0001104659-05-062749 Sample Contracts

CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 27th, 2005 • Huntsman International LLC • Chemicals & allied products • New York

This CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 12, 2005, is entered into by and among Huntsman International LLC, a Delaware limited liability company (the “Borrower”), the undersigned financial institutions, including Deutsche Bank AG New York Branch, in their capacities as lenders hereunder (collectively, the “Lenders,” and each individually, a “Lender”), Deutsche Bank AG New York Branch, as Lead Arranger for the Additional Term B Dollar Loans, as Administrative Agent (“Administrative Agent”) and as Collateral Agent (“Collateral Agent”) for the Lenders, and Sole Book Manager. Terms used herein and not otherwise defined herein shall have the same meanings as specified in the Credit Agreement (as defined below).

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HUNTSMAN INTERNATIONAL LLC
Supplemental Indenture • December 27th, 2005 • Huntsman International LLC • Chemicals & allied products • New York

SUPPLEMENTAL INDENTURE, dated as of December 20, 2005 (this “Supplemental Indenture”), between HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (the “Company”), the Guarantors named herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized under the laws of the United States, as trustee (the “Trustee”). All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Indenture.

HUNTSMAN INTERNATIONAL LLC
Supplemental Indenture • December 27th, 2005 • Huntsman International LLC • Chemicals & allied products • New York

SUPPLEMENTAL INDENTURE, dated as of December 20, 2005 (this “Supplemental Indenture”), between HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (the “Company”) as successor by merger to Huntsman LLC, a Utah limited liability company, the Guarantors named herein, and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association duly organized under the laws of the United States, as trustee (the “Trustee”). All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Indenture.

HUNTSMAN INTERNATIONAL LLC AND THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK as Trustee
Supplemental Indenture • December 27th, 2005 • Huntsman International LLC • Chemicals & allied products • New York

SUPPLEMENTAL INDENTURE, dated as of December 20, 2005 (this “Supplemental Indenture”), between HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (the “Company”), the Guarantors named herein and THE BANK OF NEW YORK, a New York banking corporation duly organized under the laws of the State of New York, as trustee (the “Trustee”). All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Indenture.

SUPPLEMENT NO.1 TO COLLATERAL SECURITY AGREEMENT
Collateral Security Agreement • December 27th, 2005 • Huntsman International LLC • Chemicals & allied products • New York

This SUPPLEMENT NO. 1 dated as of December 20, 2005 (this “Supplement”) to the Agreement (as defined below) is by Huntsman Advanced Materials Holdings LLC, a Delaware limited liability company, Huntsman Advanced Materials LLC, a Delaware limited liability company, and Huntsman Advanced Materials Americas, Inc., a Delaware corporation (each, a “New Assignor” and, collectively, “New Assignors”), each a Subsidiary of the Company, in favor of Deutsche Bank AG New York Branch, as Collateral Agent under the Collateral Security Agreement dated as of August 16, 2005, by and among Huntsman International LLC, a Delaware limited liability company, as an Assignee, certain subsidiaries of Huntsman International LLC from time to time party thereto, as Assignors, and Deutsche Bank AG New York Branch, as Collateral Agent (such Collateral Security Agreement, as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Agreement”) for the benefit of the Secured Parties ther

HUNTSMAN INTERNATIONAL LLC
Supplemental Indenture • December 27th, 2005 • Huntsman International LLC • Chemicals & allied products • New York

SUPPLEMENTAL INDENTURE, dated as of December 20, 2005 (this “Supplemental Indenture”), between HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (the “Company”), the Guarantors named herein, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized under the laws of the United States (as successor trustee to Bank One, N.A. and successor by consolidation with Wells Fargo Bank Minnesota, National Association), as trustee (the “Trustee”). All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Indenture.

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