HUNTSMAN INTERNATIONAL HOLDINGS LLC
EXHIBIT 10.1
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<TYPE>EX-10.1
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<FILENAME>a2087306zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                                    Exhibit 10.1

                       HUNTSMAN INTERNATIONAL HOLDINGS LLC
                                500 Huntsman Way
                                 Salt Lake City
                                   Utah 84108
                                       USA


June 14, 2002


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

                     REPRESENTATION AND INDEMNITY AGREEMENT

Ladies and Gentlemen:

               Reference is hereby made to: (A) the Sale and Purchase Agreement
dated as of the date hereof (the "PURCHASE AGREEMENT"), among Imperial Chemical
Industries PLC, a company incorporated in England and Wales with registered
number 218019 (the "ICI PARENT"), ICI Americas Inc., a Delaware corporation
("ICI AMERICAS"), ICI Alta Inc., a Delaware corporation ("ICI ALTA"), ICI
Finance PLC, a company incorporated in England and Wales with registered number
45690 ("ICI FINANCE"), BNAC, Inc., a Delaware corporation ("BNAC") and CSFB
Global Opportunities Partners, L.P., a Delaware limited partnership ("GOF", and
together with BNAC, the "GOF PARTIES"), pursuant to which, among other things,
BNAC is (i) agreeing to purchase from ICI Americas on or prior to May 15, 2003,
all of the outstanding capital stock of ICI Alta, which in turn holds 300 Units
of Huntsman International Holdings LLC ("HIH"), a Delaware limited liability
company (the "HIH INTEREST"), and (ii) purchasing from ICI Finance all of the 8%
Senior Subordinated Reset Discount Notes due 2009 (the "B NOTES") issued by HIH,
and (B) the Letter Agreement dated December 20, 2001 (the "SIDE LETTER"), by and
between HIH and ICI Finance pursuant to which, among other things, HIH has
agreed to make certain representations, warranties and indemnities for the
benefit of a potential purchaser of the B Notes.

               HIH hereby acknowledges that upon the performance of the
transactions contemplated in the Purchase Agreement ("ICI SALE TRANSACTIONS"),
HIH and Huntsman Corporation, a Utah corporation ("HC"), will receive certain
direct and indirect benefits, including, without limitation, the potential
release of a pledge made by Huntsman Specialty Chemicals Corporation, a Delaware
corporation and subsidiary of HC ("HSCC"), to ICI Alta and ICI Finance with
respect to 300 Units of HIH currently held by HSCC as well as assistance toward
achieving

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key strategic initiatives. All capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Purchase Agreement.

                  In fulfillment of HIH's obligations under the Side Letter, in
recognition of the direct and indirect benefits received by HIH and in
consideration of and as an inducement to the GOF Parties entering into the
Purchase Agreement and consummating the transactions contemplated therein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the parties, the undersigned agrees as follows:

1        DEFINITIONS: For the purposes hereof:

               (a) "AFFILIATE" shall mean, with respect to any Person, any other
          Person directly or indirectly controlling, controlled by, or under
          common control with such Person.

               (b) "ASSOCIATE" of any Person shall have the meaning assigned
          thereto by Rule 12b-2 of the Exchange Act.

               (c) "COMPANY" shall mean HIH and the Company Subsidiaries.

               (d) "COMPANY DISCLOSURE LETTER" shall mean the disclosure
          schedule dated as of the date hereof and attached hereto.

               (e) "COMPANY MATERIAL ADVERSE EFFECT" shall mean a material
          adverse effect on the business, financial condition (including levels
          of working capital) or results of operations of HIH and the Company
          Subsidiaries, taken as a whole.

               (f) "COMPANY SUBSIDIARY" shall mean Huntsman International LLC
          and any corporation, partnership, limited liability company, joint
          venture or other legal entity in which HIH (either directly or through
          or together with another Company Subsidiary) owns more than 50% of the
          voting securities of such corporation, partnership, limited liability
          company, joint venture or other legal entity.

               (g) "EXCHANGE ACT" shall mean the Securities Exchange Act of
          1934, as amended.

               (h) "GOVERNMENTAL ENTITY" shall mean any Federal, state or local
          government or any court, regulatory or administrative agency or
          commission, governmental arbitrator or other governmental authority or
          instrumentality, domestic or foreign

               (i) "KNOWLEDGE," or any similar expression, with respect to HIH
          shall mean and include actual knowledge, after due inquiry, of Jon M.
          Huntsman, Peter R. Huntsman, J. Kimo Esplin, L. Russell Healy, Robert
          B. Lence, Samuel D. Scruggs, Donald J. Stanutz, and Kevin C. Hardman.

               (j) "LAW" shall mean any Federal, state, local or foreign
          statute, law, regulation, permit, license, approval, authorization,
          rule, ordinance or code of any Governmental Entity, including any
          judicial or administrative interpretation thereof,

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          including, without limitation, any of the same related to the
          protection of the environment applicable to the properties, facilities
          or operations of the Company.

               (k) "LIABILITIES" shall mean any and all debts, liabilities and
          obligations (including all guarantees of indebtedness) of any nature
          whatsoever, whether known or unknown, matured or unmatured, accrued or
          fixed, absolute or contingent, determined, determinable or otherwise,
          including those arising under any Law, those arising under any
          contract, agreement, commitment, instrument, permit, license,
          franchise or undertaking and those arising as a result of any act or
          omission.

               (l) "LIEN" shall mean with respect to any property or asset, any
          mortgage, deed of trust, lien, pledge, guarantee, charge, security
          interest, restriction, option, right of first refusal, right of first
          offer, tag-along right, drag-along right, other adverse claim of any
          kind, or other encumbrance of any nature (whether or not relating to
          the extension of credit or borrowing of money) in respect of such
          property or asset, including any conditional sale or other title
          retention agreement relating to such property or asset, and any
          financing lease having substantially the same economic effect as any
          of the foregoing in respect of such property or asset or the income
          therefrom.

               (m) "MATERIAL CONTRACT" shall mean those agreements, contracts,
          instruments or arrangements (as applicable) that involve payments or
          expenditures by or to HIH, or otherwise have a value, of at least
          $10,000,000.

               (n) "ORDER" shall mean any award, judgment, injunction, consent,
          ruling, decree, or order (whether temporary, preliminary or permanent)
          issued, adopted, granted, awarded or entered by any Governmental
          Entity.

               (o) "PERSON" shall mean an individual, corporation, partnership,
          limited liability company, joint venture, association, trust,
          unincorporated organization or other entity.

               (p) "SECURITIES ACT" means the Securities Act of 1933, as
          amended.

               (q) "TRANSACTION DOCUMENTS" shall mean (i) the B Note Covenant
          Side Letter dated as of an even date as the date hereof, between HC
          and the GOF Parties, (ii) the Private Sale Letter Agreement dated as
          of an even date as the date hereof (the "Private Sale Letter"),
          between HIH and the GOF Parties, and (iii) this Representation and
          Indemnity Agreement and all other agreements, instruments and
          documents executed by HIH or a Company Subsidiary pursuant to such
          agreements.

               (r) "UNITS" shall have the meaning set forth in the Second
          Amended and Restated Limited Liability Company Agreement of HIH dated
          as of December 20, 2001.

               (s) "WHOLLY OWNED COMPANY SUBSIDIARY" shall mean a Company
          Subsidiary in which HIH owns, either directly or indirectly, all: (i)
          outstanding interests or shares of capital stock, as the case may be,
          other than director qualifying shares, (ii) options (whether vested or
          unvested) warrants, rights, calls, commitments or agreements of any
          character to which such Company Subsidiary is a party or by which it
          is bound calling for

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          the issuance of interests or shares of capital stock, as the case may
          be, of such Company Subsidiary, and (iii) securities convertible into
          or exercisable or exchangeable for, or representing the right to
          purchase or otherwise receive, directly or indirectly, any such
          capital stock.

2         REPRESENTATIONS AND WARRANTIES OF HIH AND THE COMPANY SUBSIDIARIES.
HIH represents and warrants, as of the date hereof, to the GOF Parties that:

                  (a) ORGANIZATION, STANDING AND POWER OF HIH. HIH is a limited
         liability company, duly organized, validly existing and in good
         standing under the Laws of the State of Delaware and has all of the
         requisite power, authority and all necessary government approvals or
         licenses to own, lease, operate its properties, and to carry on its
         business as now being conducted, except where failure to be so
         organized, existing and in good standing or to have such power,
         authority and approvals would not, either individually or in the
         aggregate, have a Company Material Adverse Effect. HIH is duly
         qualified or licensed to do business and is in good standing in each
         jurisdiction in which the nature of the business it is conducting makes
         such qualification or licensing necessary, other than in such
         jurisdictions where the failure to be so qualified or licensed and in
         good standing, individually or in the aggregate, would not constitute a
         Company Material Adverse Effect. HIH has heretofore made available to
         the GOF Parties complete and correct copies of HIH's Limited Liability
         Company Agreement, as amended through the date hereof (the "LLC
         AGREEMENT"). The LLC Agreement is in full force and effect as of the
         date hereof.

               (b)  THE COMPANY SUBSIDIARIES; INTERESTS IN OTHER PERSONS.

                    (i)  Each Company Subsidiary is duly organized, validly
               existing and in good standing under the Laws of its jurisdiction
               of incorporation and has all of the requisite power and authority
               and all necessary government approvals and licenses to own,
               lease, operate its properties, and to carry on its business as
               now being conducted, except where the failure to have such
               approvals or licenses would not, individually or in the
               aggregate, constitute a Company Material Adverse Effect. Each
               Company Subsidiary is duly qualified or licensed to do business
               and is in good standing in each jurisdiction in which the nature
               of the business it is conducting makes such qualification or
               licensing necessary, other than in such jurisdictions where the
               failure to be so qualified or licensed and in good standing would
               not, individually or in the aggregate, constitute a Company
               Material Adverse Effect. Section 2(b)(i) of the Company
               Disclosure Letter sets forth a list of each Company Subsidiary.
               All equity securities of each Company Subsidiary have been duly
               authorized, are validly issued, fully paid and nonassessable and,
               except as disclosed in Section 2(b)(i) of the Company Disclosure
               Letter, are owned by HIH and/or one or more Wholly Owned Company
               Subsidiaries, and are so owned free and clear of all Liens, and
               there are no voting restrictions with respect to such equity
               securities. Section 2(b)(i) of the Company Disclosure Letter sets
               forth the amount and holder of all director qualifying shares
               issued by Company Subsidiaries.

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                    (ii) HIH has heretofore made available to the GOF Parties
               (if so requested) complete and correct copies of the charter,
               by-laws or other organizational documents (the "CONSTITUTIVE
               DOCUMENTS") of HIH and each of the Company Subsidiaries, each as
               amended to the date hereof and each as in full force and effect.
               Section 2(b)(ii) of the Company Disclosure Letter sets forth with
               respect to each Company Subsidiary which is not a Wholly Owned
               Company Subsidiary, each owner and the respective amount of such
               owner's equity ownership in each such Company Subsidiary which is
               not a Wholly Owned Subsidiary, including, without limitation,
               securities convertible into or exercisable or exchangeable for
               equity ownership in such Company Subsidiary.

                    (iii) Except for the stock of, or other equity interests in,
               the Company Subsidiaries, and the other interests disclosed in
               Section 2(b)(iii) of the Company Disclosure Letter (the
               "COMPANY'S OTHER INTERESTS"), neither HIH nor any of the Company
               Subsidiaries directly or indirectly owns any stock or other
               ownership or equity interest in, or any interest convertible into
               or exchangeable or exercisable for, any Person.

               (c)  HIH CAPITAL STRUCTURE.

                    (i)  The total outstanding membership interests of HIH
               consist of 1000 Units (the "UNITS"), all of which are validly
               issued and outstanding, fully paid and non-assessable and were
               not issued in violation of preemptive rights and, except as set
               forth in Section 2(c) of the Company Disclosure Letter, no
               outstanding Units are subject to forfeiture or repurchase for any
               reason. Section 2(c) of the Company Disclosure Letter sets forth
               a true and complete list of the holders of Units of HIH, the
               class or series of such Units and the number of such Units owned
               of record by each such holder.

                    (ii) Except as set forth in Section 2(c) of the Company
               Disclosure Letter, there are no voting trusts, voting agreements,
               proxies, first refusal rights, first offer rights, co-sale
               rights, options, transfer restrictions or other agreements,
               instruments or understandings (whether written or oral, formal or
               informal) with respect to the voting, transfer or disposition of
               Units or other equity securities of HIH or any of the Company
               Subsidiaries to which HIH, the Company Subsidiaries or HSCC is a
               party or by which they are bound, or, to the Knowledge of HIH,
               among or between any Persons other than HIH or HSCC. Except as
               set forth in Section 2(c) of the Company Disclosure Letter, there
               are no options, warrants, rights, calls, commitments or
               agreements of any character to which HIH or any Company
               Subsidiary is a party, or by which HIH or any Company Subsidiary
               is bound, calling for the issuance of Units or other equity
               securities of HIH or any Company Subsidiary or any securities
               convertible into or exercisable or exchangeable for, or
               representing the right to purchase or otherwise receive, any such
               membership interests or other equity securities, or other
               arrangement to acquire, at any time or under any circumstance,
               capital stock of HIH or any Company Subsidiary or any such other
               securities. Except as set forth in Section 2(c) of the Company
               Disclosure Letter, there are no obligations, contingent or

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               otherwise, of HIH or any Company Subsidiary to purchase, redeem
               or otherwise acquire any capital stock of any Company Subsidiary
               or to provide funds or make an investment (in the form of a loan,
               capital contribution or otherwise) in any such Company Subsidiary
               or any other entity. Except as set forth in Section 2(c) of the
               Company Disclosure Letter, no holder of securities in HIH or any
               Company Subsidiary has any contractual right to have such
               securities registered by HIH or any Company Subsidiary, as the
               case may be. All prior issuances of securities by HIH and each of
               the Company Subsidiaries were made in compliance with and not in
               violation of all applicable Federal, state, local and foreign
               securities laws.

               (d)  AUTHORITY; NO VIOLATIONS; CONSENTS AND APPROVAL.

                    (i)  HIH has all requisite power and authority to enter into
               the Transaction Documents to which it is a party and to
               consummate the transactions contemplated hereby and thereby. The
               execution and delivery of the Transaction Documents to which it
               is a party and the consummation of the transactions contemplated
               hereby or thereby have been duly and validly authorized by all
               necessary action on the part of HIH. Such Transaction Documents
               have been duly and validly executed and delivered by HIH and
               constitute legal, valid and binding obligations of HIH,
               enforceable against HIH in accordance with their terms, except to
               the extent that enforceability may be limited by applicable
               bankruptcy, reorganization, insolvency, moratorium or other
               similar laws affecting the enforcement of creditors' rights
               generally and by principles of equity regardless of whether such
               enforceability is considered a proceeding in law or equity.

                    (ii) Except as set forth in Section 2(d)(ii) of the Company
               Disclosure Letter, the execution, delivery and performance of the
               Transaction Documents to which it is a party by HIH, the purchase
               of the B Notes pursuant to the Purchase Agreement (and any
               related documents including, but not limited to, the pledge
               agreement) by the parties thereto, and the consummation of the
               transactions with respect to the B Notes contemplated hereby and
               thereby, and compliance by HIH with such provisions hereof and
               thereof, will not conflict with, or result in any violation of,
               or default (with or without notice or lapse of time, or both)
               under, or give rise to a right of termination, cancellation or
               acceleration of any obligation, or the loss of a benefit under,
               or give rise to a right of purchase under, result in the creation
               of any Lien upon any of the properties or assets of HIH or any of
               the Company Subsidiaries under, require the consent or approval
               of any third party or otherwise result in a detriment or default
               to HIH or any of the Company Subsidiaries under, any provision of
               (A) the LLC Agreement or any Constitutive Document of HIH or any
               Company Subsidiary, (B) any loan or credit agreement or note or
               any bond, mortgage, indenture, lease or other agreement,
               instrument, permit, concession, franchise or license applicable
               to HIH or any of the Company Subsidiaries, or to which their
               respective properties or assets are bound or any guarantee by HIH
               or any of the Company Subsidiaries of any of the foregoing, (C)
               any joint venture or other ownership arrangement or any Material
               Contract or (D) assuming the consents, approvals, authorizations
               or permits and filings or

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               notifications referred to in Section 2(d)(iii) are duly and
               timely obtained or made, any Law or Order applicable to or
               binding upon HIH or any of the Company Subsidiaries, or any of
               their respective properties or assets, other than, in the case of
               clauses (B), (C) and (D), any such conflicts, violations,
               defaults, rights, Liens or detriments that, individually or in
               the aggregate, would not constitute a Company Material Adverse
               Effect.

                    (iii) Except as set forth in Section 2(d)(iii) of the
               Company Disclosure Letter, no consent, approval, order or
               authorization of, or registration, declaration or filing with,
               notice to or permit from, any Governmental Entity, is required by
               or on behalf of HIH, or any of the Company Subsidiaries in
               connection with the execution, delivery and performance of the
               Transaction Documents by HIH to which it is a party, the purchase
               of the B Notes pursuant to the Purchase Agreement (and any
               related documents including, but not limited to, the pledge
               agreement) by the parties thereto, or the consummation by HIH of
               the transactions with respect to the B Notes contemplated hereby
               or thereby, except for any such consent, approval, order,
               authorization, registration, declaration, filing or permit that
               the failure to obtain or make, individually or in the aggregate,
               would not constitute a Company Material Adverse Effect.

               (e)  SEC DOCUMENTS.

                    (i)  HIH and Huntsman International LLC ("HI"), a Delaware
               limited liability company and wholly owned subsidiary of HIH,
               have made available to the GOF Parties a true and complete copy
               of each report and registration statement filed by HIH or HI with
               the SEC since inception and prior to or on the date hereof (the
               "COMPANY SEC DOCUMENTS"). HIH and HI have filed all of the
               Company SEC Documents required to be filed by them pursuant to
               the federal securities laws and the SEC rules and regulations
               thereunder. As of their respective dates, each of the Company SEC
               Documents complied in all material respects with the requirements
               of the Securities Act or the Exchange Act, as the case may be,
               and the rules and regulations of the SEC thereunder applicable to
               such Company SEC Documents and none of the Company SEC Documents
               contained any untrue statement of a material fact or omitted to
               state a material fact required to be stated therein or necessary
               to make the statements therein, in light of the circumstances
               under which they were made, not misleading, except to the extent
               such statements have been modified or superseded by later Company
               SEC Documents filed and publicly available prior to the date of
               this Representation and Indemnity Agreement. Neither HIH nor HI
               has any outstanding and unresolved comments from the SEC with
               respect to any of the Company SEC Documents and, as of the date
               hereof, neither HIH nor HI has received any notice of any pending
               investigation of HIH by the SEC. HIH and HI have made available
               to the GOF Parties copies of all Company SEC Documents that are
               subject to any confidential treatment request by HIH or HI.

                    (ii) The consolidated financial statements of HIH (including
               the notes thereto) included in the Company SEC Documents complied
               as to form in all

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               material respects with the applicable accounting requirements and
               the published rules and regulations of the SEC with respect
               thereto, were prepared in accordance with generally accepted
               accounting principles ("GAAP") applied on a consistent basis
               during the periods involved (except as may be indicated in the
               notes thereto, or, in the case of the unaudited statements, as
               permitted by the rules and regulations of the SEC) and fairly
               presented (subject, in the case of the unaudited statements, to
               normal, recurring adjustments, none of which are material), the
               consolidated financial position of HIH and the Company
               Subsidiaries, taken as a whole, as of the dates set forth
               therein, and the consolidated statements of income and the
               consolidated cash flows of HIH and the Company Subsidiaries,
               taken as a whole, for the periods presented therein. No Company
               Subsidiary other than HI is required to make any filing with the
               SEC except for filings made by a Company Subsidiary solely due to
               the fact that it is a guarantor of HI or HIH.

                    (iii) The Units are not registered under Section 12 of the
               Exchange Act.

               (f)  ABSENCE OF CERTAIN CHANGES OR EVENTS.

                    (i)  Except as disclosed in Section 2(f)(i) of the Company
               Disclosure Letter, since March 31, 2002, HIH and the Company
               Subsidiaries have conducted their business only in the ordinary
               and usual course and in a manner consistent with past practice
               and, since such date, there has not been (A) any change, event,
               development or circumstance affecting the Company or any of the
               Company Subsidiaries that, individually, or in the aggregate has
               had a Company Material Adverse Effect, (B) any declaration,
               setting aside or payment of any dividend or other distribution
               (whether in cash, stock or property) with respect to any of HIH's
               Units or other equity securities of HIH or any Company Subsidiary
               other than intercompany dividends between or among Wholly Owned
               Company Subsidiaries, (C) any amendment of any term of any
               outstanding security of HIH or any Company Subsidiary, (D) any
               repurchase, redemption or other acquisition by HIH or any Company
               Subsidiary of any outstanding shares of stock or other securities
               of, or other ownership interests in, HIH or any Company
               Subsidiary which are held by a person or entity other than a
               Wholly Owned Company Subsidiary, or (E) any split, combination or
               reclassification of any of the Units or any issuance or the
               authorization of any issuance of any securities in respect of, in
               lieu of or in substitution for, or giving the right to acquire by
               exchange or exercise, Units.

                    (ii) Except as disclosed in Section 2(f)(ii) of the Company
               Disclosure Letter or in the Company SEC Documents, during the
               period from March 31, 2002 to the date of this Representation and
               Indemnity Agreement, there has not been any change by HIH or HI
               in its accounting methods, principles or practices, or any
               revaluation by HIH or HI of any of its assets, including, writing
               down the value of inventory or writing off notes or accounts
               receivable other than in the ordinary course of business.

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               (g)  COMPLIANCE WITH APPLICABLE LAWS. Except as disclosed in
          Section 2(g) of the Company Disclosure Letter, HIH and the Company
          Subsidiaries hold all permits, licenses, certificates, registrations,
          variances, exemptions, orders, franchises and approvals of all
          Governmental Entities necessary or required by any applicable Law or
          Order for the lawful conduct of their respective businesses (together
          with any permits relating to the protection of the environment
          applicable to the properties, facilities or operations of the Company,
          the "COMPANY PERMITS"), except where the failure so to hold,
          individually or in the aggregate, does not and would not constitute a
          Company Material Adverse Effect. Except as disclosed in Section 2(g)
          of the Company Disclosure Letter, HIH and the Company Subsidiaries are
          in compliance with the terms of the Company Permits, except where the
          failure to so comply, individually or in the aggregate, does not and
          would not constitute a Company Material Adverse Effect. Except as
          disclosed in Section 2(g) of the Company Disclosure Letter and except
          as would not constitute a Company Material Adverse Effect, the
          businesses of HIH and the Company Subsidiaries are not being conducted
          in violation of any Law or Order. Except as disclosed in Section 2(g)
          of the Company Disclosure Letter, no investigation or review by any
          Governmental Entity with respect to HIH or any of the Company
          Subsidiaries is pending or, to the Knowledge of HIH, is threatened,
          other than those the outcome of which, individually or in the
          aggregate, would not constitute a Company Material Adverse Effect.

               (h)  LITIGATION. Except as set forth in Section 2(h) of the
          Company Disclosure Letter, there are no claims, actions, suits or
          proceedings or, to the Knowledge of HIH, investigations, pending on
          behalf of or pending against or, and to the Knowledge of HIH, no
          claims, actions, suits, proceedings or investigations, threatened
          against HIH or any Company Subsidiary or any of their respective
          properties, assets or rights before any court, arbitrator or
          administrative, governmental or regulatory authority or body, domestic
          or foreign, except for such claims, actions, suits, proceedings or
          investigations that would not, if adversely determined, have or be
          reasonably expected to have, individually and in the aggregate, a
          Company Material Adverse Effect. Neither HIH nor any Company
          Subsidiary is subject to any outstanding order, writ, injunction or
          decree which, individually or in the aggregate has, or which, insofar
          as reasonably can be foreseen, in the future would have a Company
          Material Adverse Effect or would prevent HIH or any Company Subsidiary
          from consummating the transactions contemplated by the Transaction
          Documents or impairing the ability of HIH to perform its obligations
          hereunder and thereunder.

               (i)  RELATED PARTY TRANSACTIONS.

         Except for compensation and benefits received in the ordinary course of
         business as an employee or director of the Company or as described in
         the Company SEC Documents or as set forth in Section 2(i) of the
         Company Disclosure Letter, there are no material arrangements,
         agreements or contracts entered into by HIH or any of the Company
         Subsidiaries, on the one hand, and (i) Jon Huntsman, (ii) a relative of
         Jon Huntsman, (iii) any Person who is an executive officer or director
         of HC or to HIH's Knowledge, any executive officer, manager or director
         of a Company Subsidiary, any relative of the foregoing or an entity of
         which any of the foregoing individuals is an Affiliate or an

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          Associate, and (iv) any manager of HIH, on the other hand. Copies of
          all such documents have been made available to the GOF Parties.

               (j)  LIST OF AGREEMENTS WITH ICI. Set forth in Section 2(k) of
          the Company Disclosure Letter is a list of all material agreements,
          arrangements, commitments or understandings, whether oral or in
          writing, of any nature, between or among: (i) the ICI Parent and/or
          its subsidiaries and/or Affiliates; and (ii) Huntsman Corporation
          and/or its subsidiaries and/or Affiliates (collectively, the "ICI
          AGREEMENTS"), other than agreements, arrangements, commitments or
          understandings which are (i) set forth in the Company SEC Documents or
          (ii) operational in nature and entered into in the ordinary course of
          business on terms that are no less favorable than those that might
          reasonably have been obtained in a comparable transaction at such time
          on an arm's length basis.

               (k)  FULL DISCLOSURE. Neither this Representation and Indemnity
          Agreement, nor the Company Disclosure Letter contains any untrue
          statement of a material fact or omits a material fact necessary to
          make the statements contained herein and therein, in light of the
          circumstances in which they were made, not misleading.

3    SURVIVAL. The representations, warranties, covenants and agreements made
herein shall survive the execution of the Transaction Documents and the
transactions contemplated hereby and thereby until the second anniversary of the
date hereof. Notwithstanding anything contained herein to the contrary, a claim,
demand, suit or cause of action otherwise available to the Indemnified Person
based upon an allegation or allegations that HIH or any of its Affiliates
committed fraud or made a willful, knowing or intentional misrepresentation in
connection with this Letter Agreement or any of the transactions contemplated
hereby shall survive until the application of any applicable statute of
limitations.

4    INDEMNIFICATION.

          (a)  Generally. HIH shall indemnify the GOF Parties, their successors
     and assigns, and the respective officers, directors and managers of each of
     the foregoing (the "INDEMNIFIED PERSONS") from and against any and all
     losses, claims, shortages, damages, liabilities, expenses (including
     reasonable attorneys' and accountants' fees), assessments, taxes (including
     interest or penalties thereon) sustained, suffered or incurred by any
     Indemnified Person arising from or in connection with any breach of any
     representation or warranty contained herein (subject to Section 4(e)
     hereof) or in the Private Sale Letter, or the breach of any agreement or
     covenant of the Company contained herein or in the Private Sale Letter
     ("LOSSES").

          (b)  Assertion of Claims. No claim shall be brought hereunder unless
     the Indemnified Persons, or any of them, give HIH (a) written notice of the
     existence of any such claim, specifying the nature and basis of such claim
     and the amount thereof, to the extent known, and the nature of the
     misrepresentation, breach or claim to which such claim is related or (b)
     written notice pursuant to Section 4(c) hereof of any third party claim,
     the existence of which might give rise to such a claim, specifying the
     nature and basis of such claim and the amount thereof, to the extent known,
     and the nature of the misrepresentation, breach or claim to which such
     claim is related, but the failure so to

                                       10

<Page>

     provide either such notice to HIH will not relieve HIH from any liability
     which it may have to the Indemnified Persons under this Agreement or
     otherwise (unless and only to the extent that such failure results in the
     loss or compromise of any rights or defenses of HIH and it was not
     otherwise aware of such action or claim). Upon the giving of such written
     notice as aforesaid, the Indemnified Persons, or any of them, shall have
     the right to commence legal proceedings for the enforcement of their rights
     hereunder.

          (c)  Notice and Defense of Third Party Claims. Losses resulting from
     the assertion of liability by third parties (each, a "THIRD PARTY CLAIM")
     shall be subject to the following terms and conditions:

                           (i) The Indemnified Persons shall promptly give
                  written notice to HIH of any Third Party Claim that might give
                  rise to any Loss by the Indemnified Persons, stating the
                  nature and basis of such Third Party Claim, and the amount
                  thereof to the extent known, and the nature of the
                  misrepresentation, breach or claim to which such claim is
                  related. Such notice shall be accompanied by copies of all
                  relevant documentation with respect to such Third Party Claim,
                  including, without limitation, any summons, complaint or other
                  pleading that may have been served, any written demand or any
                  other document or instrument. Notwithstanding the foregoing,
                  the failure to provide notice as aforesaid to HIH will not
                  relieve HIH from any liability which it may have to the
                  Indemnified Persons under this Agreement or otherwise (unless
                  and only to the extent that such failure results in the loss
                  or compromise of any rights or defenses of HIH and it was not
                  otherwise aware of such action or claim).

                           (ii) HIH shall be entitled to participate in the
                  defense of any Third Party Claim and, subject to the
                  limitations set forth in this Section 4(c), shall be entitled
                  to control and appoint lead counsel for such defense, in each
                  case at its expense.

                           (iii) If HIH shall assume the control of the defense
                  of any Third Party Claim in accordance with the provisions of
                  this Section 4(c), HIH shall obtain the prior written consent
                  of the Indemnified Persons (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 Persons from all liabilities and obligations with
                  respect to such Third Party Claim or the settlement imposes
                  injunctive or other equitable relief against the Indemnified
                  Persons and the Indemnified Persons 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 Persons.

                           (iv) 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.

                                       11

<Page>

          (d)  HIH shall not be obligated to indemnify the Indemnified Persons
     until such time as the aggregate Losses incurred or sustained by the
     Indemnified Persons exceed $10,000,000 and then the Indemnified Persons
     will only be entitled to indemnification with respect to that portion of
     its damages which exceeds $10,000,000. Notwithstanding anything contained
     herein to the contrary, the maximum aggregate liability of HIH for Damages
     under this Section 4 shall not exceed aggregate amount of consideration
     paid by the GOF Parties or their successors and assignees for the B Notes
     under the Purchase Agreement.

          (e)  Notwithstanding anything contained in this Section 4 to the
     contrary, a breach of representation or warranty by HIH or any of the
     Company Subsidiaries under Section 2 hereof shall be deemed not to have
     occurred if David Matlin and/or Chris Pechock had actual and specific
     knowledge of the fact that would have otherwise resulted in such breach by
     virtue of prior express disclosure of such fact by HIH, and that a
     reasonable person with knowledge of such fact would, in light of the manner
     and circumstance in which such fact was so disclosed, understand that such
     fact would result in a breach of such representation or warranty. HIH shall
     have the burden of proof in determining the existence of such knowledge.

5    NOTICES. All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if delivered personally
or sent by internationally-recognized overnight courier or by telecopier
(followed within 2 business days by overnight delivery), with confirmation as
provided above addressed as follows:

                  IF TO GOF, to:

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

                  IF TO BNAC, to:

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


                  IF TO HIH, to:

                  Huntsman International Holdings LLC
                  500 Huntsman Way
                  Salt Lake City
                  Utah 84108, USA
                  Attn:  General Counsel

                                       12

<Page>

     All such notices or communications shall be deemed to be received (a) in
the case of personal delivery, on the date of such delivery, (b) in the case of
internationally-recognized overnight courier, on the date of such delivery, (c)
in the case of transmission by telecopier upon confirmed receipt.

6    HIH AMENDMENTS AND WAIVERS. Any provision of this Representation and
Indemnity 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 Representation and Indemnity Agreement, or in the case of a waiver, by
the party against whom the waiver is to be effective. 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. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law.

8    SUCCESSORS AND ASSIGNS. The provisions of this Representation and Indemnity
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; PROVIDED, HOWEVER, that HIH may not
assign, delegate or otherwise transfer any of its rights or obligations under
this Representation and Indemnity Agreement without the written consent of the
GOF Parties. Notwithstanding anything contained herein to the contrary, the GOF
Parties may not assign, delegate or otherwise transfer any of its rights or
obligations under this Representation and Indemnity Agreement to ICI Parent or
an Affiliate thereof without the written consent of HIH.

9    GOVERNING LAW. This agreement shall be governed in all respects by the laws
of the Sate of Delaware without regard to any conflicts of laws principles.

10   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 Representation and Indemnity 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. 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, each party
agrees that service of process on such party in the manner provided for notices
in Delaware or by certified U.S. mail, return receipt requested, shall be deemed
effective service of process on such party in respect of proceedings in
Delaware. Notwithstanding the foregoing, nothing in this Representation and
Indemnity Agreement shall affect any right that any of the parties may have to
(i) bring any action or proceeding relating to this Representation and Indemnity
Agreement in any court that has jurisdiction by reason of a case pending under
Title 11 of the U.S. Code or (ii) seek recognition or enforcement of any
judgment in other jurisdictions by suit on the judgment or in the manner
provided by law.

                                       13

<Page>

11   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.

12   COUNTERPARTS; NO THIRD PARTY BENEFICIARIES. This Representation and
Indemnity 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 Representation and Indemnity
Agreement shall become effective when each party hereto shall have received a
counterpart hereof signed by the other party hereto. No provision of this
Representation and Indemnity Agreement is intended to confer upon any Person
other than the parties hereto any rights or remedies under this
Representation and Indemnity Agreement.

13   ENTIRE AGREEMENT. This Representation and Indemnity Agreement and the other
documents and instruments referred to herein constitute the entire agreement
among the parties hereto with respect to the subject matter of this
Representation and Indemnity Agreement.

14   SEVERABILITY. In the event that any provision of this Representation and
Indemnity Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Representation and Indemnity
Agreement shall continue in full force and effect without said provision;
PROVIDED, HOWEVER, that no such severability shall be effective if it materially
changes the economic benefit of this Representation and Indemnity Agreement to
any party.

15   CAPTIONS. The captions herein are included for convenience of reference
only and shall be ignored in the construction or interpretation hereof.

                                       14

<Page>

                                             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 OPPORTUNITIES 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

                                       15

</TEXT>
</DOCUMENT>
