HUNTSMAN INTERNATIONAL HOLDINGS LLC
EXHIBIT 10.2
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<TYPE>EX-10.2
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<FILENAME>a2087306zex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
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                                   Exhibit 10.2                   EXECUTION COPY


                       HUNTSMAN INTERNATIONAL HOLDINGS LLC
                                500 HUNTSMAN WAY
                                 SALT LAKE CITY
                                   UTAH 84108
                                       USA



CSFB Global Opportunities Partners, L.P.
Eleven Madison Avenue, 16th Floor
New York, New York  10010

BNAC, Inc.
c/o CSFB Global Opportunities Partners, L.P.
Eleven Madison Avenue, 16th Floor
New York, New York  10010

                                                                   June 14, 2002


Ladies and Gentlemen:

Reference is made to: (a) the Registration Rights Agreement dated as of June 30,
1999, as amended by a letter agreement dated December 20, 2001 (the
"Registration Rights Agreement"), between Huntsman International Holdings LLC,
formerly known as Huntsman ICI Holdings LLC (the "Issuer") and ICI Finance PLC,
(b) the Amended and Restated Indenture dated as of December 20, 2001 (the
"Indenture") between the Issuer and Wells Fargo Bank Minnesota, N.A., as
successor trustee. Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to them in the Registration Rights Agreement.

The Company and the Issuer hereby acknowledge that upon the performance of the
transactions contemplated in the Sale and Purchase Agreement dated as of the
date hereof, among Imperial Chemical Industries PLC, ICI Americas Inc., ICI Alta
Inc., ICI Finance PLC (collectively, the "ICI Parties"), BNAC, Inc. ("BNAC") and
CSFB Global Opportunities Partners, L.P. ("GOF", and together with BNAC, the
"GOF Parties"), the Issuer will receive certain direct and indirect benefits
including, without limitation, assistance toward achieving key strategic
initiatives.

In consideration of the mutual covenants and agreements set forth herein, the
Issuer and the GOF Parties, hereto agree as follows:

1.   Each Party represents and warrants, that: (A) it is a corporation (in the
     case of GOF, a limited partnership), duly incorporated (in the case of GOF,
     duly organized), validly existing and in good standing under the laws of
     the jurisdiction in which it is incorporated or organized, as the case may
     be; (B) the execution, delivery and performance by such Party of this
     letter agreement is within its corporate powers and has been duly
     authorized

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     by all necessary corporate or partnership (as the case may be) action on
     the part of such Party; (D) this letter agreement constitutes a valid and
     binding agreement of such Party enforceable against such 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;
     and (E) the execution, delivery and performance by such Party of this
     letter agreement and the consummation of the transactions and actions
     contemplated hereby: (i) do not and will not violate its constitutional or
     organizational documents; (ii) do not violate any applicable law, rule,
     regulation, judgment, injunction, order or decree, constitute a default
     under, or (iii) give rise to any right of termination, cancellation or
     acceleration of any right or obligation of such Party or to a loss of any
     benefit to which such Party is entitled under any provision of any
     agreement or other instrument binding upon such Party, in each case except:
     (x) as explicitly set forth herein, or (y) for any such matters which would
     not, individually or in the aggregate, reasonably be expected to have a
     material adverse effect on the business, financial condition (including
     levels of working capital), results of operations, assets and liabilities
     of such Party.

2.   The GOF Parties represent and warrant to the Issuer that BNAC is a wholly
     owned subsidiary of GOF.

3.   At any time and from time to time after the date hereof until the GOF
     Parties and/or their affiliates have completed (x) the sale of all of their
     Registrable Notes or (y) the sale or other disposition of a majority of the
     voting or economic interest in any subsidiary or subsidiaries that,
     directly or indirectly, hold all of the Registrable Notes, the Issuer shall
     reasonably cooperate and assist the GOF Parties and/or their affiliates in
     any effort to pre-market the Registrable Notes, by making reasonably
     available the relevant senior management of the Issuer to participate in a
     reasonable number of due diligence conference calls with the GOF Parties
     and/or their affiliates and any prospective purchaser (subject to execution
     of a Confidentiality Agreement (as defined below)), and the provision of
     historical financial information to any prospective purchaser, PROVIDED
     that such activities shall be arranged so as to cause minimal disruption to
     such management personnel's work-related duties to the Issuer and its
     affiliates. Notwithstanding anything contained herein to the contrary, the
     execution, delivery and performance (including without limitation the
     application of Section 6 of the Pledge Agreement dated as of the date
     hereof (the "Pledge Agreement")), by BNAC of the Pledge Agreement by and
     among BNAC, ICI Americas Inc. and ICI Finance PLC shall not be deemed a
     "sale" of the Registrable Notes hereunder until such time, if any, that the
     Registrable Notes are sold pursuant to Section 9 of the Pledge Agreement.

4.   At any time after the date hereof until the GOF Parties and/or their
     affiliates have completed (x) the sale of all of their Registrable Notes or
     (y) the sale or other disposition of a majority of the voting or economic
     interest in any subsidiary or subsidiaries that, directly or indirectly,
     hold all of the Registrable Notes, the GOF Parties and/or their affiliates
     shall be entitled to elect, by providing written notice of such election (a
     "Private Sale Notice") to the Issuer, to pursue a private sale of all or
     part of the Registrable Notes of the GOF Parties and/or their affiliates (a
     "Private Sale"), PROVIDED that the GOF Parties and/or their affiliates will
     not be deemed to have given (for the purposes of Section 4(b)

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     of the Registration Rights Agreement and for purposes of the following
     paragraph), a Private Sale Notice with respect to which the Holders have
     withdrawn or cancelled such Private Sale Notice (i) at any time prior to
     the completion or preparation of an Information Memorandum described in
     Section 4(d) below (for the avoidance of doubt, the test under this clause
     (i) is completion of the Information Memorandum, not delivery thereof to
     any prospective purchaser) or (ii) at any time following the failure of any
     condition to the obligations of any purchaser to effect such Private Sale
     (other than any such failure which is caused by any action or failure to
     act on the part of any or all of the Holders) which are set forth in any
     written purchase agreement entered into, inter alia, between GOF Parties
     and/or any of their affiliates, on the one hand, and such prospective
     purchaser, on the other hand (it being understood and agreed that the
     failure or inability of GOF Parties, any of their affiliates or any
     prospective purchaser to enter into a purchase agreement shall not
     constitute a failure of any condition for the purposes of this clause
     (ii)).

     The GOF Parties and/or their affiliates shall be entitled to give up to
     seven Private Sale Notices and the Issuer shall be obligated to participate
     in up to six Private Sale Roadshows (as defined below) in the aggregate
     pursuant to this letter agreement PROVIDED that:

               1.   no more than three Private Sale Notices may be given within
                    any two year period and no more than two Private Sale
                    Notices may be given in any one year period,

               2.   each Registration effected pursuant to the Registration
                    Rights Agreement shall reduce by one the number of Private
                    Sale Notices that GOF Parties and/or their affiliates can
                    give hereunder, and

               3.   each roadshow which occurs pursuant to the Registration
                    Rights Agreement shall be counted as a Private Sale Roadshow
                    hereunder.

               For  the avoidance of doubt, the GOF Parties and/or their
               affiliates may:

               (x)  subject to the limitations and conditions set forth herein,
                    give two Private Sale Notices even if all six Registrations
                    under the Registration Rights Agreement (either by giving a
                    Demand Notice, Rule 144A Notice or Private Sale Notice) have
                    been effected, and

               (y)  subject to the limitations and conditions set forth herein,
                    instruct the Issuer to participate in two Private Sale
                    Roadshows even if all four roadshows under the Registration
                    Rights Agreement have occurred.

         In connection with a Private Sale, the Issuer will comply with the
         provisions of Section 5 of the Registration Rights Agreement to the
         extent that such provisions would be customary for a private sale
         transaction (including, without limitation, the requirements of
         paragraphs (a)-(i) below), and will also reasonably cooperate with and
         assist the GOF Parties and/or their affiliates in any such Private Sale
         by using its reasonable best efforts, as expeditiously as practicable,
         to:

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          (a)  subject to the requisite consent, if any, of any Member (as
               defined in the Issuer's LLC Agreement) of the Issuer, enter into
               a purchase agreement relating to a purchase of the Registrable
               Notes, which agreement will contain terms and conditions
               customary in transactions of a similar kind, and in which the
               Issuer will give such representations, warranties and indemnities
               and obtain such opinions of the Issuer's counsel and accountants'
               comfort letters as are customary in private sale transactions;

          (b)  in the event that the GOF Parties and/or their affiliates shall
               sell all of the Registrable Notes to one or more purchasers in a
               single transaction, the Issuer shall enter into a registration
               rights agreement with such purchasers relating to the Registrable
               Notes substantially in the form attached hereto as Exhibit A (the
               "Purchasers' Registration Rights Agreement") and upon execution
               and delivery of the Purchasers' Registration Rights Agreement,
               the Issuer's obligations under the Registration Rights Agreement
               and under this letter agreement shall automatically terminate and
               the Issuer shall have no further liability or obligation
               thereunder or hereunder;

          (c)  prior to the first sale by the GOF Parties or any of their
               affiliates of any Registrable Notes, negotiate in good faith with
               regard to any reasonable changes proposed by the prospective
               purchasers to the Indenture and the Purchasers' Registration
               Rights Agreement, PROVIDED that the Issuer will not be obligated
               to agree to any such changes that (i) would be detrimental to the
               Issuer's or the GOF Parties and/or their affiliates' interest,
               respectively (except in any immaterial respect) and (ii) would
               constitute a "significant modification" as determined under U.S.
               Treasury Regulations SEC 1.1001-3), in each case, in the
               reasonable judgment of the Issuer;

          (d)  prepare an information memorandum and any necessary or
               appropriate amendment or supplement thereto (the "Information
               Memorandum") regarding the business, operations and prospects of
               the Issuer, including a review of the Issuer's historical and
               projected financial information by business unit. The Information
               Memorandum will, once approved by the Issuer, be provided by the
               GOF Parties and/or their affiliates to prospective purchasers on
               a strictly confidential basis, PROVIDED that the Information
               Memorandum will not be provided to a Holder (whether or not a
               Member of the Issuer as defined in the Issuer's LLC Agreement),
               any prospective purchaser or any other person who has not entered
               into a written confidentiality agreement with respect thereto and
               to any other confidential information provided by the Issuer or
               its advisors, including any such information provided or obtained
               pursuant to this letter agreement, that is customary for a
               private sale transaction and reasonably satisfactory, in form and
               substance, to the Issuer (each, a "Confidentiality Agreement").
               The Issuer will be responsible for the contents of the
               Information Memorandum, subject to normal exceptions, including
               any forward looking information contained therein, which will be
               prepared in good faith;

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          (e)  subject to execution of Confidentiality Agreements, provide for
               review any information provided to any of the Issuer's lenders,
               or to the lenders of any of the Issuer's principal operating
               subsidiaries, within the past 12 months;

          (f)  subject to execution of Confidentiality Agreements, provide all
               information and documentation reasonably requested by a
               prospective purchaser and its counsel in connection with their
               investigation of the Issuer's business, financial performance and
               prospects, including, without limitation, everything to be
               provided to Inspectors pursuant to Section 5(p) of the
               Registration Rights Agreement;

          (g)  subject to execution of Confidentiality Agreements,

               (i)  as reasonably determined by the Issuer, make the appropriate
                    senior management of the Issuer (including, without
                    limitation, the Issuer's CFO and Treasurer) and each of the
                    Issuer's principal business units available to participate
                    in conference calls, meetings at the offices of the Issuer
                    (or such other places as agreed between the parties and such
                    other marketing support activities for the Registrable Notes
                    to be sold under this letter agreement, PROVIDED that in
                    each case under this clause (i) such activities shall be
                    arranged so as to cause minimal disruption to such
                    management personnel's work-related duties to the Issuer and
                    its affiliates, and PROVIDED FURTHER that upon receipt of a
                    written notice from the Issuer that the activities proposed
                    by the GOF Parties and/or their affiliates, any prospective
                    purchaser or anyone acting on behalf of any of the foregoing
                    would exceed the level of cooperation from the Issuer
                    described in this clause (i) with respect to any member of
                    the Issuer's senior management (other than the Issuer's CFO
                    and Treasurer), the GOF Parties and/or their affiliates may
                    (1) instruct the Issuer to participate in a Private Sale
                    Roadshow (as described in (ii) below) or (2) instruct the
                    Issuer not to exceed the level of cooperation from the
                    Issuer described under this clause (i), PROVIDED that in the
                    circumstances referred to in this clause (2), the Issuer
                    agrees that for a period of 15 business days following such
                    instruction the Issuer will continue to cooperate to the
                    extent such cooperation is required under this clause (i) in
                    order to allow a prospective purchaser an opportunity to
                    complete a Private Sale, or

               (ii) at the request of the GOF Parties and/or their affiliates,

                    (A)  as reasonably determined by the Issuer, make reasonably
                         available the appropriate senior management of the
                         Issuer and each of the Issuer's principal business
                         units for discussions concerning their respective
                         businesses and prospects, with a view to providing all
                         reasonable assistance to the due diligence efforts of a
                         prospective purchaser and its advisors, and

                    (B)  make reasonable arrangements for site visits to
                         facilities operated by the Issuer and each of its
                         principal business units for any

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                         prospective purchaser and its advisors (it being agreed
                         by the parties that the activities described in clause
                         (ii)(A) and (B) together constitute a "Private Sale
                         Roadshow");

          (h)  subject to execution of Confidentiality Agreements, provide the
               information and consultation rights necessary for a prospective
               purchaser to qualify as a venture capital operating company
               pursuant to the Employee Retirement Income Security Act
               guidelines; and

          (i)  provide any further assistance reasonably requested by the GOF
               Parties and/or their affiliates or any prospective purchaser and
               customarily provided in private sale transactions of a similar
               kind.

          In addition, upon the request of the GOF Parties, the Issuer shall use
          its reasonable best efforts to obtain, as expeditiously as
          practicable, the requisite consent, if any, of any Member of the
          Issuer to permit it to fulfill its Private Sale obligations set forth
          in this Section 4 hereof.

5.   In connection with any offering under the Registration Rights Agreement or
     a Private Sale under this letter agreement, the Issuer and the GOF Parties
     and/or their affiliates each agree to use their respective reasonable
     endeavors to coordinate their respective activities in the bond markets so
     as to facilitate an orderly market for any such offering or Private Sale
     and any other bond offerings or private sale transactions of debt
     securities, in which the Issuer is involved, including, in the case of a
     bond offering, piggy-back rights or other forms of joint offering.

6.   This letter agreement shall be governed by and construed in accordance with
     the laws of the State of New York, as applied to contracts made and
     performed entirely within the State of New York, without regard to
     principles of conflicts of law.

7.   The benefits of this letter agreement may not be assigned except that: (i)
     the GOF Parties may assign their interests to any of their respective
     affiliates, provided that if the GOF Parties and/or their affiliates
     participate in any transaction or series of related transactions that would
     result in any such assignee no longer constituting an affiliate of the GOF
     Parties, then the assignment to such affiliate of the GOF Parties or the
     transaction or series of transactions that results in such affiliate no
     longer constituting an affiliate of the GOF Parties shall be deemed to be
     an assignment of this letter agreement to a non-affiliate third party for
     the purposes of this Section 7, (ii) the GOF Parties may assign this letter
     agreement to any one or more of the ICI Parties pursuant to the terms of
     the Pledge Agreement, (iii) the ICI Parties may assign this letter
     agreement to the GOF Parties pursuant to the terms of the Pledge Agreement
     and (iv) upon the assignment, if any, of this letter agreement by the GOF
     Parties to the ICI Parties pursuant to the exception set forth in subpart
     (ii) of this Section 7, the applicable ICI Parties may assign their
     respective interests to any of their respective affiliates, provided that
     if the ICI Parties and/or their affiliates participate in any transaction
     or series of related transactions that would result in any such assignee no
     longer constituting an affiliate of the ICI Parties, then the assignment to
     such affiliate of the ICI Parties or the transaction or series

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     of transactions that results in such affiliate no longer constituting an
     affiliate of the ICI Parties shall be deemed to be an assignment of this
     letter agreement to a non-affiliate third party for the purposes of this
     Section 7.

8.   This letter agreement shall inure to the benefit of and be binding upon the
     successors and permissible assignees of the parties hereto.

9.   No variation of this letter agreement (or any of the documents referred to
     in this letter agreement) shall be valid unless it is in writing and signed
     by or on behalf of each of the parties to it. The expression "variation"
     shall include any variation, supplement, deletion or replacement however
     effected.

10.  No delay or omission on the part of any party to this letter agreement in
     exercising any right, power or remedy provided under this letter agreement
     or any other documents referred to in it shall impair such right, power or
     remedy or operate as a waiver thereof. The single or partial exercise of
     any right, power or remedy provided under this letter agreement or any
     document referred to in it shall not preclude any other or further exercise
     thereof or the exercise of any other right, power or remedy.

11.  This letter agreement, together with the Registration Rights Agreement and
     the Indenture, set out the entire agreement and understanding between the
     parties with respect to the subject matter hereof. Nothing in this letter
     agreement shall be deemed to affect the rights and obligations of the
     parties under the Registration Rights Agreement or the Indenture, except as
     otherwise expressly provided herein.

12.  This letter agreement may be executed in several counterparts and by the
     different parties hereto on separate counterparts, and when executed, each
     such counterpart shall be deemed to be an original, said counterparts
     together to constitute one and the same instrument.

13.  The GOF Parties hereby agree that for all purposes under the Registration
     Rights Agreement, the Issuer shall be entitled to treat this letter
     agreement as the "Private Sale Letter Agreement."

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         If you are in agreement with the foregoing, kindly acknowledge and
return this letter to the attention of the undersigned.

                                   Sincerely,

                                   HUNTSMAN INTERNATIONAL
                                   HOLDINGS LLC

                                   By: /s/ Sam Scruggs
                                      ------------------------------------------
                                      Name:  Sam Scruggs
                                      Title: Vice President





Agreed and accepted as of the date first written above:

CSFB GLOBAL OPPORTUNITIES PARTNERS, L.P.

By:    CSFB GLOBAL OPPORTUNITES ADVISERS, LLC,
       as its investment advisor


By: /s/ David J. Matlin
   -----------------------------
   Name:  David J. Matlin
   Title: Vice President



BNAC, INC.



By: /s/ David J. Matlin
   -----------------------------
   Name:  David J. Matlin
   Title: President

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