Exhibit 4.3

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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.

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TABLE
  OF CONTENTS

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Page

ARTICLE 1DEFINITIONS

|Section 1.01. | Definitions | 2 | 
|------------- | ----------- | - | 

ARTICLE 2
  PURCHASE AND SALE OF B NOTES AND ALTA INTEREST

|Section 2.01. | Purchase and
      Sale of B Notes       | 10 | 
|------------- | ---------------------------------------- | -- | 
|Section 2.02. | Purchase and Sale of Alta
      Interest | 10 | 
|Section 2.03. | Initial Closing                          | 11 | 
|Section 2.04. | Partial Payments                         | 13 | 
|Section 2.05. | Final Closing                            | 16 | 
|Section 2.06. | Non-recourse                             | 19 | 
|Section 2.07. | Allocation                               | 20 | 
|Section 2.08. | Withholding                              | 20 | 

ARTICLE 3SPECIAL ARRANGEMENTS

|Section 3.01. | Non-Payment                                            | 21 | 
|------------- | ------------------------------------------------------ | -- | 
|Section 3.02. | Determination of Alta Interest
      FMV               | 22 | 
|Section 3.03. | Actions After Determination
      of Alta Interest FMV | 23 | 

ARTICLE 4REPRESENTATIONS AND WARRANTIES OF THE ICI PARTIES

|Section 4.01. | Corporate Existence
      and Power | 25 | 
|------------- | ----------------------------------- | -- | 
|Section 4.02. | Corporate Authorization             | 25 | 
|Section 4.03. | Governmental Authorization          | 25 | 
|Section 4.04. | Noncontravention                    | 26 | 
|Section 4.05. | Finders Fees                       | 26 | 

ARTICLE 5REPRESENTATIONS AND WARRANTIES OF ICI FINANCE

|Section 5.01. | Ownership of
      B Notes | 26 | 
|------------- | -------------------------- | -- | 
|Section 5.02. | B Notes Related Agreements | 27 | 
|Section 5.03. | Litigation                 | 27 | 

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ARTICLE 6REPRESENTATIONS AND WARRANTIES OF ICI AMERICAS AND ICI ALTA

|Section 6.01. | Status                                            | 27 | 
|------------- | ------------------------------------------------- | -- | 
|Section 6.02. | Capitalization                                    | 28 | 
|Section 6.03. | Ownership of Alta Interest
      and HIH Interest | 28 | 
|Section 6.04. | No Undisclosed Liabilities                        | 29 | 
|Section 6.05. | Intercompany Accounts                             | 29 | 
|Section 6.06. | Contracts                                         | 29 | 
|Section 6.07. | Litigation                                        | 29 | 
|Section 6.08. | Compliance with Laws and
      Court Orders       | 29 | 
|Section 6.09. | Full Disclosure                                   | 30 | 

ARTICLE 7REPRESENTATIONS AND WARRANTIES OF THE GOF PARTIES

|Section 7.01. | Organization
      and Power                | 30 | 
|------------- | ------------------------------------------- | -- | 
|Section 7.02. | Authorization                               | 30 | 
|Section 7.03. | Governmental Authorization                  | 31 | 
|Section 7.04. | Noncontravention                            | 31 | 
|Section 7.05. | Compliance with Laws and
      Court Orders | 32 | 
|Section 7.06. | Pledge Agreement                            | 32 | 
|Section 7.07. | Purchase for Investment                     | 32 | 
|Section 7.08. | Finders Fees                               | 33 | 

ARTICLE 8ICI PARENT GUARANTEE

ARTICLE 9AFFIRMATIVE AND NEGATIVE COVENANTS OF THE ICI PARTIES

|Section 9.01. | Existence                                                        | 33 | 
|------------- | ---------------------------------------------------------------- | -- | 
|Section 9.02. | Notices of Certain Events                                        | 33 | 
|Section 9.03. | Maintaining Records and
      Inspections; Access to Information | 34 | 
|Section 9.04. | Conduct of Business                                              | 34 | 
|Section 9.05. | Resignations                                                     | 34 | 
|Section 9.06. | Change of Name or Organizational
      Documents                 | 34 | 
|Section 9.07. | Compliance with Laws and
      Court Orders                      | 34 | 
|Section 9.08. | Discharge of Liens                                               | 34 | 
|Section 9.09. | Good Standing                                                    | 35 | 
|Section 9.10. | Negative Covenants of ICI
      Americas                         | 35 | 
|Section 9.11. | Negative Covenants of ICI
      Alta                             | 35 | 
|Section 9.12. | Disaffiliation                                                   | 37 | 
|Section 9.13. | Distributions                                                    | 37 | 

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ARTICLE 10COVENANTS OF THE ICI PARTIES AND THE BUYER

|Section 10.01. | Public Announcements                                        | 37 | 
|-------------- | ----------------------------------------------------------- | -- | 
|Section 10.02. | Intellectual Property                                       | 38 | 
|Section 10.03. | Mandatory Merger Filings                                    | 38 | 
|Section 10.04. | No Setoff                                                   | 39 | 
|Section 10.05. | Further Assurances                                          | 39 | 
|Section 10.06. | Confidentiality                                             | 39 | 
|Section 10.07. | Application of Section 11.12
      of the HIH LLC Agreement | 40 | 

ARTICLE 11TAX MATTERS

|Section 11.01. | Definitions                     | 41 | 
|-------------- | ------------------------------- | -- | 
|Section 11.02. | Tax Representations             | 42 | 
|Section 11.03. | Tax Covenants                   | 43 | 
|Section 11.04. | Tax Sharing Agreements          | 45 | 
|Section 11.05. | Cooperation on Tax Matters      | 45 | 
|Section 11.06. | Indemnification by ICI Americas | 46 | 
|Section 11.07. | Indemnification by the Buyer    | 47 | 
|Section 11.08. | Survival                        | 48 | 
|Section 11.09. | Proration of Taxes              | 48 | 
|Section 11.10. | Other                           | 48 | 

ARTICLE 12TRIGGER EVENTS

|Section 12.01. | Trigger Events | 49 | 
|-------------- | -------------- | -- | 

ARTICLE 13SURVIVAL; INDEMNIFICATION; SPECIAL INDEMNIFICATION

|Section 13.01. | Survival                | 50 | 
|-------------- | ----------------------- | -- | 
|Section 13.02. | Indemnification         | 50 | 
|Section 13.03. | Special Indemnification | 52 | 
|Section 13.04. | Limitation on Damages   | 53 | 
|Section 13.05. | Procedures              | 53 | 
|Section 13.06. | Calculation of Damages  | 54 | 
|Section 13.07. | Exclusivity             | 54 | 

ARTICLE 14MISCELLANEOUS

|Section 14.01. | Notices | 55 | 
|-------------- | ------- | -- | 

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|Section
      14.02. | Amendments
      and Waivers                     | 56 | 
|-------------------- | ------------------------------------------------ | -- | 
|Section 14.03.       | Expenses                                         | 56 | 
|Section 14.04.       | Successors
      and Assigns                     | 57 | 
|Section 14.05.       | Governing Law                                    | 58 | 
|Section
      14.06. | Jurisdiction                                     | 58 | 
|Section 14.07.       | Waiver of Jury Trial                             | 59 | 
|Section
      14.08. | Counterparts;
      No Third Party Beneficiaries | 59 | 
|Section 14.09.       | Severability                                     | 59 | 
|Section
      14.10. | Entire
      Agreement                           | 59 | 
|Section 14.11.       | Captions                                         | 59 | 
|Section
      14.12. | Currency                                         | 59 | 

|                 |                                            |      | 
|---------------- | ------------------------------------------ | ---- | 
|Exhibit A        | Form
      of Pledge Agreement             | E-1  | 
|Exhibit B        | Buyer UCC Financing Statement              | E-18 | 
|Exhibit
      C  | ICI Americas
      UCC Financing Statement | E-20 | 
|Exhibit D        | Alta Interest Financing
      Statement    | E-22 | 
|Schedule
      1 | Alta Interest
      FMV Determination      | S-1  | 

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SALE AND PURCHASE
  AGREEMENT dated as of June 14, 2002, by and among Imperial Chemical Industries
  PLC, a company incorporated in England and Wales with registered number 218019
  (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 and, together with ICI Parent,
  ICI Americas and ICI Alta, the ICI Parties), BNAC, Inc.,
  a Delaware corporation (the Buyer), and CSFB Global Opportunities
  Partners, L.P., a Delaware limited partnership (GOF and,
  together with the Buyer, the GOF Parties).

W I T N E S S E T H :

WHEREAS ICI
  Americas is the record and beneficial owner as of the date hereof of all of
  the issued and outstanding capital stock of ICI Alta (the Alta Interest);

WHEREAS ICI
  Alta is the record and beneficial owner as of the date hereof of 300 Units of
  Huntsman International Holdings LLC, a Delaware limited partnership (HIH),
  representing 30 per cent of the issued and outstanding Units of HIH (the HIH
  Interest);

WHEREAS ICI
  Finance is the record and beneficial owner of all of the 8% Senior Subordinated
  Reset Discount Notes due 2009 (the B Notes) issued by HIH
  pursuant to the Amended and Restated Indenture dated as of November 17, 2000,
  between HIH and Bank One, N.A., as amended by the Amended and Restated Indenture
  dated as of December 20, 2001 (the B Note Indenture);

WHEREAS GOF
  is the record and beneficial owner as of the date hereof of all of the issued
  and outstanding capital stock of the Buyer;

WHEREAS (a)
  ICI Americas desires to sell to the Buyer, and the Buyer desires to purchase
  from ICI Americas, the Alta Interest, and (b) ICI Finance desires to sell to
  the Buyer, and the Buyer desires to purchase from ICI Finance, the B Notes,
  in each case, all pursuant to the terms and subject to the conditions set forth
  in this Agreement;

WHEREAS ICI
  Parent, ICI Alta and Huntsman Specialty Chemicals Corporation, a Delaware corporation
  (HSCC), are parties to the Membership Interest Option Agreement
  dated as of November 2, 2000, as amended and restated by and executed pursuant
  to an agreement dated as of December 20, 2001 (the MIOA),
  relating to, among other things, certain obligations of HSCC to purchase the
  HIH Interest from ICI Alta, all pursuant to the terms and subject to the conditions
  set forth therein;

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WHEREAS simultaneously
  with the execution and delivery of this Agreement and as a condition and inducement
  to the willingness of the ICI Parties to enter into this Agreement and the transactions
  contemplated hereby, ICI Americas, ICI Finance and the Buyer are entering into
  a pledge agreement (the Pledge Agreement) in the form attached
  as Exhibit A hereto, pursuant to which the Buyer, among other things, is granting
  to ICI Americas and ICI Finance a valid perfected first priority security interest
  in the Collateral, all pursuant to the terms and subject to the conditions set
  forth in the Pledge Agreement; and

WHEREAS the
  ICI Parties and the GOF Parties desire to make certain representations, warranties,
  covenants and agreements in connection with the transactions contemplated hereby
  and also to prescribe certain conditions to the transactions contemplated hereby.

NOW, THEREFORE,
  in consideration of the foregoing and the respective representations, warranties,
  covenants and agreements set forth herein, the parties hereto, intending to
  be legally bound hereby, agree as follows:

ARTICLE 1DEFINITIONS

Section
  1.01. Definitions. (a) The following terms, as used herein, have the
  following meanings:

Affiliate
  means, with respect to any Person, any other Person directly or indirectly controlling,
  controlled by, or under common control with such Person;provided that
  neither HIH nor any Subsidiary of HIH shall be considered an Affiliate of any
  of the ICI Parties or of the GOF Parties.

Alta
  Interest FMV means (a) the value of the Alta Interest determined in
  connection with one or more Third Party Sales pursuant to Section 3.02(c), (b)
  the fair market value in U.S. dollars of the Alta Interest which would reasonably
  be expected to be obtained as at the Valuation Date (subject to Section 3.02(d))
  in an open market sale on arms length terms to a Person who is not an
  Affiliate of ICI Americas, ICI Alta, the GOF Parties or HSCC, having regard
  to all relevant factors but no irrelevant factors, as certified by the Expert
  in accordance with clause 5 of Schedule 1 hereto, or (c) the fair market value
  of the Alta Interest as agreed between the Buyer and ICI Americas pursuant to
  Section 3.02(f).

Board
  of Directors means, as to any Person, the board of directors, or any
  authorized committee thereof, of a corporation, or the board of managers, or
  any authorized committee thereof, of a limited liability company.

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Business
  Day means any day other than a Saturday, Sunday or day on which banks
  in New York City are authorized or required by law to close.

Buyer
  Allocated Matters means any liability or obligation resulting from,
  or which would reasonably be likely to result from, any consents obtained or
  any actions taken, or the failure to obtain any consents or take any actions,
  in connection with this Agreement or the Note Security Documents or transactions
  contemplated hereby or thereby (including, without limitation, pursuant to the
  HIH LLC Agreement) from or by (a) Huntsman Corporation or any of its Affiliates,
  (b) any of the HIH Private Equity Investors or (c) any lenders to or other creditors
  of Huntsman Corporation or any of its Affiliates.

Buyer
  Disclosure Schedule means the disclosure schedule delivered by the
  Buyer to the ICI Parties on or prior to the date hereof.

Change
  of Control of Newco means, at any time following the formation of
  Newco, the GOF Parties and the Huntsman Group, taken together, ceasing to (a)
  own, directly or indirectly, beneficially or of record, shares, limited liability
  company interests or other equity interests, as the case may be, representing
  more than 50 per cent of the issued and outstanding capital stock, limited liability
  company interests or other equity interests, as the case may be, of Newco and
  (b) have the power, directly or indirectly, to vote or direct the voting of
  securities having at least a majority of the ordinary voting power for the election
  of directors (or the equivalent thereof) of Newco.

Collateral
  has the meaning assigned to such term in the Pledge Agreement.

Competition
  Authority means any relevant government, governmental, national, supranational,
  competition or antitrust body or other authority, in any jurisdiction, which
  is responsible for applying merger control or other competition or antitrust
  legislation in such jurisdictions.

Confidentiality
  Agreement means the Confidentiality Agreement dated as of April 29,
  2002, by and between GOF and ICI Parent.

Event
  of Special Indemnification means (a) a circumstance under which the
  Buyer is ready, willing and able to consummate the Final Closing, including
  that the Buyer shall have had at that time immediately available funds in an
  amount sufficient to make all payments required to be made at the Final Closing,
  and (b) (i) ICI fails (other than by reason of any matter beyond the reasonable
  control of the ICI Parties) to consummate the Final Closing (including, without
  limitation, the failure to deliver to the Buyer certificates representing the
  Alta Interest, free and clear of any Liens), or (ii) there shall have occurred
  an ICI Material Covenant Breach.

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Expert
  has the meaning assigned to such term in clause 1 of Schedule 1 hereto.

Fully
  Diluted means, with respect to the capital stock of any Person, all
  outstanding shares of capital stock and all shares of capital stock directly
  or indirectly issuable in respect of securities convertible into or exchangeable
  or exercisable for such shares of capital stock, all stock appreciation rights,
  options, warrants and other rights to purchase or subscribe for such capital
  stock or securities convertible into or exchangeable or exercisable for such
  capital stock.

GAAP
  means generally accepted accounting principles in the United States applied
  on a consistent basis.

Governmental
  Entity means any Competition Authority and any other domestic or foreign
  court, administrative or regulatory agency or commission or other governmental
  authority or instrumentality.

HI
  means Huntsman International LLC, a Delaware limited liability company.

HIH
  B Note Covenant Letter means the letter agreement dated as of December
  20, 2001 by and between HSCC and ICI Alta pursuant to which, among other things,
  HSCC granted certain covenants for the benefit of ICI Alta.

HIH
  Group means HIH and any Subsidiaries of
  HIH from time to time.

HIH
  Group Member means any member of the HIH
  Group.

HIH
  LLC Agreement means the Second Amended and Restated Limited Liability
  Company Agreement of HIH dated as of December 20, 2001, among HSCC, ICI Alta
  and the HIH Private Equity Investors.

HIH
  Private Equity Investors means DB Capital Investors, L.P., JP Morgan
  Partners (BHCA), L.P., GS Mezzanine Partners, L.P. and GSMP (HICI), Inc.

HIH
  Private Sale Letter Agreement means the letter agreement dated as
  of December 20, 2001 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
  Registration Rights Agreement means the Registration Rights Agreement
  dated as of June 30, 1999 by and between HIH and ICI Finance, as amended by
  the HIH Private Sale Letter Agreement.

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HSR
  Act means the U.S. Hart-Scott-Rodino Antitrust Improvements Act of
  1976, as amended.

Huntsman
  Corporation means Huntsman Corporation, a Utah corporation.

Huntsman
  Family means, collectively, Jon M. Huntsman, his spouse, sibling and
  direct descendants, and their respective spouses so long as they remain spouses,
  and any trust for the benefit of any of the foregoing.

Huntsman
  Group means the Huntsman Family, Huntsman Corporation and the Subsidiaries
  of Huntsman Corporation from time to time.

ICI
  Bank Account means (a) Barclays Bank, New York, Swift Code: BARCUS33,
  ABA # 026002574, Account Number: 83204355, Account Name: Barclays Bank, 68 Knightsbridge,
  London (for the account of ICI Finance) or (b) such other account of ICI Finance
  with a bank in New York City as may be designated by at least three Business
  Days prior notice in writing by ICI Finance to the Buyer.

ICI
  Disclosure Schedule means the disclosure schedule delivered by the
  ICI Parties to the Buyer on or prior to the date hereof.

ICI
  Material Covenant Breach means any breach by ICI Alta or ICI Americas,
  as the case may be, of any of the covenants or agreements set forth in Article
  9, Article 10 or Article 14 which has resulted, or would reasonably be expected
  to result, individually or in the aggregate, in liabilities or obligations of
  ICI Alta in an amount equal to or exceeding $25,000,000, after taking into account
  any remedy, cure or mitigation of such liabilities or obligations of ICI Alta
  by the ICI Parties.

ICIs
  Knowledge means, with respect to any ICI Party, the actual knowledge
  of (a) the individuals whose names are set forth under the name of such ICI
  Party in Section 1.01(a) of the ICI Disclosure Schedule (to the extent that
  such knowledge is obtained while they are employed by or affiliated with ICI
  Parent or any of its Subsidiaries) and (b) any of the individuals from time
  to time employed in or holding the positions set forth under the name of such
  ICI Party in Section 1.01(a) of the ICI Disclosure Schedule. The term ICIs
  Knowledge shall be deemed to include any information of which such
  individual has received notice in writing or in electronic form.

Indebtedness
  of any Person means (a) all obligations of such Person for borrowed money, (b)
  all obligations of such Person evidenced by bonds, debentures, notes or similar
  instruments, (c) all obligations of such Person (other than in the nature of
  trade accounts payable) under conditional sale or other title

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retention agreements relating to property or assets
  purchased by such Person, (d) all obligations of such Person issued or assumed
  as the deferred purchase price of property or services (excluding trade accounts
  payable), (e) all Indebtedness of others secured by (or for which the holder
  of such Indebtedness has an existing right, contingent or otherwise, to be secured
  by) any Lien on property owned or acquired by such Person, whether or not the
  obligations secured thereby have been assumed, (f) all guarantees by such Person
  of Indebtedness of others, (g) all obligations of such Person as an account
  party in respect of letters of credit and bankers acceptances, and (h)
  the obligations of such Person to pay rent or other amounts under any lease
  of (or other arrangement conveying the right to use) real or personal property,
  or a combination thereof, which obligations are required to be accounted for
  as capital leases on a balance sheet of such Person under GAAP.

Information Package has the meaning
  assigned to such term in clause 2 of Schedule 1 hereto.

Intercreditor Agreement means the
  Intercreditor Agreement dated as of December 20, 2001, by and among ICI Alta,
  Bankers Trust Company, as agent for the lenders under certain credit agreements
  of Huntsman Corporation, and Bankers Trust Company, as collateral trustee, which
  was entered into in connection with the execution of the MIOA.

Lien means, with respect to any
  property or asset, any mortgage, deed of trust, lien, pledge, guaranty, charge,
  security interest, restriction, option, right of first refusal, right of first
  offer, tag-along right, drag-along right, any 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
  under any conditional sale agreement 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;provided that the definition of the term Lien
  shall not include any Tax imposed by any Taxing Authority in respect of which
  the Buyer is entitled to indemnification pursuant to Section 11.06.

Material Adverse Effect means,
  with respect to any Person, a material adverse effect on the business, financial
  condition (including levels of working capital), results of operations, assets
  and liabilities of such Person.

Newco means a Person with respect
  to which the GOF Parties and the Huntsman Group, taken together, (a) own, directly
  or indirectly, beneficially or of record, shares, limited liability company
  interests or other equity interests, as the case may be, representing more than
  50 per cent of the issued and outstanding capital stock, limited liability company
  interests or other equity interests, as the case may be, and (b) have the power,
  directly or indirectly, to vote or direct the

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voting of securities having at least a majority
  of the ordinary voting power for the election of directors (or the equivalent
  thereof) of Newco.

Note Security Documents means the
  Pledge Agreement and any ancillary agreement pursuant to which the Buyer provides
  a Lien on the Collateral in favor of ICI Americas and ICI Finance and all supplementary
  assignments, acknowledgements or other documents delivered or to be delivered
  pursuant to the terms of this Agreement or the Pledge Agreement.

1933 Act means the U.S. Securities
  Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1934 Act means the U.S. Securities
  Exchange Act of 1934, as amended, and the rules and regulations promulgated
  thereunder.

Person means an individual, corporation,
  partnership, limited partnership, limited liability partnership, limited liability
  company, association, trust, estate, custodian, trustee, executor, administrator,
  nominee or other entity or organization, including a government or political
  subdivision or an agency or instrumentality thereof (including any Governmental
  Entity).

Pledged Interests has the meaning
  assigned to such term in the Seller Pledge Agreement.

Released Collateral means (a) 210
  (out of 300) of the Pledged Interests set forth in Schedule 1 to the Seller
  Pledge Agreement, representing 70 per cent of the Pledged Interests, and (b)
  any dividends, distributions and other property or proceeds received as Collateral
  (as defined in the Seller Pledge Agreement) before the Alta Interest Partial
  Payment Date in respect of or in exchange for the Pledged Interests referred
  to in clause (a) above.

Secured Parties has the meaning
  assigned to such term in the Pledge Agreement.

Seller Pledge Agreement has the
  meaning assigned to such term in the MIOA.

Seller Security Documents has the
  meaning assigned to such term in the MIOA.

Subsidiary means, with respect
  to any Person, any corporation or other entity of which securities or other
  ownership interests having ordinary voting power to elect a majority of the
  Board of Directors or other Persons performing similar functions are at the
  time directly or indirectly owned, whether legally or beneficially, by such
  Person.

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Umbrella Deed means the Umbrella
  Deed dated the date hereof by and among ICI Parent, HSCC and HIH.

Uniform Commercial Code means the
  Uniform Commercial Code as in effect on the date hereof in the State of Delaware
  as set forth in Subtitle I of Title 6 of such Code;provided that if
  by reason of mandatory provisions of law, the perfection or the effect of perfection
  or non-perfection of the security interests in the Collateral under the Note
  Security Documents is governed by the Uniform Commercial Code as in effect in
  a jurisdiction other than Delaware, Uniform Commercial Code
  means the Uniform Commercial Code as in effect in such other jurisdiction for
  purposes of the provisions hereof relating to such perfection or effect of perfection
  or non-perfection.

Units has the meaning assigned
  to such term in the HIH LLC Agreement.

Valuation Date means the earlier
  to occur of (a) the date of consummation of the Third Party Sale(s) that results
  in the determination of the Alta Interest FMV in accordance with Section 3.02(c),
  and (b) the date that is the last day of the month immediately preceding the
  date on which (i) notice is given by ICI Americas to the Buyer pursuant to Section
  3.02(e)(i) to refer the determination of the Alta Interest FMV to the Expert
  or (ii) the determination of the Alta Interest FMV shall have been referred
  to the Expert pursuant to Section 3.02(e)(ii).

(b) Each of the following terms is defined in the
  Section set forth opposite such term:

|Term                                     | Section 
|---------------------------------------- | --------
|                                         |         
|Adjusted
      B Note Completion Payment | 3.03    
|Alta Interest                            | Recitals
|Alta Interest
      Partial Payment      | 2.04    
|Alta Interest
      Partial Payment Date | 2.04    
|Alta Interest
      Purchase Price       | 2.02    
|Alta Interest
      Sale Period          | 3.02    
|B Note Completion
      Payment          | 2.01    
|B Note Indenture                         | Recitals
|B Note Initial
      Payment             | 2.01    
|B Note Payment
      Reduction Amount    | 3.03    
|B Note Purchase
      Price              | 2.01    
|B Notes                                  | Recitals
|Buyer                                    | Recitals
|Buyer Indemnitee                         | 11.06   
|Claim                                    | 13.05   

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|Term                          | Section 
|----------------------------- | --------
|                              |         
|Code                          | 11.01   
|Completion Payment Deduction  | 2.04    
|Damages                       | 13.02   
|Exceptions                    | 2.04    
|Final Closing                 | 2.05    
|Final Closing Date            | 2.05    
|Final Determination           | 11.01   
|Fraud Claim                   | 13.07   
|GOF                           | Recitals
|GOF Parties                   | Recitals
|HIH                           | Recitals
|HIH Dividends                 | 9.11    
|HIH Interest                  | Recitals
|HIH-Related Agreements        | 2.05    
|HSCC                          | Recitals
|ICI Alta                      | Recitals
|ICI Alta Common Stock         | 6.02    
|ICI Alta Securities           | 6.02    
|ICI Americas                  | Recitals
|ICI Finance                   | Recitals
|ICI Parent                    | Recitals
|ICI Parties                   | Recitals
|ICI Permitted Transferee      | 9.10    
|Indemnified Party             | 13.05   
|Indemnifying Party            | 13.05   
|Initial Closing               | 2.03    
|Loss                          | 11.06   
|MIOA                          | Recitals
|Net Amount                    | 2.02    
|Obligations                   | 8       
|Partial Payment Notice        | 2.04    
|Partial Payment Transaction   | 2.04    
|Pledge Agreement              | Recitals
|Post-Closing Tax Period       | 11.01   
|Pre-Closing Tax Period        | 11.01   
|Relevant Competition Consents | 14.04   
|Returns                       | 11.02   
|Seller Group                  | 11.01   
|Tax                           | 11.01   
|Tax Asset                     | 11.01   
|Tax Benefit                   | 11.10   
|Tax Item                      | 11.01   

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|Term                 | Section
|-------------------- | -------
|                     |        
|Taxing Authority     | 11.01  
|Third Party Claim    | 13.05  
|Third Party Sales    | 3.02   
|Total Purchase Price | 2.02   
|Trigger Date         | 3.01   
|Trigger Event        | 12.01  
|Warranty Breach      | 13.02  

ARTICLE 2
  PURCHASE AND SALE OF B NOTES AND ALTA INTEREST

Section
  2.01. Purchase and Sale of B Notes.Simultaneously with the execution
  and delivery of this Agreement, upon the terms and subject to the conditions
  of this Agreement, ICI Finance hereby sells to the Buyer, and the Buyer hereby
  purchases from ICI Finance, the B Notes, free and clear of any Liens except
  as shall be expressly created by the Buyer in favor of ICI Americas and ICI
  Finance pursuant to the Pledge Agreement and the other Note Security Documents.
  The total purchase price for the B Notes (the B Note Purchase Price)
  shall be an amount equal to (a) $160,000,000 (the B Note Initial Payment)
  plus (b) $100,000,000 plus an additional amount thereon calculated
  at a rate of 9 per cent per annum accruing daily from and including May 15,
  2002 to and including the earlier of (i) the date of payment in full of the
  B Note Completion Payment and (ii) the Valuation Date, on the basis of a year
  of 365 days and the actual number of days elapsed, and compounded annually on
  May 15 in each year (the aggregate amount described in this clause (b), the
  B Note Completion Payment). The B Note Initial Payment shall
  be paid in cash as provided in Section 2.03, and the B Note Completion Payment
  shall be paid in cash as provided in Section 2.04 or Section 2.05, as the case
  may be.

Section
  2.02.Purchase and Sale of Alta Interest. Upon the terms and subject
  to the conditions of this Agreement, ICI Americas agrees to and shall sell to
  the Buyer, and the Buyer agrees to and shall purchase from ICI Americas, the
  Alta Interest on or prior to May 15, 2003, free and clear of any Liens. The
  total purchase price for the Alta Interest (the Alta Interest Purchase
  Price and, together with the B Note Purchase Price, the Total
  Purchase Price) shall be (a) $180,000,000minus the amount
  of any HIH Dividends paid to ICI Americas (the Net Amount)plus (b) an additional amount on the Net Amount (or any lesser amount resulting
  from a partial payment thereof theretofore made by the Buyer to ICI Americas
  pursuant to Section 2.04(a)(ii)), calculated at a rate of 9 per cent per annum
  accruing daily from and including May 15, 2002 to and including the earlier
  of (i) the date of payment in full of the Alta Interest Purchase

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Price and (ii) the Valuation Date, on the basis
  of a year of 365 days and the actual number of days elapsed, and compounded
  annually on May 15 in each year. The Alta Interest Purchase Price or any partial
  payment thereof shall be paid in cash as provided in Section 2.04 or Section
  2.05, as the case may be.

Section 2.03.
  Initial Closing.Simultaneously with the execution and delivery of this
  Agreement (the Initial Closing), the purchase and sale of
  the B Notes hereunder shall take place at the offices of Orrick, Herrington
  & Sutcliffe LLP, 666 Fifth Avenue, New York, New York 10103, at 10:00 a.m.,
  New York time, or at such other time or place as the Buyer and the ICI Parties
  may agree. At the Initial Closing:

(a)  the Buyer is delivering
  to ICI Finance the B Note Initial Payment in immediately available funds by
  wire transfer to the ICI Bank Account;

(b)     (i)  
  the Buyer and the Secured Parties are entering into the Pledge Agreement, (ii)
  the Buyer is executing any other Note Security Documents so as to provide the
  Secured Parties with a valid perfected first priority security interest in the
  Collateral (including a financing statement under the Uniform Commercial Code
  in the form attached as Exhibit B hereto), (iii) the Buyer is delivering to
  ICI Finance on behalf of the Secured Parties the single authenticated note evidencing
  the B Notes to be held pursuant to the terms and conditions of the Pledge Agreement
  and (iv) ICI Finance and the Buyer are executing a cross-receipt acknowledging
  (A) receipt by ICI Finance of the B Note Initial Payment from the Buyer and
  (B) receipt by the Buyer of the single authenticated note evidencing the B Notes;

(c)  ICI Finance is delivering
  to the Buyer duly executed instruments of transfer and any other documents that
  are necessary, in the reasonable judgment of the Buyer, to transfer to the Buyer
  title to the B Notes and all rights and benefits incidental to the ownership
  thereof under the B Notes and the B Note Indenture, free and clear of any Liens,
  except for any Lien arising under the terms of the Pledge Agreement and the
  other Note Security Documents. Upon the consummation of the Initial Closing,
  the Buyer shall be entitled to all the rights and subject to all the obligations
  pursuant to and in accordance with the B Notes and the B Note Indenture, subject
  to this Agreement and the Note Security Documents and (iii) ICI Finance and
  ICI Americas are filing a financing statement under the Uniform Commercial Code
  in the form attached as Exhibit C hereto;

(d)  (i)  the
  ICI Parties and the GOF Parties shall have made all mandatory filings which
  impose suspensory obligations and shall have

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | taken all actions
      required to be taken by the ICI Parties and the Buyer, if any, with a Governmental
      Entity, in each case, that are required to be made or taken to consummate
      the transactions at the Initial Closing; and(ii)
      all applicable waiting and other time periods (and any
      extensions thereof) (A) under the HSR Act or (B) during which any Competition
      Authority could intervene with the effect of preventing the consummation
      of the Initial Closing shall have been terminated or shall have expired
      or lapsed, and any decisions or confirmations required to be obtained from
      any Competition Authority shall have been obtained in connection with the
      transactions to be consummated at the Initial Closing;
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|(e)  the
        ICI Parties and the GOF Parties shall have: (i) obtained all third party
        (other than Governmental Entities and the HSCC consents that may be required
        to be obtained under the HIH LLC Agreement in connection with the transactions
        contemplated by this Agreement) consents and approvals required of the
        ICI Parties and of the GOF Parties to consummate all of the transactions
        contemplated hereunder including, without limitation, the sale of the
        B Notes and the sale of Alta Interest and (ii)  provided
        executed copies of all such consents and approvals;                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(f)  all
        corporate and other proceedings taken or required to be taken by the ICI
        Parties and the GOF Parties in connection with the transactions contemplated
        hereby and all documents and instruments incident thereto shall be satisfactory
        in form and substance to the GOF Parties, the ICI Parties and their respective
        counsel;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(g)  each
        of the ICI Parties is delivering to the GOF Parties a certificate executed
        by the secretary or assistant secretary of each of the ICI Parties, certifying
        as to: (i) the resolutions (with copies attached to such certificate)
        duly adopted by the Board(s) of Directors and stockholders, as applicable,
        of each of the relevant ICI Parties authorizing the execution, delivery
        and performance of, as applicable, this Agreement, the Note Security Documents,
        and each of the other agreements contemplated hereby and thereby, and
        the sale of the B Notes and the Alta Interest, (ii) in the case of ICI
        Alta, copies of its certificate of incorporation and bylaws as in effect
        as of the date of the Initial Closing and (iii) such other customary matters
        as may reasonably be requested by the GOF Parties;
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(h)  the
        ICI Parties are delivering to the GOF Parties a certificate of good standing
        for ICI Alta from the Secretary of State of the State of Delaware;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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(i)  HIH is executing and
  delivering to the Buyer a representation and indemnity agreement relating to
  the business and affairs of HIH, in form and substance reasonably satisfactory
  to the Buyer;

(j)  ICI Finance is assigning
  to the Buyer the HIH Registration Rights Agreement;

(k)  Huntsman Corporation
  is executing and delivering to ICI Alta a letter agreement, in form and substance
  satisfactory to ICI Alta, pursuant to which, among other things, Huntsman Corporation
  is granting certain covenants for the benefit of ICI Alta;

(l)  GOF is delivering to
  the ICI Parties a certificate executed by an appropriate officer of the general
  partner of GOF certifying (i) that the execution, delivery and performance of
  this Agreement, the Note Security Documents and each of the other agreements
  contemplated hereby and thereby have been duly authorized by GOF and (ii) such
  other customary matters as may reasonably be requested by the ICI Parties;

(m)  the Buyer is delivering
  to the ICI Parties a certificate executed by the secretary or assistant secretary
  of the Buyer certifying as to: (i) the resolutions (with copies attached to
  such certificate) duly adopted by the Board of Directors and stockholders, as
  applicable, of the Buyer authorizing the execution, delivery and performance
  of this Agreement, the Note Security Documents and each of the other agreements
  contemplated hereby and thereby, and the purchase of the B Notes and the Alta
  Interest, (ii) copies of its certificate of incorporation and bylaws as in effect
  as at the date of the Initial Closing and (iii) such other customary matters
  as may reasonably be requested by the ICI Parties; and

(n)  the Buyer is delivering
  to the ICI Parties a certificate of good standing for the Buyer from the Secretary
  of State of the State of Delaware.



The effectiveness of this Agreement
  shall be conditioned upon all of the actions described in this Section 2.03
  having taken place at the Initial Closing.


Section 2.04.
  Partial Payments.(a) At any time prior to May 15, 2003, upon not less than
  five Business Days prior written notice (each, a Partial Payment
  Notice) to ICI Americas and/or ICI Finance, as the case may be, of
  its intention to take such action, the Buyer shall have the right (but not the
  obligation) to make the following payments (each, a Partial Payment
  Transaction):

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(i)  to ICI Finance, the B Note Completion Payment. Immediately
    upon payment of the B Note Completion Payment:
  (A)  ICI Finance on behalf
    of the Secured Parties shall deliver to the Buyer the single authenticated
    note evidencing the B Notes held by ICI Finance pursuant to the Pledge Agreement
    and any and all instruments of transfer previously delivered by the Buyer
    to ICI Finance in respect of the B Notes; and

(B)  the Secured Parties shall execute and deliver to the Buyer
    a release and termination, in form and substance reasonably satisfactory to
    the Buyer, releasing and terminating the security interest provided in respect
    of the B Notes by the Pledge Agreement and the other Note Security Documents
    and any other acknowledgements and documents necessary, in the reasonable
    judgment of the Buyer, to evidence the release and termination of all security
    interests of the Secured Parties in respect of the B Notes; and
(ii)  If the Private Equity Consents (as
  defined in the Umbrella Deed) shall have been obtained pursuant to the provisions
  of the Umbrella Deed and if the Buyer shall have previously made the B Note
  Completion Payment to ICI Finance pursuant to Section 2.04(a)(i), a non refundable
  payment to ICI Americas in respect of the Alta Interest Purchase Price of at
  least $90,000,000 (the Alta Interest Partial Payment). Upon
  payment of such amount (the date of such payment, the Alta Interest
  Partial Payment Date):

(A)  ICI Alta shall execute and deliver to HSCC a letter, in form
    and substance reasonably satisfactory to the Buyer, waiving its rights in
    the security interest of ICI Alta with respect to the Released Collateral
    and, to the extent reasonably requested by the Buyer, ICI Alta shall execute
    and deliver such other acknowledgements and documents necessary, in the reasonable
    judgment of the Buyer, to give further effect to such waiver, including, without
    limitation, any amendment to the Seller Pledge Agreement and the Intercreditor
    Agreement;

(B)  ICI Alta shall execute
  and deliver to HSCC a letter (i) acknowledging that the amount of the Completion
  Payment (as defined in the MIOA) shall be reduced by an amount (the Completion
  Payment Deduction) equal to the proportion that $90,000,000 bears
  to the Alta Interest Purchase Price and (ii) waiving HSCCs obligation
  under the MIOA to pay to ICI Alta the amount of the Completion Payment Deduction;

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(C)  ICI Alta shall execute
  and deliver a letter to HSCC, in form and substance reasonably satisfactory
  to the Buyer, waiving its rights under Section 9.02 of the MIOA with respect
  to the Released Collateral;

(D)  ICI Alta 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;

(E)  each of ICI Parent,
  ICI Americas and ICI Alta shall deliver to the GOF Parties a certificate, executed
  by an authorized officer of such ICI Party, dated the Alta Interest Partial
  Payment Date, certifying that, except as otherwise set forth in such certificate
  (the Exceptions), (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 Alta Interest Partial Payment Date
  and (y) all covenants, agreements and conditions contained in this Agreement
  to be performed by such ICI Party on or prior to the Alta Interest Partial Payment
  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;
  and

(F)  (i)  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 Partial
  Payment Transaction; and (ii) all applicable waiting and other time periods
  (and any extensions thereof) (A) under the HSR Act or (B) during which any Competition
  Authority could intervene with the effect of preventing the consummation of
  the transactions contemplated on the Alta Interest Partial Payment Date shall
  have been terminated or shall have expired or lapsed and any decisions or confirmations
  required to be obtained from

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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.




(c) If the payment being made by the Buyer represents the outstanding balance
    of the Total Purchase Price, then the payment will be made in accordance with,
    and will constitute the payment(s) to be made under, Section 2.05.


(d) To the extent that the Buyers payment to ICI Americas
    of the Alta Interest Partial Payment pursuant to the provisions of this Section
    2.04 shall be viewed or characterized as a transaction that creates a security
    interest for purposes of Article 9 of the Uniform Commercial Code, the Buyer
    shall be deemed to have granted ICI Americas a security interest in all of
    the Buyers right, title and interest in, to and under the Alta Interest
    and, as of the Alta Interest Partial Payment Date, the Buyer authorizes ICI
    Americas to file a financing statement under the Uniform Commercial Code in
    the form attached as Exhibit D hereto. If the Buyer makes payment to ICI Americas
    of the Alta Interest Partial Payment pursuant to the provisions of this Section
    2.04, it is the intention of the parties hereto that no ownership interest
    or title in, to or under the Alta Interest to be sold, assigned, conveyed
    or otherwise transferred to the Buyer unless and until the Buyer makes payment
    to ICI Americas of the full amount of the outstanding balance of the Alta
    Interest Purchase Price at the Final Closing in accordance with Section 2.05(b)(ii).
    If ICI Americas shall file a financing statement under the Uniform Commercial
    Code pursuant to this Section 2.04(d), ICI Americas shall execute and deliver
    to the Buyer a termination statement relating thereto at the Final Closing.


Section 2.05.
  Final Closing.(a) The closing (the Final Closing) of
  the purchase and sale of the Alta Interest and, to the extent the Buyer shall
  not have previously made the B Note Completion Payment pursuant to Section 2.04(a),
  the payment of the B Note Completion Payment shall be made on May 15, 2003 or


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|such other date before
      May 15, 2003 as the Buyer and the ICI Parties may reasonably agree provided
      that such date may not be less than five Business Days or more than
      10 Business Days from the date the Buyer notifies the ICI Parties that it
      intends to deliver the outstanding balance of the Total Purchase Price (such
      date, the Final Closing
      Date). The Final Closing shall take
      place at the offices of Davis Polk & Wardwell, 450 Lexington Avenue,
      New York, New York 10017, at 10:00 a.m., New York time, on the Final Closing
      Date, or at such other time or place as the Buyer and the ICI Parties may
      agree.
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(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


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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.


Section
  2.06. Non-recourse.Notwithstanding any other provision of this Agreement,
  the Buyer and each of the ICI Parties agrees that:


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(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;


(b) upon release and
  termination of the security interest of the Secured Parties under the Pledge
  Agreement in accordance with the terms thereof, 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, including the B Notes; and


(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.


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(b) In the event that ICI Americas
  assigns it rights under this Agreement to any Person that is not a U.S.
  person for U.S. federal income tax purposes, such Person shall complete
  and deliver (or cause to be completed and delivered) to the GOF Parties such
  forms reasonably requested by the GOF Parties, in such format as is reasonably
  requested by them, which, in the reasonable judgment of the GOF Parties, are
  necessary to relieve the GOF Parties of any obligation under applicable law
  (including any relevant tax treaties and Treas. Reg. 1.1445-2(c)(3)) to withhold
  U.S. federal tax on amounts payable or treated as paid to such person. If such
  form or forms are duly provided, the GOF Parties shall not be entitled to withhold
  any portion of such amounts. If such form or forms are not provided (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 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.


ARTICLE 3
  SPECIAL ARRANGEMENTS

Section 3.01.
  Non-Payment.In the event that the Buyer does not make the B Note Completion
  Payment and/or pay the Alta Interest Purchase Price upon the earlier to occur
  of May 15, 2003 and the occurrence of a Trigger Event (the Trigger
  Date), the Buyer and the ICI Parties agree that, subject to Section
  3.02 and Section 3.03, (a) ICI Americas shall have the right to sell or otherwise
  transfer or dispose of the Alta Interest to any other Person, and retain any
  and all proceeds thereon, (b) ICI Alta shall have the right to sell or otherwise
  transfer or dispose of the HIH Interest to any other Person, and retain any
  and all proceeds thereon, (c) without limiting the rights of the Buyer under
  Section 13.03, ICI Americas shall have no further obligations to the Buyer (including
  under this Agreement) in respect of the Alta Interest, (d) the Buyer shall have
  no rights in, and ICI Americas shall have no obligations to the Buyer in respect
  of, any non-refundable partial payment of the Alta Interest Purchase Price previously
  made pursuant to Section 2.04(a)(ii), and (e) ICI Americas and ICI Finance shall
  be entitled to exercise all of their rights and remedies as Secured Parties
  under the Note Security Documents.


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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. (ii) For purposes of this Section
      3.02(c), the after-tax price per unit of the HIH Interests sold in such
      Third Party Sale(s) shall be determined by subtracting from (x) the pre-tax
      price per unit, or pre-tax weighted average price per unit, as the case
      may be, of the HIH interest actually sold in such Third Party Sale(s), an
      amount equal to (y) the product of (A) the amount of taxable income or gain
      (expressed on a per unit basis) per unit that ICI Alta would have recognized
      if ICI Alta had transferred in such Third Party Sale(s) the entire number
      of Units constituting the HIH Interest for the same pre-tax price per unit
      or pre-tax weighted average price per unit, as the case may be, of the HIH
      Interest actually sold in such Third Party Sale(s), net of the amount of
      any net operating loss or similar items of ICI Alta (including carryforwards
      of the consolidated group of which ICI Alta is a member, but only to the
      extent that such carryforwards would be apportioned to ICI Alta under applicable


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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.


(d) To the extent that ICI Americas
  or ICI Alta shall, during the Alta Interest Sale Period, have taken any of the
  actions that either or both of them would have been prohibited from taking under
  Article 9 if those provisions had been in force during the Alta Interest Sale
  Period, other than such Third Party Sale(s), the Alta Interest FMV shall be
  adjusted to take into account such actions and shall be determined as if such
  actions had not been taken.


(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).


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(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.


(e) Notwithstanding anything to the
  contrary contained in this Agreement, the Buyer shall have no obligation or
  liability to the ICI Parties in respect of or in connection with any assumption
  by ICI Americas of the Buyers obligations in respect of the B Note Completion
  Payment or any portion thereof under this Section 3.03.


ARTICLE 4
  REPRESENTATIONS AND WARRANTIES OF THE ICI PARTIES

Except as set forth in the ICI Disclosure
  Schedule, (a) each of ICI Alta, ICI Americas and ICI Finance represents and
  warrants to the GOF Parties with respect only as to itself, and (b) ICI Parent
  represents and warrants to the GOF Parties with respect to itself and each of
  the other ICI Parties, (i) in each case, as of the date hereof, and (ii) in
  the case of ICI Parent, ICI Alta and ICI Americas, (A) as of the Alta Interest
  Partial Payment Date and (B) provided that the Final Closing Date shall have
  occurred on or prior to May 15, 2003, the Final Closing Date, that:


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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 grant a Lien 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 4.03.
  Governmental Authorization.The execution, delivery and performance by such
  ICI Party of this Agreement, 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 require
  no material action by or in respect of, or material filing with, any Governmental
  Entity other than (a) assuming that BNAC, Inc. is the Buyer, compliance with
  any applicable requirements of any Competition Authority, including compliance
  with any applicable requirements of the HSR Act; (b) compliance with any applicable
  requirements of the 1934 Act and any other securities laws, whether federal,
  state or foreign; and (c) approvals required under, and filings and notifications
  required to be made under, the U.K. Listing Rules issued by the U.K. Financial
  Services Authority or the rules of the New York Stock Exchange, each of which
  actions or approvals, to the extent required to be completed on or prior to
  the date of this Agreement, has been taken or obtained on or prior to the date
  of this Agreement.


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.
  Noncontravention.


. Finders
  Fees.


ARTICLE 5REPRESENTATIONS AND WARRANTIES OF ICI FINANCE

Except as set forth in the ICI Disclosure Schedule,
  ICI Finance represents and warrants to the GOF Parties as of the date hereof
  that:

. Ownership of B
  Notes.


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Section
    5.02. B Notes Related Agreements.(a) Except as set forth in Section
    5.02(a) of the ICI Disclosure Schedule, there are no agreements, understandings,
    arrangements or commitments to which ICI Finance or its Affiliates is a party
    with respect to the ownership, transfer, sale, disposition, voting or control
    of the B Notes.


(b)  Each agreement set forth in Section
  5.02(a) of the ICI Disclosure Schedule is a valid and binding agreement of ICI
  Finance or the applicable Affiliate named as a party thereto, and is in full
  force and effect, and none of ICI Finance or the applicable Affiliate is in
  default or breach in any material respect under the terms of any such agreement.
  To ICIs Knowledge, the trustee under the B Note Indenture is not in default
  or breach in any material respect under the terms thereof.

Section 5.03. Litigation.There
  is no action, suit, investigation or proceeding pending against, or to ICIs
  Knowledge, threatened against or affecting, the B Notes by or before any court
  or arbitrator or any Governmental Entity.

ARTICLE 6REPRESENTATIONS AND WARRANTIES OF ICI AMERICAS AND ICI ALTA

Except as set forth in the ICI Disclosure Schedule, each of ICI Americas
    and ICI Alta represents and warrants, jointly and severally, to the GOF Parties
    as of the date hereof, the Alta Interest Partial Payment Date and, provided
    that the Final Closing Date shall have occurred on or prior to May 15, 2003,
    the Final Closing Date, that:


. Status.


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. Capitalization. ICI Alta Common Stock


ICI Alta Securities




. Ownership of Alta
  Interest and HIH Interest.




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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.




. Litigation.


. Compliance with
  Laws and Court Orders.


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(b)  ICI Alta currently is and at all times has been in material
    compliance with all foreign, federal, state and local laws, ordinances, regulations
    and orders relating to the protection of the environment. Section 6.09. Full Disclosure. None of this Agreement,
    the ICI Disclosure Schedule or any of the certificates delivered by any of
    the ICI Parties to the Buyer pursuant to Section 2.04(a)(ii)(E) or Section
    2.05(b)(ix) contains any untrue statement of a material fact relating to ICI
    Alta or omits a material fact relating to ICI Alta necessary to make the statements
    relating to ICI Alta contained herein and therein, in light of the circumstances
    in which they were made, not misleading, except for any matters relating to
    the business, financial condition (including levels of working capital), liabilities
    or results of operations of the Huntsman Group or any member thereof, including,
    without limitation, HSCC, HIH, HI or any of their respective Subsidiaries,
    and after taking into account any applicable knowledge or materiality qualifications
    contained in Article 4 (as such representations and warranties relate to ICI
    Alta or ICI Americas), this Article 6 or Article 11.


ARTICLE 7REPRESENTATIONS AND WARRANTIES OF THE GOF PARTIES

Except as set forth in the Buyer Disclosure Schedule, each of the GOF Parties,
    jointly and severally, represents and warrants to each of the ICI Parties
    as of the date hereof and, provided that the Final Closing Date shall have
    occurred on or prior to May 15, 2003, the Final Closing Date, that: Section 7.01. Organization and Power. GOF is a
    limited partnership duly organized, validly existing and in good standing
    under the laws of Delaware and the Buyer is a corporation duly incorporated,
    validly existing and in good standing under the laws of Delaware and each
    of the GOF Parties has all requisite powers 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 GOF Party or (b)
    adversely affect or impair in any respect the ability of such GOF Party to
    perform its obligations under this Agreement. GOF is the sole record and beneficial
    owner of all of the outstanding capital stock of the Buyer.


. Authorization.


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Section 7.03. Governmental Authorization.
  The execution, delivery and performance by each of the GOF Parties of this Agreement
  and the Note Security Documents and the other agreements and instruments referred
  to in this Agreement to which such GOF Party is or will be a party and the consummation
  of the transactions contemplated hereby and thereby require no material action
  by or in respect of, or material filing with, any Governmental Entity other
  than (a) compliance with any applicable requirements of any Competition Authority,
  including compliance with any applicable requirements of the HSR Act; and (b)
  compliance with any applicable requirements of the 1934 Act and any other securities
  laws, whether federal, state or foreign, each of which actions or approvals,
  to the extent required to be completed prior to the date of this Agreement,
  has been taken or obtained prior to the date of this Agreement.

. Noncontravention.


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consents or approvals as have been obtained as
  of the date of this Agreement and are set forth in Section 7.04(c) of the Buyer
  Disclosure Schedule and (ii) such consents or approvals the failure of which
  to obtain would not, individually or in the aggregate, reasonably be expected
  to (A) have a Material Adverse Effect on such GOF Party, or (B) adversely affect
  or impair in any respect the ability of such GOF Party to perform its obligations
  under this Agreement; and (d) do not create, impose or give rise to any Lien
  or any obligation to grant a Lien on any asset of such GOF Party, except for
  Liens created by the Note Security Documents.

. Compliance with
  Laws and Court Orders.


. Pledge Agreement.


. Purchase for Investment.




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. Finders
  Fees.


ARTICLE 8ICI PARENT GUARANTEE

Obligations


ARTICLE 9AFFIRMATIVE AND NEGATIVE COVENANTS OF THE ICI PARTIES



. Existence .


. Notices of Certain
  Events.


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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. Section 9.04. Conduct of Business.ICI Alta shall conduct its business in the ordinary course consistent
    with the fact that ICI Alta was formed for the sole purpose of holding the
    HIH Interest and that it conducts, and will continue to conduct, no business
    or activities other than (a) holding the HIH Interest and conducting business
    and activities incidental or relating thereto and (b) immaterial activities
    of an administrative nature that are incidental to being a wholly-owned Subsidiary
    within the ICI group.


. Resignations.


. Change of Name
  or Organizational Documents. provided


. Compliance with
  Laws and Court Orders.


. Discharge of Liens.


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|than any Lien arising
      under the terms of, or restrictions or obligations expressly imposed by,
      this Agreement, the HIH LLC Agreement, the MIOA, the Seller Security Documents
      or the Intercreditor Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Section
        9.09. Good Standing. ICI Alta will remain in good standing under
        the laws of the State of Delaware.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Section
        9.10.Negative Covenants of ICI Americas. ICI Americas shall not:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(a)  create,
        incur, assume or permit to exist any Lien on the Alta Interest or on any
        income, revenues, rights or benefits in respect thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(b)  merge
        into or consolidate with any other Person, or permit any other Person
        to merge into or consolidate with it, if immediately following any such
        transaction ICI Alta would not be a direct or indirect Affiliate of ICI
        Parent, unless prior to the effectiveness of such transaction ICI Americas
        shall have transferred the Alta Interest to ICI Parent or one of its Affiliates
        (an ICI Permitted Transferee) and the ICI Permitted
        Transferee agrees in writing to become a party to this Agreement and be
        bound by and comply with the terms hereof and assume and perform the obligations
        set forth in this Agreement (including, without limitation, this Section
        9.10) as if such ICI Permitted Transferee were ICI Americas;
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(c)  sell,
        transfer or otherwise dispose of, or agree to sell, transfer or otherwise
        dispose of, the Alta Interest or any part thereof (in a single transaction
        or in a series of related transactions) other than to an ICI Permitted
        Transferee; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(d)  enter
        into any voting trusts, voting agreements, proxies or other agreements
        or understandings with respect to the voting of the Alta Interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Section 9.11. Negative
          Covenants of ICI Alta. Except as expressly permitted by this Agreement,
          ICI Alta shall not, and ICI Americas shall not permit ICI Alta to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(a)incur,
        create, assume or permit to exist any Indebtedness;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(b)  except
        as expressly permitted by the Note Security Documents, the HIH LLC Agreement,
        the MIOA, the Seller Security Documents or the Intercreditor Agreement,
        create, incur, assume or permit to exist any Lien on any properties or
        assets, including, without limitation, the HIH Interest, now owned or
        hereafter acquired by ICI Alta, or on any income, revenues, rights or
        benefits in respect thereof;                                                                                                                                                                                                                                                                                                                                                               

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(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;


(e) declare or pay,
  directly or indirectly, any dividend or make any other distribution (by reduction
  of capital or otherwise), whether in cash, property, securities or a combination
  thereof, in respect of its capital stock;provided that ICI Alta shall
  be permitted to distribute to ICI Americas any dividends or other distributions
  (whether in cash, property or otherwise) that ICI Alta receives from HIH in
  respect of the HIH Interest or proceeds thereon (the amount of any such dividends,
  distributions or proceeds, HIH Dividends);provided further
  that the aggregate amount of HIH Dividends, at any time, shall not exceed the
  lesser of (i) $100,000,000 and (ii) the then outstanding balance of the Alta
  Interest Purchase Price;provided further that, in the event of any taxable
  sale or exchange, in whole or in part, of the HIH Interest by ICI Alta as permitted
  by this Agreement, ICI Alta shall be permitted to make a tax distribution to
  ICI Americas in an amount equal to the product of (i) ICI Altas taxable
  income or gain attributable to such sale or exchange, net of the amount of any
  net operating loss or similar items of ICI Alta (including carryforwards of
  the consolidated group of which ICI Alta is a member, but only to the extent
  that such carryforwards would be apportioned to ICI Alta under applicable 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 (ii) 38 per cent;provided further that prior to
  distributing the amount described in the immediately preceding proviso, ICI
  Alta shall provide to the GOF Parties a schedule setting forth the calculation
  of the net carryfowards and the amount to be distributed in the manner set forth
  for providing notice to the parties;


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(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.


ARTICLE 10
  COVENANTS OF THE ICI PARTIES AND THE BUYER

Section 10.01.
  Public Announcements.Each of the ICI Parties and the GOF Parties have agreed
  upon the text of any initial press release and the content of any initial public
  statement to be made in connection with the execution and delivery of this Agreement
  or the transactions contemplated hereby. From the time such initial press release
  or public statement is issued, the parties hereto will consult with each other
  before issuing any press release or making any public statement relating to
  the transactions contemplated by this Agreement that is inconsistent with or
  different from the text or contents agreed pursuant to the


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preceding sentence, and except as may be required
  by applicable law or by the obligations pursuant to any listing agreement with
  or the rules of any national securities exchange or national trading system,
  the parties hereto will not issue any such press release or make any such public
  statement prior to such consultation.

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.


(b) Notwithstanding the provisions
  of Section 10.03(a), each of ICI Parent and the GOF Parties agrees to make an
  appropriate filing of a Notification and Report Form pursuant to the HSR Act
  with respect to the purchase of the Alta Interest as promptly as practicable
  after, and in any event within 10 Business Days of, the date hereof and to supply
  as promptly as practicable any additional information and documentary material
  that may be requested pursuant to the HSR Act and to take all other actions
  necessary to cause the expiration or termination of the applicable waiting periods
  under the HSR Act as soon as practicable.


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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.


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(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: (i) the Buyer shall,
    and GOF shall cause the Buyer to, take such actions as shall be required to
    cause the Buyer and ICI Alta to be in compliance with the provisions of, and
    to discharge both the Buyers and ICI Altas obligations under,
    Section 11.12 of the HIH LLC Agreement, including delivering a Transfer Notice
    (as defined in the HIH LLC Agreement) which shall include an offer to each
    of the HIH Private Equity Investors from the Buyer to purchase all the Interests
    (as defined in the HIH LLC Agreement) owned by the HIH Private Equity Investors;


(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


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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.


(d) The GOF Parties and ICI Alta hereby
  agree that the provisions of this Section 10.07 are not intended to confer upon
  any Person (including, without limitation, any of the HIH Private Equity Investors),
  other than the parties hereto, any rights, remedies or benefits under this Agreement.


ARTICLE 11
  TAX MATTERS

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.


Final Determination
  means (a) any final determination of liability in respect of a Tax that, under
  applicable law, is not subject to further appeal, review or modification through
  proceedings or otherwise (including the expiration of a statute of limitations
  or a period for the filing of claims for refunds, amended returns or appeals
  from adverse determinations), including a determination as defined
  in Section 1313(a) of the Code or execution of an Internal Revenue Service Form
  870AD or (b) the payment of Tax by the GOF Parties, ICI Americas
  or any of their Affiliates, whichever is responsible for payment of such Tax
  under applicable law, with respect to any item disallowed or adjusted by a Taxing
  Authority;provided that such responsible party determines that no action
  should be taken to recoup such payment and the other party agrees.


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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.


Section 11.02.
  Tax Representations.(a) ICI Americas represents and warrants to the GOF
  Parties as of the date hereof, the Alta Interest Partial Payment Date, and,
  provided that the Final Closing Date shall have occurred on or prior to May
  15, 2003, the Final Closing Date that except as set forth in Section 11.02 of
  the ICI Disclosure Schedule, (i) all Tax returns, statements, reports and forms
  (including attachments and schedules thereto) (collectively, the Returns)
  that are material and required to be filed with any Taxing Authority with respect
  to any Pre-Closing Tax Period by, or with respect to, ICI Alta have been timely


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filed; (ii) ICI Alta has timely paid all Taxes
  shown as due and payable on such Returns; (iii) the Returns described in clause
  (i) are true, correct and complete in all material respects; (iv) the charges,
  accruals and reserves for Taxes with respect to ICI Alta reflected on the books
  of ICI Alta are adequate to cover material Tax liabilities accruing through
  the end of the last period for which ICI Alta ordinarily records items on its
  books; and (v) there is no action, suit, proceeding, investigation, audit or
  claim proposed or pending against or with respect to ICI Alta in respect of
  any material Tax.

(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


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date). Any separate Return filed by ICI Alta shall
  be provided to ICI Americas for prior review and approval, which approval shall
  not be unreasonably withheld or delayed. ICI Americas shall upon reasonable
  written request by the GOF Parties, (i) provide the GOF Parties with such Tax
  information relating to ICI Alta that is reasonably necessary for the preparation
  by ICI Alta after the Final Closing Date of any Tax Return or the payment after
  the Final Closing Date by ICI Alta of any Tax; and (ii) provide the GOF Parties
  with a schedule setting forth in reasonable detail the computation and amount
  of net operating losses, if any, and other tax attributes allocated to ICI Alta
  as of or after the Final Closing Date. Provided that the GOF Parties gives ICI
  Americas at least 30 days notice, ICI Americas shall (x) provide the information
  described in clauses (i) and (ii) of the preceding sentence as soon as such
  information becomes available or has been prepared, as the case may be, and
  (y) use its best efforts to provide such information to the GOF Parties by August
  15 of the calendar year following the year in which the Final Closing occurs
  and in any event ICI Americas shall provide such information by no later than
  August 31 of such calendar year.

(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.


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(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.


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Section 11.06.
  Indemnification by ICI Americas.(a) ICI Americas hereby indemnifies and
  agrees to hold the GOF Parties or any Affiliate of the GOF Parties, including,
  after the Final Closing, ICI Alta (each, a Buyer Indemnitee),
  harmless from any (i) Tax relating to a Pre-Closing Tax Period, (ii) Tax imposed
  on ICI Alta under Section 1.1502-6 of the Treasury Regulations or any similar
  provision of the Tax law as a result of ICI Alta being a member of the affiliated,
  consolidated, combined or unitary group of which ICI Americas is a member and
  (iii) liabilities, costs, expenses (including, without limitation, reasonable
  expenses of investigation and attorneys and accountants fees and
  expenses), arising out of or incident to the imposition, assessment or assertion
  of any such Tax, including those incurred in the contest in good faith in appropriate
  proceedings relating to the imposition, assessment or assertion of any Tax,
  described in clause (i) or (ii) above in each case incurred or suffered by the
  Buyer Indemnitee (the sum of clauses (i), (ii) and (iii) being referred to as
  a Loss); provided,however, that ICI Americas
  shall have no liability for the payment of any Loss attributable to or 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). (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), ICIAmericas
    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


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claim, all of the parties hereto shall cooperate
  in the defense or prosecution thereof.

(c) ICI Americas shall not be liable
  under this Section 11.06 for (i) any Tax the payment of which was made without
  ICI Americas prior written consent or (ii) any settlements effected without
  the consent of ICI Americas, or resulting from any claim, suit, action, litigation
  or proceeding with respect to which ICI Americas was not notified pursuant to
  Section 11.06(b); provided,however, that ICI Americas shall not
  be relieved of any liability for Taxes pursuant to this Section 11.06(c) to
  the extent that it has waived its right under Section 11.06(b) to participate
  in, or assume the defense of, the claim, suit, action, litigation or proceeding
  giving rise to such Tax. 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 ICIAmericas, 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


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have the sole discretion as to the conduct of such defense and
  the ICI Americas 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 the GOF Parties. Whether or not the GOF Parties choose to
  defend or prosecute any claim, all of the parties hereto shall cooperate in
  the defense or prosecution thereof.

Section
  11.08. Survival.Notwithstanding anything in this Agreement to the contrary,
  the covenants and agreements contained in Article 11 shall survive for the full
  period of all statutes of limitations (giving effect to any waiver, mitigation
  or extension thereof) and the representations and warranties contained in Article
  11 shall not survive after the date hereof. 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
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offset by the Tax Benefit within 30 days of the
  filing of the Tax Return on which such Tax Benefit is so utilized.

ARTICLE 12
  TRIGGER EVENTS

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:


(a) a GOF Party shall
  (i) commence a voluntary case or other proceeding seeking liquidation, reorganization
  or other relief with respect to itself 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, (ii) consent to any such relief or to
  the appointment of or taking possession by any such official in an involuntary
  case or other proceeding commenced against it, (iii) make a general assignment
  for the benefit of creditors, or (iv) resolve by action of its Board of Directors
  to take any of the foregoing;


(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


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voluntary or involuntary, by operation of law
  or otherwise), then, and in every such event and at any time thereafter during
  the continuance of such event, subject to Section 2.06, (A) ICI Americas may
  by notice to the GOF Parties require the Buyer to immediately purchase the Alta
  Interest and to immediately pay to ICI Americas the Alta Interest Purchase Price
  and (B) if the Buyer shall not have previously made the B Note Completion Payment
  pursuant to Section 2.04(a)(i), ICI Finance may by notice to the Buyer require
  the Buyer to immediately pay to ICI Finance the B Note Completion Payment, in
  each case without presentment, demand, protest or other notice of any kind,
  all of which are hereby expressly waived by the Buyer, anything contained in
  this Agreement and/or in any Note Security Documents to the contrary notwithstanding,
  and the Buyer will perform and pay the same;providedthat, in the case of any of the Trigger Events specified in paragraph (a) or
  (b) above, without any notice to the Buyer or any other act by ICI Americas
  or ICI Finance, as the case may be, the Buyer shall be required to immediately
  purchase (x) the Alta Interest and to immediately pay to ICI Americas the Alta
  Interest Purchase Price and (y) if the Buyer shall not have previously made
  the B Note Completion Payment pursuant to Section 2.04(a)(i), pay to ICI Finance
  the B Note Completion Payment, in each case without presentment, demand, protest
  or other notice of any kind, all of which are hereby expressly waived by the
  Buyer, anything contained in this Agreement and/or in any Note Security Documents
  to the contrary notwithstanding, and the Buyer will perform and pay the same.

Any purchase of and payment for the
  Alta Interest, and any payment of the B Note Completion Payment, by the Buyer
  pursuant to this Section 12.01 shall be made in a manner consistent with the
  provisions of Section 2.05.


ARTICLE 13
  SURVIVAL; INDEMNIFICATION; SPECIAL INDEMNIFICATION

Section 13.01.
  Survival.All covenants, agreements, representations and warranties of the
  parties hereto contained in this Agreement shall continue in full force and
  effect after the date hereof, except that the covenants, agreements, representations
  and warranties set forth in Article 11 shall survive in accordance with the
  provisions of Section 11.08. 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


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breach of warranty, a Warranty
  Breach) or breach of covenant or agreement
  made or to be performed by ICI Americas or ICI Alta pursuant to this Agreement
  (other than pursuant to (i) Article 11 or (ii) Section 13.03); provided
  that, with respect to indemnification by ICI Americas pursuant to this Article
  13, the maximum Damages of ICI Americas 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 Alta Interest less the aggregate amount of any payments
  made by ICI Americas to the GOF Parties pursuant to Section 13.03. ICI Americas
  hereby agrees that it, on its behalf and on behalf of its successors and assigns,
  irrevocably waives and relinquishes and shall not pursue any rights of contribution
  or subrogation against ICI Alta after the Final Closing in respect of any liability
  or obligation of ICI Americas or ICI Alta pursuant to Section 13.02 (including,
  without limitation, any payments made to or to be made by ICI Americas pursuant
  to Section 13.02) in respect of any Warranty Breach or breach of covenant or
  agreement made or to be performed by ICI Alta pursuant to this Agreement.

(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


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and against any and all Damages incurred or suffered
  by any of the ICI Parties or any of their respective Affiliates arising out
  of or relating to any Warranty Breach or breach of covenant or agreement (other
  than those contained in Article 11) made or to be performed by the GOF Parties
  pursuant to this Agreement;providedthat, with respect to indemnification by the GOF Parties pursuant to this Article
  13, the maximum Damages of the GOF Parties shall not exceed that amount of the
  Total Purchase Price remaining unpaid as of the date of determination; provided
  further that notwithstanding anything to the contrary contained in this
  Agreement, the indemnification provided for in this Section 13.02(d) shall not
  apply to any obligation to make the B Note Completion Payment and to pay the
  Alta Interest Purchase Price or in any way contradict or be inconsistent with
  or be construed to conflict with the provisions of Section 2.06(a).

(e) The GOF Parties hereby agree to
  and shall, jointly and severally, indemnify and hold harmless the ICI Parties
  and their respective Affiliates from and against any and all Damages incurred
  or suffered by any of the ICI Parties or any of their respective Affiliates
  in connection with the transactions contemplated by this Agreement arising out
  of or relating to Section 11.12 of the HIH LLC Agreement. 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) $100,000,000, if
  the applicable Event of Special Indemnification arose after the B Note Completion
  Payment and the Alta Interest Partial Payment shall have been made; and


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(ii) the maximum aggregate Damages
  in respect of all Events of Special Indemnification shall be $500,000,000 less
  any payments made by any of the ICI Parties pursuant to Section 13.02(a), Section
  13.02(b) and Section 13.02(c). (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


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Indemnifying Party shall not relieve the Indemnifying
  Party of its obligations hereunder, except to the extent such failure shall
  have adversely prejudiced the Indemnifying Party.

(b) The Indemnifying Party shall be
  entitled to participate in the defense of any Claim asserted by any third party
  (Third Party Claim) and, subject to the limitations set forth
  in this Section 13.05, shall be entitled to control and appoint lead counsel
  for such defense, in each case at its expense. (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


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any judgment of a court of competent
  jurisdiction with respect to any Fraud Claim.

ARTICLE 14
  MISCELLANEOUS

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: David Matlin 
    Facsimile: +1-212-325-5252


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: David Matlin 
    Facsimile: +1-212-325-5252


if to ICI Parent, to:


Imperial Chemical Industries PLC 
    20 Manchester Square 
    London W1U 3AN 
    England 
    Attention: General Counsel 
    Facsimile: +44-207-009-5001


if to ICI Americas, to:


ICI Americas Inc.


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10 Finderne Avenue
  Bridgewater, NJ 08807 
  U.S.A.Attention: Vice President, General Counsel & Secretary
  
  Facsimile: +1-908-203-2950


if to ICI Alta, to:ICI Alta Inc. 
    1000 Uniqema Blvd. 
    New Castle, 
    Delaware 19720 
    U.S.A.Attention: Secretary
    Facsimile: +1-302-574-1178 if to ICI Finance, to:ICI Finance PLC
    20 Manchester Square 
    London W1U 3AN
    England 
    Attention: Company Secretary 
    Facsimile: +44-207-009-5001


All such notices or communications given to any party
  hereto in accordance with the provisions of this Agreement shall be deemed to
  be received (a) in the case of personal delivery, on the date of such delivery,
  (b) in the case of delivery by an internationally-recognized overnight courier,
  on the next Business Day after the date of dispatch, and (c) in the case of
  transmission by telecopy, upon confirmed receipt.

Section 14.02. Amendments and
  Waivers.(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 or parties against whom the waiver is to be effective.

(b) No failure or delay by any party hereto 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 14.03. Expenses.
  Except as otherwise expressly provided for in this Agreement, all costs and
  expenses incurred in connection with the preparation and performance of this
  Agreement shall be paid by the party incurring such cost

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or expense;providedthat all costs and expenses incurred by ICI Alta
  in connection with this Agreement and in the transactions contemplated hereby
  shall be the responsibility of and shall be borne by ICI Americas.

Section 14.04.
  Successors and Assigns.(a) The provisions of this Agreement shall be binding
  upon and inure to the benefit of the parties hereto and their respective successors
  and assigns; provided that no party may assign, delegate or otherwise
  transfer any of its rights or obligations under this Agreement without the written
  consent of each other party hereto, which consent shall not be unreasonably
  withheld. Notwithstanding the foregoing, (i) each of the ICI Parties may, without
  the consent of the Buyer and upon at least 10 days prior written notice
  thereof to the Buyer, (A) assign, delegate or otherwise transfer any of its
  rights or obligations under this Agreement (other than ICI Parents obligations
  under Article 8) to an ICI Permitted Transferee or (B) appoint one or more agents
  to act for it for all or any portion of its rights and duties hereunder;provided that no such assignment, delegation, transfer or appointment shall
  relieve any of the ICI Parties of its obligations under this Agreement, and
  (ii) the Buyer may, without the consent of the ICI Parties and upon at least
  10 days prior written notice thereof to the ICI Parties, (A) assign, delegate
  or otherwise transfer any of its rights or obligations under this Agreement
  to Newco, an Affiliate of GOF or any member of the Huntsman Group or (B) appoint
  one or more agents to act for it for all or any portion of its rights and duties
  hereunder;provided that no such assignment, delegation or transfer shall
  relieve the Buyer of any of its obligations under this Agreement. Any sale,
  merger, consolidation or other transaction pursuant to which the holders of
  outstanding voting stock of a party hereto (other than ICI Parent or GOF) immediately
  prior to such transaction own, immediately after such merger, consolidation
  or transaction, securities representing less than a majority of the ordinary
  voting power of the corporation or other entity surviving such transaction shall
  be deemed to be an assignment under this Agreement and such transaction shall
  be subject to the provisions of this Section 14.04;provided that an
  assignment, delegation or transfer by the Buyer to Newco as described above
  in this Section 14.04(a) shall not be deemed to be an assignment hereunder.


(b)  If, pursuant to the provisions of Section
  14.04(a), any party requests the consent of each other party hereto to any assignment,
  delegation or other transfer of any of its rights or obligations under this
  Agreement to any Person other than those specified in Section 14.04(a)(i) and
  Section 14.04(a)(ii), such party shall contemporaneously confirm in writing
  to each other party hereto the filings, submissions or notifications, if any,
  with or to any Competition Authority and the consents or authorizations, if
  any, from any Competition Authority which would be required or would be reasonably
  advisable to be obtained or made (the Relevant Competition Consents)
  prior to the Final Closing if such assignment, delegation or other transfer
  were to take place. Any party shall be entitled to withhold its consent unless
  the party seeking such consent has

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demonstrated to the reasonable satisfaction of
  the other parties that the Relevant Competition Consents would not give rise
  to any substantive antitrust concern by reference to, without limitation, the
  following criteria (in each case compared to the Relevant Competition Consents
  which would otherwise be required in the absence of such assignment, delegation
  or other transfer by the party seeking consent):



(ii)  a reduction in the
  likelihood of obtaining any Relevant Competition Consent;

(iii)  an increase in the
  likelihood of any Relevant Competition Consent being made conditional on the
  giving of any undertaking by any notifying party; or

(iv)  a prolongation of
  the estimated time period within which the other party reasonably expects that
  all Relevant Competition Consents shall be obtained.

. Governing Law.


Section 14.06. 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 (i) 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 (ii) 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) each of ICI Parent and
  ICI Finance hereby (i) appoints ICI Americas as its agent to accept and acknowledge

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on its behalf service of process in any suit,
  action or proceeding at the address of ICI Americas set forth in Section 14.01
  and (ii) agrees that such service upon ICI Americas shall be deemed in every
  respect effective service of process upon ICI Parent or ICI Finance in any suit,
  action or proceeding and shall be valid personal service whether or not ICI
  Parent or ICI Finance shall then be doing, or at any time shall have done, business
  within the State of Delaware and that any such service shall be of the same
  force and validity as if service were made upon ICI Parent or ICI Finance according
  to the laws of the State of Delaware governing such service, and (b) each party
  agrees that service of process on such party by registered or certified U.S.
  mail, return receipt requested, shall be deemed effective service of process
  on such party in respect of proceedings in Delaware.

. WAIVER OF JURY
  TRIAL.


Section 14.08. 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 14.09. Severability.In the event one or more of the provisions of this Agreement should, 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 Agreement, and this Agreement shall be construed as if such invalid,
  illegal or unenforceable provision had never been contained in this Agreement.

Section 14.10. Entire Agreement.
  This Agreement and the Note Security Documents constitute the entire agreement
  among the parties hereto with respect to the subject matter of this Agreement.

Section 14.11. Captions.The
  captions herein are included for convenience of reference only and shall be
  ignored in the construction or interpretation hereof.

Section 14.12. Currency.
  Unless otherwise expressly provided for, all payments and other amounts due
  and payable hereunder shall be in United States dollars.

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

| | IMPERIAL CHEMICAL INDUSTRIES PLC
| | --------------------------------
| |                                 
| | By: /s/ R.W.T. Turner           
| |                                 
| | Name:
      Wynne Turner        
| | Title:
      Attorney-in-fact   
| |                                 
| | ICI AMERICAS INC.               
| |                                 
| | By: /s/ A. Ransom               
| |                                 
| | Name:
      Andrew Ransom       
| | Title:
      Attorney-in-fact   
| |                                 
| | ICI ALTA INC.                   
| |                                 
| | By: /s/ A. Ransom               
| |                                 
| | Name:
      Andrew Ransom       
| | Title:
      Attorney-in-fact   
| |                                 
| | ICI FINANCE PLC                 
| |                                 
| | By: /s/ R.W.T. Turner           
| |                                 
| | Name:
      Wynne Turner        
| | Title:
      Attorney-in-fact   
| |                                 
| | BNAC, INC.                      
| |                                 
| | By: /s/ David J. Matlin         
| |                                 
| | Name:
      David J. Matlin     
| | Title:
      President          

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| | CSFB GLOBAL OPPORTUNITIESPARTNERS,
      L.P.
| | ---------------------------------------------
| |                                              
| | By:                                          
| |                                              
| | By: /s/ David J. Matlin                      
| |                                              
| | Name:
      David J. Matlin                  
| | Title:
      Vice President                  

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EXHIBIT
  A

PLEDGE AGREEMENT

June 14, 2002

among

BNAC,
  INC.

ICI AMERICAS INC.

and

ICI FINANCE PLC

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PLEDGE AGREEMENT dated as of June 14, 2002 by and
  among BNAC, Inc., a Delaware corporation (together with its successors and assigns,
  the Pledgor), ICI Americas Inc., a Delaware corporation (ICI
  Americas) and ICI Finance PLC, a company incorporated in England and
  Wales (ICI Finance).

W I T N E S S E T H :

WHEREAS, immediately prior to the Initial Closing
  under the Sale and Purchase Agreement (as hereafter defined), ICI Finance was
  the record and beneficial owner of all of the 8% Senior Subordinated Reset Discount
  Notes due 2009 (the Pledged Notes) issued by Huntsman International
  Holdings LLC, a Delaware limited liability company (HIH or
  the Issuer), pursuant to the Amended and Restated Indenture
  dated as of November17, 2000, between HIH and Bank One, N.A., as amended by
  the Amended and Restated Indenture dated as of December 20, 2001 (the B
  Note Indenture);

WHEREAS ICI Americas is the record and beneficial
  owner of all of the issued and outstanding capital stock (the Alta
  Interest) of ICI Alta Inc., a Delaware corporation (ICI Alta);

WHEREAS (a) at the Initial Closing, ICI Finance is
  selling to the Pledgor, and the Pledgor is purchasing from ICI Finance, the
  Pledged Notes, and (b) ICI Americas has agreed to sell to the Pledgor, and the
  Pledgor has agreed to buy from ICI Americas, the Alta Interest, in each case,
  all pursuant to the terms and subject to the conditions set forth in the Sale
  and Purchase Agreement;

WHEREAS the Pledgor, Imperial Chemical Industries
  PLC, a company incorporated in England and Wales (ICI Parent),
  ICI Alta, ICI Americas and ICI Finance (together with ICI Parent, ICI Alta and
  ICI Americas, the ICI Parties) are parties to the Sale and
  Purchase Agreement of even date herewith (as the same may be amended from time
  to time, the Sale and Purchase Agreement); and

WHEREAS in order to induce the ICI Parties to enter
  into the Sale and Purchase Agreement, the Pledgor has agreed to grant a continuing
  security interest in and to the Collateral (as hereafter defined) to secure
  the Secured Obligations (as hereafter defined).

NOW, THEREFORE, in consideration of the foregoing
  and the respective representations, warranties, covenants and agreements set
  forth herein, the parties hereto, intending to be legally bound hereby, agree
  as follows:

Section 1. Definitions.Terms defined in the
  Sale and Purchase Agreement and not otherwise defined herein have, as used herein,
  the respective meanings provided for therein. Unless otherwise defined herein,
  or unless the

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context otherwise requires, all terms used herein
  which are defined in the Uniform Commercial Code shall have the meanings therein
  stated. The following additional terms, as used herein, have the following respective
  meanings:

Collateral


(a)  the Pledged Notes and
  any certificates representing the Pledged Notes and all interest, distributions
  and other property or proceeds from time to time received, receivable or otherwise
  distributed in respect of or in exchange or substitution for any or all of the
  Pledged Notes;

(b)  all of the Pledgors
  rights to receive interest and principal, as well as any right to any other
  monies due or to become due to the Pledgor in respect of the Pledged Notes,
  whether now existing or hereafter arising, whether pursuant to the terms of
  the B Note Indenture, arising at law or in equity or otherwise;

(c)  all of the right, title
  and interest of the Pledgor in the B Note Indenture, the HIH Registration Rights
  Agreement and the GOF Private Sale Letter Agreement; and

(d)  any and all proceeds,
  monies and claims for monies due or to become due or arising from or in connection
  with any of the foregoing Collateral. For purposes of this Agreement, the term
  proceeds includes whatever is receivable or received when
  the Collateral or proceeds are sold, exchanged, collected or otherwise disposed
  of, whether such disposition is voluntary or involuntary.

GOF Private Sale Letter Agreement
  means the letter agreement dated as of the date hereof by and among HIH, the
  Pledgor and CSFB Global Opportunities Partners, L.P. 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 Pledged Notes.

HIH Private Sale Letter Agreement
  means the letter agreement dated as of December 20, 2001 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 Pledged Notes.

HIH Registration Rights Agreement
  means the Registration Rights Agreement dated as of June 30, 1999 by and between
  HIH and ICI Finance, as amended by the HIH Private Sale Letter Agreement.

Non Payment Event means the failure
  of the Pledgor to pay in full (a) the B Note Completion Payment, and/or (b)
  the Alta Interest Purchase Price,

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pursuant to the terms of the Sale and Purchase
  Agreement, in each case whether on or prior to May 15, 2003 or whether following
  the occurrence of a Trigger Event.

Secured Obligations


Secured Parties means (a) ICI Americas
  and its successors and assigns and (b) ICI Finance and its successors and assigns.
  For so long as ICI Americas and ICI Finance are under the common control of
  ICI Parent, each of the Secured Parties shall be entitled to act as agent for
  the other Secured Parties in connection with this Agreement.

Security Interests means the security
  interests in the Collateral granted hereunder securing the Secured Obligations.



 Uniform
  Commercial Code or UCC means the Uniform Commercial
  Code as in effect on the date hereof in the State of Delaware as set forth in
  Subtitle I of Title 6 of such Code;providedthat if by reason of mandatory
  provisions of law, the perfection or the effect of perfection or non-perfection
  of the Security Interests is governed by the Uniform Commercial Code as in effect
  in a jurisdiction other than Delaware, Uniform Commercial Code
  means the Uniform Commercial Code as in effect in such other jurisdiction for
  purposes of the provisions hereof relating to such perfection or effect of perfection
  or non-perfection.


Section 2. Representations and Warranties.The
  Pledgor represents and warrants to each of the Secured Parties as follows:

(a)  Power to Pledge.The
  Pledgor has the power and authority to pledge the Collateral in the manner contemplated
  hereby.

(b)Title to Pledged
  Notes. Assuming that ICI Finance has conveyed and delivered to the Pledgor
  good, valid and marketable title to the Pledged Notes pursuant to the Sale and
  Purchase Agreement, the

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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.


(c)Validity, Perfection
  and Priority of Security Interests.This Agreement will be effective to create
  in favor of the Secured Parties legal, valid and enforceable security interests
  in the Collateral. By virtue of the execution and delivery of this Agreement
  and the Sale and Purchase Agreement by the Pledgor, upon the delivery of the
  Pledged Notes to ICI Finance on behalf of the Secured Parties in accordance
  with Section 4 hereof and the filing of a UCC-1 financing statement in the State
  of Delaware, the Secured Parties will have a valid and perfected security interest
  in the Collateral, and, assuming that ICI Finance has conveyed and delivered
  to the Pledgor good, valid and marketable title to the Pledged Notes pursuant
  to the Sale and Purchase Agreement, subject to no prior Lien, which security
  interest is prior to any other security interests in the Collateral. Except
  for such filing, no registration, recordation or filing with any Governmental
  Entity is required in connection with the execution or delivery of this Agreement
  or necessary for the validity or


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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.


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(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 4. Delivery of Pledged Notes.All
  Pledged Notes shall be delivered by the Pledgor to ICI Finance on behalf of
  the Secured Parties duly endorsed in blank, and accompanied by any required
  transfer tax stamps, all in form and substance satisfactory to the Secured Parties.
  Contemporaneously with delivery of the Pledged Notes, ICI Finance shall deliver
  to the Pledgor a written acknowledgement of receipt of the Pledged Notes. 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


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Finance on behalf of the Secured Parties, subject
  to the terms and conditions hereof, as further collateral security for the Secured
  Obligations.

(b) Upon the reasonable request of
  the Secured Parties, from time to time, at the Pledgors expense and in
  such manner and form as the Secured Parties may reasonably require, the Pledgor
  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 (i)
  effectuate the transactions contemplated by this Agreement and the other agreements
  and instruments referred to in this Agreement and (ii) 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 this Agreement. Without limiting the generality
  of the foregoing, the Secured Parties are hereby authorized to execute and file,
  in the name of the Pledgor or otherwise, financing statements, amendments thereto
  and continuation statements necessary or desirable in their judgment to perfect
  or continue the perfected status of the Security Interests granted under this
  Agreement without any further action on the part of the Pledgor. The Pledgor
  agrees that a carbon, photographic, photostatic or other reproduction of this
  Agreement or of a financing statement is sufficient as a financing statement.
  The Pledgor shall pay the reasonable costs of, or incidental to, any recording
  or filing of any financing or continuation statements concerning the Collateral. (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.


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Section 7. Right to Receive Distributions
  on Collateral.Upon the occurrence and during the continuance of any Non
  Payment Event, the Secured Parties shall have the right to be paid and receive
  and to retain as Collateral hereunder, all interest and other payments and distributions
  made upon or with respect to the Collateral, and the Pledgor shall take all
  such action as the Secured Parties may deem necessary or appropriate to give
  effect to such right. All such interest and other payments and distributions
  which are received by the Pledgor during the continuance of a Non Payment Event
  shall be received in trust for the benefit of the Secured Parties and, if the
  Secured Parties so direct during the continuance of a Non Payment Event, shall
  be segregated from other funds of the Pledgor and shall, forthwith upon demand
  by the Secured Parties during the continuance of an a Non Payment Event, be
  paid over to the Secured Parties as Collateral in the same form as received
  (with any necessary endorsement), and the Secured Parties shall deliver a written
  acknowledgement of receipt of all interest and other payments and distributions
  received. After all Non Payment Events have been cured or waived, the Secured
  Parties rights to receive and retain interest and other payments and distributions
  under this Section 7 with respect to such Non Payment Events shall cease and
  each of the Secured Parties shall pay over to the Pledgor any such Collateral
  retained by it during the continuance of a Non Payment Event. 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, sue 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;


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providedthat either of the Secured Parties shall give the Pledgor not less than 10 days
  prior notice of the time and place of any sale or other intended disposition
  of any of the Collateral except any Collateral which is perishable or threatens
  to decline speedily in value or is of a type customarily sold on a recognized
  market. The Secured Parties and the Pledgor agree that such notice constitutes
  reasonable notification within the meaning of Section 9-611(d) of
  the Uniform Commercial Code.

Section 9. Remedies
  Upon a Non Payment Event.


(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


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adopted. The notice of such sale required by Section
  8 shall (i) in the case of a public sale, state the time and place fixed for
  such sale, (ii) in the case of a sale at a brokers board or on a securities
  exchange, state the board or exchange at which such sale is to be made and the
  day on which the Collateral, or the portion thereof so being sold, will first
  be offered for sale at such board or exchange, and (iii) in the case of a private
  sale, state the day after which such sale may be consummated. Any such public
  sale shall be held at such time or times within ordinary business hours and
  at such place or places as the Secured Parties may fix in the notice of such
  sale. At any such sale the Collateral may be sold in one lot as an entirety
  or in separate parcels, as the Secured Parties may determine. The Secured Parties
  shall not be obligated to make any such sale pursuant to any such notice. The
  Secured Parties may, without notice or publication, adjourn any public or private
  sale or cause the same to be adjourned from time to time by announcement at
  the time and place fixed for the sale, and such sale may be made at any time
  or place to which the same may be so adjourned. In the case of any sale of all
  or any part of the Collateral on credit or for future delivery, the Collateral
  so sold may be retained by ICI Finance for the benefit of the Secured Parties
  until the selling price is paid by the purchaser thereof, but the Secured Parties
  shall not incur any liability in the case of the failure of such purchaser to
  take up and pay for the Collateral so sold and, in the case of any such failure,
  such Collateral may again be sold upon like notice. The Secured Parties, instead
  of exercising the power of sale herein conferred upon them, may proceed by a
  suit or suits at law or in equity to foreclose the Security Interests and sell
  the Collateral, or any portion thereof, under a judgment or decree of a court
  or courts of competent jurisdiction.

Section 10. Limitation on Duty of
  the Secured Parties in Respect of Collateral.Beyond the exercise of reasonable
  care in the custody and preservation thereof, the Secured Parties shall not
  have any duty as to any Collateral in its possession or control or in the possession
  or control of any agent or bailee or any income thereon or as to the preservation
  of rights against prior parties or any other rights pertaining thereto. The
  Secured Parties shall be deemed to have exercised reasonable care in the custody
  and preservation of the Collateral in their possession if the Collateral is
  accorded treatment substantially equal to that which they accord their own property
  of a similar nature, and shall not be liable or responsible for any loss or
  damage to any of the Collateral, or for any diminution in the value thereof,
  by reason of the act or omission of any bank, trust company or professional
  custodian acting as agent or bailee selected by the Secured Parties in good
  faith. 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:


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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: David Matlin 
    Facsimile: +1-212-325-5252


if to ICI Americas, to:


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ICI Americas Inc. 
    10 Finderne Avenue 
    Bridgewater, NJ 08807
    U.S.A.
    Attention: Vice President, General Counsel & Secretary 
    Facsimile: +1-908-203-2950


if to ICI Finance, to:


ICI Finance PLC 
    20 Manchester Square 
    London W1U 3AN 
    England 
    Attention: Company Secretary 
    Facsimile: +44-207-009-5001


All such notices or communications
  given to any party hereto in accordance with the provisions of this Agreement
  shall be deemed to be received (a) in the case of personal delivery, on the
  date of such delivery, (b) in the case of delivery by an internationally-recognized
  overnight courier, on the next Business Day after the date of dispatch, and
  (c) in the case of transmission by telecopy, upon confirmed receipt. 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; providedthat 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


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the Pledgor, (i) assign, delegate or otherwise
  transfer any of its rights or obligations under this Agreement to an ICI Permitted
  Transferee or (ii) appoint one or more agents to act for it for all or any portion
  of its rights and duties hereunder;providedthat no such assignment, delegation, transfer or appointment shall relieve any
  of the Secured Parties of its obligations under this Agreement, and (b) the
  Pledgor may, without the consent of the Secured Parties and upon at least 10
  days prior written notice thereof to the Secured Parties, (i) assign,
  delegate or otherwise transfer any of its rights or obligations under this Agreement
  to Newco, an Affiliate of GOF or any member of the Huntsman Group or (ii) appoint
  one or more agents to act for it for all or any portion of its rights and duties
  hereunder; provided that no such assignment, delegation or transfer shall
  relieve the Pledgor of any of its obligations under this Agreement. Any sale,
  merger, consolidation or other transaction pursuant to which the holders of
  outstanding voting stock of a party hereto immediately prior to such transaction
  own, immediately after such merger, consolidation or transaction, securities
  representing less than a majority of the ordinary voting power of the corporation
  or other entity surviving such transaction shall be deemed to be an assignment
  under this Agreement and such transaction shall be subject to the provisions
  of this Section 15; provided that an assignment, delegation or transfer
  by the Pledgor to Newco as described above in this Section 15 shall not be deemed
  to be an assignment hereunder.

Section 16. Governing Law.This
  Agreement shall be governed by and construed in accordance with the laws of
  the State of Delaware, without regard to the conflicts of law rules of such
  state. 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)


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appoints ICI Americas as its agent to accept and
  acknowledge on its behalf service of process in any suit, action or proceeding
  at the address of ICI Americas set forth in Section 13 and (ii) agrees that
  such service upon ICI Americas shall be deemed in every respect effective service
  of process upon ICI Finance in any suit, action or proceeding and shall be valid
  personal service whether or not ICI Finance shall then be doing, or at any time
  shall have done, business within the State of Delaware and that any such service
  shall be of the same force and validity as if service were made upon ICI Finance
  according to the laws of the State of Delaware governing such service, and (b)
  each party agrees that service of process on such party by registered or certified
  U.S. mail, return receipt requested, shall be deemed effective service of process
  on such party in respect of proceedings in Delaware.

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.


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Section 23. Captions.The captions herein are included for convenience of reference only and shall
  be ignored in the construction or interpretation hereof.


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

| | BNAC, INC.
| | ----------
| |           
| | By:       
| |           
| |           
| |           



| | ICI AMERICAS INC.
| | -----------------
| |                  
| | By:              
| |                  
| |                  
| |                  



| | ICI FINANCE PLC
| | ---------------
| |                
| | By:            
| |                
| |                
| |                

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EXHIBIT
  B

UCC FINANCING STATEMENT

|A. | Name & phone
      of contact at filer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|B. | Send acknowledgement to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Wendy L Walter Esq. 
      Morris, Nichols, Arsht & Tunnell 
      1201 N.Market Street 
      PO Box 1347 
      Wilmington, DE 19899-1347                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1. | Debtors exact full legal name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1a | Organisation’s name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | BNAC, Inc                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1b | Individual’s last name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | First name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Middle name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Suffix                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1c | Mailing address                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | C/O CSFB Global Opportunities
      Partners, L.P., Eleven Madison Ave., 16th Floor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | City                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | New York                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | State                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | NY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Postal Code                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 10010                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Country                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | USA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1d | Tax ID# SSN or EIN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1e | Type of organisation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1f | Jurisdiction of organisation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Delaware                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1g | Organisational ID#                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2  | Additional debtor’s
      exact full legal name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2a | Organisation’s name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2b | Individual’s last name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | First name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Middle name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Suffix                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2c | Mailing address                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | City                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | State                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Postal code                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Country                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2d | Tax ID# SSN or EIN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2e | Type of organisation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2f | Jurisdiction of organisation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2g | Organisational ID#                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3. | Secured party’s name
      (or name of total assignee of assignor S/P)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3a | Organisation’s name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | ICI Americas Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3b | Individual’s last name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | First name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Middle name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Suffix                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3c | Mailing address                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 10 Finderne Avenue                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | City                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Bridgewater                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | State                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | NJ                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Postal Code                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 08807                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Country                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | USA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | This financing statement covers
      the following collateral:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | All of Debtor’s right,
      title and interest in and to the 8% Senior Subordinated Reset Discount Notes
      due 2009 (the “Pledged Notes”) issued by Huntsman International
      Holdings LLC (“HIH”), pursuant to the Amended and Restated Indenture
      dated as of November 17, 2000, between HIH and Bank One, N.A, as amended
      by the Amended and Restated Indenture dated as of December 20, 2001 (the
      “B Note Indenture”), and any certificates representing the Pledged
      Notes and all interest, distributions and other property or proceeds from
      time to time received, receivable or otherwise distributed in respect of
      or in exchange or substitution for any or all of the Pledged Notes; all
      of Debtor’s rights to receive interest and principal, as well as any
      right to any other monies due or to become due to Debtor in respect of the
      Pledged Notes, whether now existing or hereafter arising whether pursuant
      to the terms of the B Note Indenture, arising at law or in equity or otherwise,
      all of the right, title and interest of Debtor in (1) the B Note Indenture,
      (2) the Registration Rights Agreement date as of June 30, 1999 by and between
      HIH and ICI Finance PLC, is amended by the Letter Agreement dated as of
      December 20, 2001 between HIH and ICI Finance PLC, and (3) the Letter Agreement
      dated as of June 14, 2002 by and among HIH, Debtor and CSFB Global Opportunities
      Partners, L.P.; and any and all proceeds, monies and claims for monies due
      or to become due or arising from or in connection with any of the foregoing
      collateral.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5. | Alternative designation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Lessee/lessor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | consignee/consignor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | bailee/baillor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | X      seller/buyer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Non-UCC
        filing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | ag.
        Lien                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6. | This financing statement is
      to be filed (for record) (or recorded) in the real estate records                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7. | Check to request search report(s)
      on debtor(s)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | All debtors  Debtor
      1   Debtor 2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8. | Optional filer reference data                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

E-18

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Back to Contents

UCC FINANCING STATEMENT

|9.  | Name of first
      debtor on related financing statement                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                              
|9a  | Organisations Name                                                                                                                                                                                                                                                                           
|    | BNAC Inc.                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                              
|OR  |                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                              
|9b  | Individual’s last name                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                              
|    | First name                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                              
|    | Middle name/Suffix                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                              
|    | Suffix                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                              
|10. | Miscellaneous                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                              
|11. | Additional Debtor’s
      exact full legal name                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                              
|11a | Organisations Name                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                              
|OR  |                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                              
|11b | Individual’s last name                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                              
|    | First name                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                              
|    | Middle name                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                              
|    | Suffix                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                              
|    | Mailing address                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                              
|    | City                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                              
|    | State                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                              
|    | Postal Code                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                              
|    | Country                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                              
|    | Tax ID# SSN or EIN                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                              
|    | Type of organisation                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                              
|    | Jurisdiction of organisation                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                              
|    | Organisational ID#                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                              
|12. | Additional Secured Party’s                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                              
|12a | Organisations name                                                                                                                                                                                                                                                                           
|    | ICI Finance PLC                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                              
|OR  |                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                              
|    | Individuals last name                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                              
|    | First name                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                              
|    | Middle name                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                              
|    | Suffix                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                              
|    | Mailing address                                                                                                                                                                                                                                                                              
|    | 20 Manchester Square                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                              
|    | City                                                                                                                                                                                                                                                                                         
|    | London                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                              
|    | State                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                              
|    | Postal code                                                                                                                                                                                                                                                                                  
|    | W1U 3AN                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                              
|    | Country                                                                                                                                                                                                                                                                                      
|    | England                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                              
|13  | The Financing Statement                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                              
|15  | Name and address of                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                              
|16  | Additional                                                                                                                                                                                                                                                                                   
|    | For the purposes of this financing
      statement, the term “proceeds” includes whatever is receivable
      or received when the foregoing collateral or proceeds are sold, exchanged,
      collected or otherwise disposed of, wheher such disposition is voluntary
      or involuntary.

E-19

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Back to Contents

EXHIBIT
  C

UCC FINANCING STATEMENT

|A. | Name & phone
      of contact at filer                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                              
|B. | Send acknowledgement to:                                                                                                                                     
|   |                                                                                                                                                              
|   | Rebecca E Bowman, Esq. 
      Orrick, Herrington & Sutcliffe LLP 
      777 S. Figueroa Street, Suite 3200 
      Los Angeles, California 90017              
|   |                                                                                                                                                              
|1. | Debtors exact full legal name                                                                                                                                
|   |                                                                                                                                                              
|1a | Organisation’s name                                                                                                                                          
|   | ICI Americas Inc                                                                                                                                             
|   |                                                                                                                                                              
|1b | Individual’s last name                                                                                                                                       
|   |                                                                                                                                                              
|   | First name                                                                                                                                                   
|   |                                                                                                                                                              
|   | Middle name                                                                                                                                                  
|   |                                                                                                                                                              
|   | Suffix                                                                                                                                                       
|   |                                                                                                                                                              
|1c | Mailing address                                                                                                                                              
|   | 10 Finderne Avenue                                                                                                                                           
|   |                                                                                                                                                              
|   | City                                                                                                                                                         
|   | Bridgewater                                                                                                                                                  
|   |                                                                                                                                                              
|   | State                                                                                                                                                        
|   | NJ                                                                                                                                                           
|   |                                                                                                                                                              
|   | Postal Code                                                                                                                                                  
|   | 08807                                                                                                                                                        
|   |                                                                                                                                                              
|   | Country                                                                                                                                                      
|   | USA                                                                                                                                                          
|   |                                                                                                                                                              
|1d | Tax ID# SSN or EIN                                                                                                                                           
|   |                                                                                                                                                              
|1e | Type of organisation                                                                                                                                         
|   | Corporation                                                                                                                                                  
|   |                                                                                                                                                              
|1f | Jurisdiction of organisation                                                                                                                                 
|   | Delaware                                                                                                                                                     
|   |                                                                                                                                                              
|1g | Organisational ID#                                                                                                                                           
|   |                                                                                                                                                              
|2  | Additional debtor’s
      exact full legal name                                                                                                              
|   |                                                                                                                                                              
|2a | Organisation’s name                                                                                                                                          
|   |                                                                                                                                                              
|2b | Individual’s last name                                                                                                                                       
|   |                                                                                                                                                              
|   | First name                                                                                                                                                   
|   |                                                                                                                                                              
|   | Middle name                                                                                                                                                  
|   |                                                                                                                                                              
|   | Suffix                                                                                                                                                       
|   |                                                                                                                                                              
|2c | Mailing address                                                                                                                                              
|   |                                                                                                                                                              
|   | City                                                                                                                                                         
|   |                                                                                                                                                              
|   | State                                                                                                                                                        
|   |                                                                                                                                                              
|   | Postal code                                                                                                                                                  
|   |                                                                                                                                                              
|   | Country                                                                                                                                                      
|   |                                                                                                                                                              
|2d | Tax ID# SSN or EIN                                                                                                                                           
|   |                                                                                                                                                              
|2e | Type of organisation                                                                                                                                         
|   |                                                                                                                                                              
|2f | Jurisdiction of organisation                                                                                                                                 
|   |                                                                                                                                                              
|2g | Organisational ID#                                                                                                                                           
|   |                                                                                                                                                              
|3. | Secured party’s name
      (or name of total assignee of assignor S/P)                                                                                       
|   |                                                                                                                                                              
|3a | Organisation’s name                                                                                                                                          
|   | BNAC, INC.                                                                                                                                                   
|   |                                                                                                                                                              
|3b | Individual’s last name                                                                                                                                       
|   |                                                                                                                                                              
|   | First name                                                                                                                                                   
|   |                                                                                                                                                              
|   | Middle name                                                                                                                                                  
|   |                                                                                                                                                              
|   | Suffix                                                                                                                                                       
|   |                                                                                                                                                              
|3c | Mailing address                                                                                                                                              
|   | Eleven Madison Avenue, 16th
      Floor                                                                                                                      
|   |                                                                                                                                                              
|   | City                                                                                                                                                         
|   | New York                                                                                                                                                     
|   |                                                                                                                                                              
|   | State                                                                                                                                                        
|   | NY                                                                                                                                                           
|   |                                                                                                                                                              
|   | Postal Code                                                                                                                                                  
|   | 10010                                                                                                                                                        
|   |                                                                                                                                                              
|   | Country                                                                                                                                                      
|   | USA                                                                                                                                                          
|   |                                                                                                                                                              
|4. | This financing statement covers
      the following collateral:                                                                                              
|   |                                                                                                                                                              
|   | See EXHIBIT A attached hereto
      and incorporated herein by this reference.                                                                               
|   |                                                                                                                                                              
|5. | Alternative designation                                                                                                                                      
|   | Lessee/lessor
              consignee/consignor 
              bailee/baillor 
       X     seller/buyer 
              Non-UCC filing
              ag. Lien
|   |                                                                                                                                                              
|6. | This financing statement is
      to be filed (for record) (or recorded) in the real estate records                                                          
|   |                                                                                                                                                              
|7. | Check to request search report(s)
      on debtor(s)                                                                                                         
|   | All debtors Debtor 1 Debtor
      2                                                                                                                          
|   |                                                                                                                                                              
|8. | Optional filer reference data                                                                                                                                
|   | Filing Jurisdiction: DE SOS (10057-9)                                                                                                                        

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EXHIBIT A TO UCC  1 FINANCING
  STATEMENT

|1. | The name and address
      of seller (“Seller”) is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | ICI Americas Inc.10 Finderne Avenue
      Bridgewater, NJ 08807                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | The name and address of buyer
      (“Buyer”) is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | BNAC, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Eleven Maidson Avenue, 16th
      Floor
      New York, NY 10010                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3. | Notice of Purchase Obligation.
      This Financing Statement serves as notice that Buyer has a right to purchase,
      on or prior to May 15, 2003, all of Seller’s right, title and interest
      in and to the ICI Alta Interest pursuant to the terms of the Sale and Purchase
      Agreement. This Financing Statement is intended to give notice to third
      parties of Buyer’s contract right to purchase the ICI Alta Interest
      and does not evidence or constitute the granting of any ownership or security
      interest in the ICI Alta Interest in favor of Buyer.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | Definitions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | “ICI Alta Interest”
      means all of the issued and outstanding capital stock of ICI Alta Inc.,
      a Delaware corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | “Sale and Purchase Agreement”
      means that certain SALE AND PURCHASE AGREEMENT dated as of June 14, 2002,
      by and among Imperial Chemical Industries PLC, a company incorporated in
      England and Wales, ICI Alta Inc., a Delaware corporation, ICI Finance PLC,
      a company incorporated in England and Wales, Seller and Buyer.                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | “Uniform Commercial
      Code” means the Uniform Commercial Code as in effect on the date
      hereof in the State of Delaware.                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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EXHIBIT
  D

UCC FINANCING STATEMENT

|A. | Name & phone
      of contact at filer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|B. | Send acknowledgement to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Wendy L Walter Esq.
      Morris, Nichols, Arsht & Tunnell
      1201 N.Market Street
      PO Box 1347
      Wilmington, DE 19899-1347                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1. | Debtors exact full legal name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1a | Organisation’s name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | BNAC, Inc                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1b | Individual’s last name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | First name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Middle name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Suffix                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1c | Mailing address                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | c/o CSFB Global Opportunities
      Partners, L.P., Eleven Madison Ave., 16th Floor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | City                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | New York                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | State                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | NY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Postal Code                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 10010                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Country                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | USA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1d | Tax ID# SSN or EIN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1e | Type of organisation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1f | Jurisdiction of organisation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Delaware                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1g | Organisational ID#                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2  | Additional debtor’s
      exact full legal name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2a | Organisation’s name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2b | Individual’s last name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | First name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Middle name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Suffix                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2c | Mailing address                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | City                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | State                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Postal code                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Country                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2d | Tax ID# SSN or EIN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2e | Type of organisation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2f | Jurisdiction of organisation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2g | Organisational ID#                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | Secured party’s name
      (or name of total assignee of assignor S/P)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3a | Organisation’s name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | ICI Americas Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3b | Individual’s last name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | First name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Middle name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Suffix                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3c | Mailing address                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | 10 Finderne Avenue                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | City                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Bridgewater                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | State                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | NJ                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Postal Code                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 08807                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Country                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | USA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4. | This financing statement covers
      the following collateral:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | All of Debtor’s right,
      title and interest in, to and under all of the issued and outstanding capital
      stock of ICI Alta Inc., a Delaware corporation (the “Alta Interest”).
      This financing statement is being filed for precautionary purposes with
      respect to Debtor’s contractual rights and obligation to purchase,
      on or prior to May 15, 2003, all of Secured Party’s right, title and
      interest in, to and under the Alta Interest pursuant to the terms of the
      Sale and Purchase Agreement dated as of June 14, 2002 by and among Debtor,
      CSFB Global Opportunities Partners, L.P., Secured Party, ICI Alta Inc.,
      Imperial Chemical Industries PLC and ICI Finance PLC.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5. | Alternative designation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Lessee/lessor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | consignee/consignor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | bailee/baillor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | X      seller/buyer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Non-UCC
      filing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | ag.
      Lien                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6. | This financing statement is
      to be filed (for record) (or recorded) in the real estate records                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7. | Check to request search report(s)
      on debtor(s)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | All debtors Debtor 1 Debtor
      2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|8. | Optional filer reference data                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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SCHEDULE
    1 ALTA INTEREST FMV DETERMINATION


|1. | If the Buyer and ICI Americas
      fail to agree upon the Alta Interest FMV within the 60-day period referred
      to in Section 3.02(e) of this Agreement, pursuant to Section 3.02(f) of
      this Agreement, the Alta Interest FMV shall be determined by an Expert.
      Determination of the Alta Interest FMV shall be referred to an independent
      expert to be agreed between the Buyer and ICI Americas within 10 Business
      Days of the end of the 60-day period referred to in Section 3.02(f). Failing
      such agreement, the determination of the Alta Interest FMV shall be referred
      to the mergers and acquisitions (or equivalent) department of an internationally-recognized
      firm of public accountants independent of the Buyer and its Affiliates,
      on the one hand, and ICI Americas and its Affiliates, on the other hand,
      and with significant experience in the chemical industry, such firm to be
      appointed upon the request in writing of either party (which request shall
      be copied to the other party) by the President for the time being of the
      American Institute of Certified Public Accountants) (the Expert),
      and the Expert shall be requested to make its determination of the Alta
      Interest FMV within a period of 30 days after the deadline for submissions
      to be made by the Buyer and ICI Americas pursuant to clause 4(a) of this
      Schedule 1, or as soon as practicable, and in any event by no later than
      60 days after such deadline.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | (a) No later than 30 days following
      the Valuation Date, (i) HSCC shall, or shall cause HIH to, provide the Buyer
      and ICI Americas with a copy of financial statements of the HIH Group for
      the most recent interim-month period (and, if applicable, the most recent
      fiscal quarter) immediately preceding the Valuation Date prepared in accordance
      with the rules relating to the preparation of a Report on Form 10-Q under
      the 1934 Act, and (ii) to the extent that ICI Alta has any assets or liabilities
      other than the HIH Interest and the rights and obligations under the contracts
      and agreements related thereto, ICI Alta and ICI Americas shall provide
      the Buyer with appropriate financial information concerning ICI Alta for
      the most recent interim-month period ending on the Valuation Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | (b)Concurrently
      with the delivery of the information described in clause 2(a) of this Schedule
      1, HSCC shall procure that the HIH Group will supply the Buyer and ICI Americas
      (and their respective professional advisors, subject to customary confidentiality
      undertakings) with all historic and future information reasonably requested
      by the Buyer and/or ICI Americas for the purposes of arriving at their respective
      valuations, including, among other things, detailed historical and forecast
      financial                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|   | information for the HIH Group
      and its business units, together with underlying explanations and assumptions.
      Such information shall be supplied to the Expert (as defined below), if
      appointed, subject to customary confidentiality undertakings (such information,
      together with the information described in clause 2(a) of this Schedule
      1, the Information Package).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | From the date on which the Information
      Package is delivered to the Buyer and to ICI Americas pursuant to clause
      2 of this Schedule 1, if applicable, until the date on which the Alta Interest
      FMV has been finally determined in accordance with this Schedule 1, either
      the Buyer or ICI Americas shall have the right to request, and HSCC shall
      procure that the HIH Group Members cooperate in providing to the Buyer and
      ICI Americas any such further information as either may reasonably require
      for this purpose from the HIH Group and, having given reasonable notice
      and during normal business hours, to discuss reasonable queries with senior
      operational executives of the HIH Group and its business units;providedthat the Buyer and ICI Americas shall
      have been afforded the opportunity to participate in such discussions.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | (a) Within 10 Business Days of
      the appointment of the Expert, each of the Buyer and ICI Americas shall
      submit in writing to the Expert (i) its proposed determination of the Alta
      Interest FMV, (ii) a list of factors which it believes to be relevant in
      the determination of the Alta Interest FMV and (iii) the reasons for that
      proposed value. In addition, each party shall at the same time deliver to
      the other a copy of any submission or information supplied by the Buyer
      or ICI Americas to the Expert. Each of the Buyer and ICI Americas shall
      have an opportunity to make further submissions in writing to the Expert
      in respect of any submission or information provided to the Expert by the
      other party, copies of which shall be simultaneously provided to the other
      party.                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (b) The Expert shall then make
      its own determination (having requested such further information from the
      Buyer, ICI Americas and/or the HIH Group as it shall require) of the Alta
      Interest FMV.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | The Expert shall certify to each
      of the Buyer and ICI Americas (a) that, having considered the respective
      submissions of the Buyer and ICI Americas, it has made its own determination
      of the Alta Interest FMV according to the principles of this Schedule 1
      and (b) the proposed value of which of the Buyer or ICI Americas it determines
      to be closer to the Alta Interest FMV. The value proposed by the Buyer or
      ICI Americas so certified by the Expert shall thereupon be deemed to be
      the Alta Interest FMV.                                                                                                                                                                                                                                                                                                                                             

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|6. | The party whose proposed value
      of the Alta Interest FMV was not certified by the Expert to be the Alta
      Interest FMV shall bear the costs of the Experts determination.                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                              
|7. | The Expert shall act as an expert
      and not as an arbitrator and its determination shall be final and binding
      upon the Buyer and ICI Americas in the absence of manifest error. The Expert
      shall have no liability to either the Buyer or ICI Americas in respect of
      its determination.

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