Exhibit 4.2


 


 


HUNTSMAN
INTERNATIONAL LLC


 


AND


 


THE
GUARANTORS NAMED HEREIN,


 


AND


 


THE BANK OF
NEW YORK


 


as Trustee


 


SUPPLEMENTAL INDENTURE


 


Dated as of August 16,
2005


 


to


 


Indenture


 


Dated as of March 13,
2001


 


10 1/8% Senior
Subordinated Notes due 2009


 





















 


SUPPLEMENTAL INDENTURE,
dated as of August 16, 2005 (this “Supplemental
Indenture”), between HUNTSMAN INTERNATIONAL LLC, a Delaware limited
liability company (the “Company”),
the existing Guarantors named therein, the New Guarantors described herein, and
THE BANK OF NEW YORK, a New York banking corporation duly organized under the
laws of the New York, as trustee (the “Trustee”).  All capitalized terms used and not defined
herein shall have the respective meanings assigned to them in the Indenture.


 


WHEREAS, the Company, the Guarantors and the Trustee
are parties to an Indenture, dated as of March 13, 2001, as supplemented
by the First Amendment thereto dated January 11, 2002 (the “Indenture”), pursuant to which the Company
issued its 10 1/8% Senior Subordinated Notes due 2009 (the “Notes”);


 


WHEREAS, on the date hereof, Huntsman LLC, a Utah
limited liability company (“HLLC”),
has merged with and into the Company, with the Company continuing in existence
(the “Merger”);


 


WHEREAS, in connection with the Merger, the
Subsidiaries (formerly Subsidiaries of HLLC) who are listed on the signature page hereto
under the heading “New Guarantors” (the “New
Guarantors”) wish to become Guarantors under the Indenture in
accordance with Section 4.19 and Article XI thereof;


 


WHEREAS, the parties wish to amend the definition of
Tax Sharing Agreement in the Indenture;


 


WHEREAS, Section 9.01 of the Indenture provides
that the Company, the Guarantors and the Trustee may amend the Indenture by
means of this supplemental indenture without the consent of the holders of
Notes for the foregoing purposes;


 


WHEREAS, the Company has delivered to the Trustee
the required Officers’ Certificate and Opinion of Counsel in connection with
the execution and delivery of this supplemental indenture; and


 


WHEREAS, the execution and delivery of this
Supplemental Indenture have been duly authorized and all conditions and
requirements necessary to make this Supplemental Indenture a valid and binding
agreement have been duly performed and complied with;


 


NOW, THEREFORE, for and in consideration of the
premises and other good and valuable consideration, the receipt and sufficiency
of which hereby are acknowledged, it is mutually covenanted and agreed, for the
equal proportionate benefit of all Holders of the Notes, as follows:


 


ARTICLE I


 


Guarantees; Amendment


 


Section 1.1                                   Guarantees.  Each New Guarantor hereby, in compliance with
Section 4.19 of the Indenture, Guarantees the obligations of the Company
under the Indenture and the Notes in the manner specified in Section 11.01
of the Indenture on a subordinated basis as provided in Article XII of the
Indenture, and becomes a party to the Indenture as a Guarantor, in each case
subject to all of the rights, obligations and other provisions and limitations
(including release provisions) of the Indenture relating to Guarantors.


 


Section 1.2                                   Amendment.  The definition in of Tax Sharing Agreement in
the Indenture is hereby amended to add the following language at the end
thereof: “, and any change thereto that does not affect in any material respect
the rights of any Noteholders hereunder.”


 





















 


ARTICLE II


 


MISCELLANEOUS
PROVISIONS


 


Section 2.1                                   Upon
execution and delivery of this Supplemental Indenture, the terms and conditions
of this Supplemental Indenture shall be part of the terms and conditions of the
Indenture for any and all purposes, and all the terms and conditions of both
shall be read together as though they constitute one and the same instrument,
except that in case of conflict, the provisions of this Supplemental Indenture
will control.


 


Section 2.2                                   Each
of the Company, the Guarantors and the Trustee hereby confirms and reaffirms
the Indenture, as amended and supplemented by this Supplemental Indenture.


 


Section 2.3                                   The
parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but
all of them together shall represent the same agreement.  One signed copy is enough to prove this Supplemental
Indenture.


 


Section 2.4                                   This
Supplemental Indenture shall be governed by, and construed in accordance with,
the laws of the State of New York.


 


Section 2.5                                   The
recitals contained herein shall be taken as the statements of the Company or
the Guarantors, as applicable, and the Trustee assumes no responsibility for
their correctness.  The Trustee shall not
be liable or responsible for the validity or sufficiency of this Supplemental
Indenture or the due authorization of this Supplemental Indenture by the
Company or the Guarantors.  In entering
into this Supplemental Indenture, the Trustee shall be entitled to the benefit
of every provision of the Indenture relating to the conduct of, affecting the
liability of or affording protection to the Trustee, whether or not elsewhere
herein so provided.


 


 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 





















 


IN WITNESS WHEREOF, the parties
hereto have caused this Supplemental Indenture to be duly executed as of the
day and year written above.


 


 


	
   

  	
  HUNTSMAN
  INTERNATIONAL LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SEAN DOUGLAS

  	
   

  
	
   

  	
   

  	
  Name: Sean
  Douglas

  
	
   

  	
   

  	
  Title: Vice
  President and Treasurer

  
					



 





















 


	
   

  	
  EXISTING
  GUARANTORS

  
	
   

  	
   

  
	
   

  	
  Eurofuels LLC

  
	
   

  	
  Eurostar Industries LLC

  
	
   

  	
  Huntsman EA Holdings, LLC

  
	
   

  	
  Huntsman Ethyleneamines Ltd.,

  
	
   

  	
   

  	
  By:

  	
  Huntsman EA Holdings LLC,

  its General Partner

  
	
   

  	
  Huntsman International Financial LLC

  
	
   

  	
  Huntsman International Fuels, L.P.

  
	
   

  	
   

  	
  By:

  	
  Eurofuels LLC, its General Partner

  
	
   

  	
  Huntsman Propylene Oxide Holdings LLC

  
	
   

  	
  Huntsman Propylene Oxide Ltd.

  
	
   

  	
   

  	
  By:

  	
  Huntsman Propylene Oxide Holdings 

  LLC, its General Partner

  
	
   

  	
  Huntsman Texas Holdings LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ SEAN DOUGLAS

  
	
   

  	
   

  	
  Name: Sean
  Douglas

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
  Executed as a deed by

  	
  Tioxide Americas Inc.

  
	
   L. Russell Healy

  	
   

  	
   

  
	
  for and on behalf of

  	
   

  
	
  Tioxide
  Americas Inc.

  	
   

  	
  By:

  	
  /s/ L. RUSSELL HEALY

  
	
  in the
  presence of

  	
   

  	
  Name: L.
  Russell Healy

  
	
   

  	
   

  	
  Title: Vice
  President and Treasurer

  
	
   

  	
   

  
	
   /s/ MYKEL MASON

  	
   

  	
   

  
	
  Witness

  	
   

  
	
   

  	
   

  
	
   

  	
  Tioxide Group

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. KIMO ESPLIN

  
	
   

  	
   

  	
  Name: J.
  Kimo Esplin

  
	
   

  	
   

  	
  Title:
  Director

  
														



 





















 


NEW GUARANTORS


 


	
   

  	
  Huntsman Chemical Purchasing Corporation

  
	
   

  	
  Huntsman International Chemicals Corporation

  
	
   

  	
  Huntsman International Trading Corporation

  
	
   

  	
  Huntsman Petrochemical Purchasing Corporation

  
	
   

  	
  Polymer Materials Inc.

  
	
   

  	
  Airstar Corporation

  
	
   

  	
  Huntsman Procurement Corporation

  
	
   

  	
  JK Holdings Corporation

  
	
   

  	
  Huntsman Australia Inc.

  
	
   

  	
  Huntsman Chemical Finance Corporation

  
	
   

  	
  Huntsman Enterprises Inc.

  
	
   

  	
  Huntsman Family Corporation

  
	
   

  	
  Huntsman Group Holdings Finance Corporation

  
	
   

  	
  Huntsman Group Intellectual Property Holdings Corporation

  
	
   

  	
  Huntsman International Services Corporation

  
	
   

  	
  Huntsman MA Investment Corporation

  
	
   

  	
  Huntsman MA Services Corporation

  
	
   

  	
  Huntsman Petrochemical Corporation

  
	
   

  	
  Huntsman Petrochemical Finance Corporation

  
	
   

  	
  Huntsman Expandable Polymers Company, LC

  
	
   

  	
   

  	
  By:

  	
  Huntsman International Chemicals Corporation,

  
	
   

  	
   

  	
  its Manager

  
	
   

  	
  Huntsman Petrochemical Canada Holdings Corporation

  
	
   

  	
  Huntsman Polymers Holdings Corporation

  
	
   

  	
  Huntsman Chemical Company LLC

  
	
   

  	
  Huntsman Polymers Corporation

  
	
   

  	
  Huntsman Purchasing, Ltd.

  
	
   

  	
   

  	
  By:

  	
  Huntsman Procurement Corporation,

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
  Petrostar Industries LLC

  
	
   

  	
  Huntsman Headquarters Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ SEAN DOUGLAS

  
	
   

  	
   

  	
  Name: Sean
  Douglas

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Huntsman Fuels, L.P.

  	
   

  
	
   

  	
   

  	
  By:

  	
  Petrostar Fuels LLC,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
  Petrostar Fuels LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ SAMUEL D. SCRUGGS

  
	
   

  	
   

  	
  Name: Samuel
  D. Scruggs

  
	
   

  	
   

  	
  Title: Vice
  President

  
													



 





















 


	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ LUIS PEREZ

  	
   

  
	
   

  	
   

  	
  Name: Luis
  Perez

  
	
   

  	
   

  	
  Title:
  Assistant Vice President