit the Secured Parties in any such enforcement. No security agreement, financing statement or other instrument or public notice with respect to all or any part of the Collateral is on file or of record in any government or public office against the Pledgor, and the Pledgor has not filed or consented to the filing of any such agreement, statement, instrument or notice except such as may have been or will be filed or consented to in favor of the Secured Parties with respect to the Security Interests hereunder. No consent or approval of any Person or Governmental Entity is required to be obtained in connection with the execution, delivery, performance or enforcement by the Pledgor of this Agreement or if any such consent or approval is required, such consent or approval has been obtained.

enforceability hereof or for the perfection or enforcement of the Security Interests.

(d) UCC Filing Location. The Pledgor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The full legal name of the Pledgor is as set forth herein and the Pledgor has not since its formation, and does not do, business under any other name (including any trade name or business name). Under the Uniform Commercial Code, no filing in any office other than in the office of such Secretary of State or any other action is required to perfect a security interest in the Collateral.

(e) No Winding Up. The Pledgor has not taken any corporate action, nor have any steps been taken or legal proceedings been commenced or threatened, against the Pledgor, for the winding up, dissolution, administration or reorganization (whether by voluntary arrangement, scheme or arrangement or otherwise) or for the appointment of a receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of the Pledgor or any of its assets or revenues.

Section 3. Pledge. In order to secure the full and punctual payment of the Secured Obligations in accordance with the terms thereof, and to secure the performance of all the obligations of the Pledgor hereunder:

(a) As of the Initial Closing (as defined in the Sale and Purchase Agreement), the Pledgor hereby collaterally assigns and pledges to the Secured Parties and grants to the Secured Parties a security interest in the Collateral. Contemporaneously with the execution and delivery hereof, (i) the Pledgor is delivering the Pledged Notes to ICI Finance, on behalf of the Secured Parties, in pledge hereunder and (ii) ICI Finance is delivering to the Pledgor a written acknowledgement of receipt of the Pledged Notes.

(b) In the event that the Issuer at any time issues any additional or substitute notes to the Pledgor, or issues any other property in substitution for the Pledged Notes to the Pledgor, the Pledgor will immediately pledge and deposit with ICI Finance on behalf of the Secured Parties all such additional or substitute notes (or certificates or instruments evidencing such notes) or other property. Upon receipt of any additional or substitute notes (or certificates or instruments evidencing such notes) or other property, ICI Finance shall deliver to the Pledgor a written acknowledgement of receipt. All such additional or substitute notes and instruments constitute Pledged Notes and all such other property constitutes Collateral subject to all provisions of this Agreement.

(c) The Security Interests are granted as security only and shall not subject the Secured Parties to, or transfer or in any way affect or modify, any obligation or liability of the Pledgor or any of its Subsidiaries with respect to any of the Collateral or any transaction in connection therewith.

(d) The Pledgor will not create, incur, assume or permit to exist any Lien on the Collateral, other than pursuant hereto or with the consent of the Secured Parties (which consent shall not be unreasonably withheld), in favor of a third party for the sole purpose of discharging the Secured Obligations. If the validity or priority of this Agreement or of any rights, titles, security interests or other interests created or evidenced hereby or thereby shall be attacked, endangered or questioned, or if any legal proceedings are instituted with respect thereto, the Pledgor will give prompt written notice thereof to the Secured Parties and at the Pledgor’s own cost and expense will diligently endeavor to cure any defect that may be developed or claimed, and will take all necessary and appropriate steps for the defense of such legal proceedings. The Secured Parties (whether or not named as a party to legal proceedings with respect thereto) are hereby authorized and empowered to take such additional steps as in their sole judgment and discretion may be reasonably necessary or proper for the defense of any such legal proceedings or the protection of the validity or priority of this Agreement and the rights, titles, security interests and other interests created or evidenced hereby or thereby.

(e) The Pledgor will defend its title or interest to or in the Collateral against any and all Liens (other than the Lien created by this Agreement or Liens created prior to the Initial Closing) however arising, of all persons other than the Secured Parties or their respective Affiliates.

Section 5. Further Assurances. (a) If the Pledgor shall become entitled to receive or shall receive any instrument, certificate, option or right, whether as an addition to, in substitution of, or in exchange for, the Collateral or any part thereof, the Pledgor shall accept any such instruments and certificates as agent for the Secured Parties, shall hold them in trust for the Secured Parties, and shall deliver them forthwith to ICI Finance on behalf of the Secured Parties in the exact form received with the Pledgor’s endorsement when necessary, to be held by ICI

(c) The Pledgor agrees that it will not change its name or jurisdiction of organization in any manner or take any action that will cause it to no longer be a duly formed and validly existing corporation under the laws of the State of Delaware, unless it shall have given the Secured Parties not less than 30 days’ prior written notice of its intention to do so and shall have provided such information in connection therewith as the Secured Parties may reasonably request.

Section 6. Record Ownership of Pledged Notes. Upon the occurrence and during the continuance of a Non Payment Event, the Secured Parties may, in their sole discretion, cause any or all of the Pledged Notes to be transferred of record into one or both of the names of the Secured Parties or their respective nominees, as Secured Parties; provided that any such transfer of record shall in no event limit, prevent or otherwise impair the obligation of the Pledgor to complete the purchase of the Pledged Notes pursuant to Section 3.03 of the Sale and Purchase Agreement. The Pledgor will promptly give to the Secured Parties copies of any notices or other communications received by it with respect to Pledged Notes and the Secured Parties will promptly give to the Pledgor copies of any notices and communications received by the Secured Parties with respect to Pledged Notes.

Section 8. General Authority of the Secured Parties. The Pledgor hereby irrevocably appoints each of the Secured Parties as its true and lawful attorney to act jointly or severally, with full power of substitution, in the name of the Pledgor and the Secured Parties, for the sole use and benefit of the Secured Parties, but at the reasonable expense of the Pledgor, to the extent permitted by law, to exercise at any time and from time to time upon the occurrence and during the continuance of any Non Payment Event, in all cases subject to and in compliance with the UCC, all or any of the following powers with respect to all or any of the Collateral:

(a) to demand, ▇▇▇ for, collect, receive and give acquaintance for any and all monies due or to become due upon or by virtue thereof,

(b) to reasonably settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,

(c) to sell, transfer, assign or otherwise deal in or with the same or the proceeds or avails thereof, as fully and effectually as if the Secured Parties were the absolute owners thereof, and

(d) to extend the time of payment of any or all thereof and to make any allowance and other adjustments with reference thereto;

(a) Subject to the provisions of Section 2.06 and Article 3 of the Sale and Purchase Agreement, upon the occurrence and during the continuance of a Non Payment Event, the Secured Parties may exercise all the rights of secured parties after default under the Uniform Commercial Code (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, the Secured Parties may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery, and at such price or prices as the Secured Parties may deem satisfactory. Either or both of the Secured Parties may be the purchaser(s) of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). The Secured Parties are authorized, in connection with any such sale, if they deem it advisable so to do, (i) to restrict the prospective bidders on or purchasers of any of the Collateral to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Collateral, (ii) to cause to be placed on certificates for any or all of the Collateral a legend to the effect that such security has not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be disposed of in violation of the provision of the Act, and (iii) to impose such other limitations or conditions in connection with any such sale as the Secured Parties reasonably deem necessary or advisable in order to comply with the Act or any other law.

(b) The Pledgor will execute and deliver such documents and take such other action as the Secured Parties reasonably deem necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale, ICI Finance on behalf of the Secured Parties shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor which may be waived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay, valuation or appraisal which it has or may have under any law now existing or hereafter

Section 11. Application of Proceeds. Upon the occurrence and during the continuance of a Non Payment Event, the proceeds of any sale of, any collection from or other realization upon, all or any part of the Collateral and any cash held shall be applied by the Secured Parties in the following order of priorities:

first, to the payment of the expenses of such sale, collection or other realization, including reasonable compensation to any counsel for the Secured Parties, and all expenses, liabilities and advances incurred or made by the Secured Parties in connection therewith;

second, to the payment of the Secured Obligations; and

third, to pay to the Pledgor, or as a court of competent jurisdiction may direct, any surplus then remaining from the proceeds of the Collateral.

Section 12. Effectiveness; Termination of Security Interests. This Agreement and the Security Interests granted hereby shall become effective as of the date of this Agreement, and shall terminate on the date the B Note Completion Payment or the Adjusted B Note Completion Payment, as applicable, has been paid to ICI Finance. Upon any such termination, (a) all rights to the Collateral shall revert to the Pledgor, (b) the Secured Parties shall release any and all bonds powers and instruments representing the same, and (c) the Secured Parties shall execute and deliver to the Pledgor a release and termination, in form and substance reasonably satisfactory to the Pledgor, releasing and terminating the Security Interests and any other acknowledgements and documents necessary, in the reasonable judgment of the Pledgor, to evidence the release and termination of the Security Interests and (d) the obligation of the Pledgor to pay the Alta Interest Purchase Price shall be without any recourse to the Pledgor or any of its assets or properties, including the Pledged Notes.

Section 13. Notices. All notices or other communications which are required or permitted under this Agreement shall be in writing and shall be delivered by hand or by an internationally recognized overnight courier (with confirmation) or sent by telecopy (with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

if to the Pledgor, to:

BNAC, Inc.
c/o CSFB Global Opportunities Partners, L.P.
Eleven Madison Avenue, 16th Floor
New York, NY 10010
U.S.A.
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: ▇▇-▇▇▇-▇▇▇-▇▇▇▇

ICI Americas Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇.▇.▇.
Attention: Vice President, General Counsel & Secretary
Facsimile: ▇▇-▇▇▇-▇▇▇-▇▇▇▇

if to ICI Finance, to:

ICI Finance PLC
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
Attention: Company Secretary
Facsimile: ▇▇▇-▇▇▇-▇▇▇-▇▇▇▇

Section 14. Amendments and Waivers, Non-Exclusive Remedies. (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 15. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and in the event of an assignment of all or any of the Secured Obligations, the rights hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such indebtedness; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement or any interest herein or in the Collateral (and any such attempted assignment shall be void) without the written consent of each other party hereto, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, (a) each of the Secured Parties may, without the consent of the Pledgor and upon at least 10 days’ prior written notice thereof to

Section 17. Jurisdiction. The parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of any state or federal court located in the State of Delaware, and any appellate court with jurisdiction to review decisions of any such court, in any action or proceeding brought by any of the parties hereto arising out of or relating to this Agreement, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such court. Notwithstanding the foregoing, nothing in this Agreement shall affect any right that any of the parties may have to (a) bring any action or proceeding relating to this Agreement in any court that has jurisdiction by reason of a case pending under Title 11 of the U.S. Code or (b) seek recognition or enforcement of any judgment in other jurisdictions by suit on the judgment or in the manner provided by law. Each of the parties hereby irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, (a) ICI Finance hereby (i)

Section 18. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 19. Counterparts; No Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies under this Agreement.

Section 20. Severability. If any provision hereof is invalid or unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Secured Parties in order to carry out the intentions of the parties hereto as nearly as may be possible; and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

Section 21. Section 2.06 and Article 3 of the Sale and Purchase Agreement. In exercising their rights and remedies hereunder, the Secured Parties shall be subject to Section 2.06 and Article 3 of the Sale and Purchase Agreement.

Section 22. Survival. All covenants, agreements, representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall continue in full force and effect until this Agreement has terminated in accordance with Section 12 hereof.

SCHEDULE 1

ALTA INTEREST FMV DETERMINATION