Exhibit 4.1


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


This AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) dated as of July 12, 2007, by and among Huntsman
Corporation, a Delaware corporation (the “Corporation”), Huntsman Family
Holdings Company LLC, a Utah limited liability company (“Family Holdings”),
MatlinPatterson Global Opportunities Partners L.P., a Delaware limited
partnership, MatlinPatterson Global Opportunities Partners B, L.P., a Delaware
limited partnership, MatlinPatterson Global Opportunities Partners (Bermuda),
L.P., a Bermuda limited partnership, and each Stockholder of the Corporation
listed on the signature pages of this Agreement.


WHEREAS, the parties hereto are party to that certain
Registration Rights Agreement dated as of February 10, 2005 (the “Original
Agreement”); and


WHEREAS, the parties hereto, representing holders of a
Majority of each of (i) the Family Holdings Registrable Securities, (ii) the
MatlinPatterson Registrable Securities, and (iii) taken together as a class,
the CPF Registrable Securities and Other Stockholder Registrable Securities,
desire to amend and restate the Original Agreement as set forth herein (it
being understood that the parties hereto believe in good faith that the holders
of the Other Stockholder Registrable Securities party hereto satisfy the
requirement of the foregoing clause (iii), but if other holders of CPF
Registrable Securities and Other Stockholder Registrable Securities still have
rights under the Original Agreement such that the requirement of such clause
(iii) is not satisfied, then, notwithstanding anything herein to the contrary,
the changes to the Original Agreement effected by this Agreement will be deemed
not adversely affect the rights of any such holder whose consent was required
for this Agreement but who did not so consent);


NOW, THEREFORE, in consideration of the premises and
the covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound, the parties hereto agree as follows:


AGREEMENT:


The parties hereby agree as follows:


1.             Definitions.


As used in this Agreement, the following terms will
have the following meanings:


“Affiliate” means, with respect to any Person, a
Person directly or indirectly Controlling, Controlled by, or under common
Control with such Person; provided, that in no event shall the Corporation be
deemed an Affiliate of Family Holdings or MatlinPatterson.


“Average Share Price” means the quotient obtained by
dividing (a) the sum of the volume-weighted average price per share of the
Common Stock for each of the ten (10) days of trading occurring immediately
prior to the date of such determination, as reported by Bloomberg Professional
Service for the period during each trading day beginning at 9:30 a.m., New York
City time and ending at 4:00 p.m., New York City time, by (b) ten (10) days.



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“Common Stock” means shares of the Corporation’s
common stock, par value $0.01 per share.


“Control” means the possession, directly or
indirectly, through one or more intermediaries, by any Person or group (within
the meaning of Section 13(d)(3) under the Exchange Act) of both of the
following: (a) in the case of a corporation, more than 25% of the direct or
indirect economic interest in the outstanding equity securities thereof; in the
case of a limited liability company, partnership, limited partnership or
venture, the right to more than 25% of the distributions therefrom (including
liquidating distributions); in the case of a trust or estate, including a
business trust, more than 25% of the beneficial interest therein; and in the
case of any other entity, more than 25% of the economic or beneficial interest
therein; and (b) in the case of any entity, the power or authority, through
ownership of voting securities, by contract or otherwise, to control or direct
the management and policies of the entity.


“CPF Registrable Securities” means shares of Common
Stock owned directly or indirectly by Consolidated Press (Finance) Limited, a
public company incorporated in the State of New South Wales (“CPF”), or any of
its Affiliates, and securities issued in respect thereof by way of conversion,
dividend or stock split or stock issuance or in connection with a combination
of shares, recapitalization, reclassification, merger, sale of assets,
consolidation, reorganization or otherwise, to CPF; provided, however, a
Registrable Security shall cease to be a Registrable Security to the extent so
provided in Section 2.


“Demand Registration” has the meaning set forth in
Section 3(a).


“Earnout Agreement” means that certain Earnout
Agreement, dated as of June 29, 2002, by and among Consolidated Press Holdings
Limited, Conpress International (Netherlands Antilles) N.V., Jon M. Huntsman
and Family Holdings, as amended from time to time.


“Exchange Act” means the Securities Exchange Act of
1934, as amended from time to time.


“Exchange Agreement” means that certain Agreement to
Exchange LLC Interests, dated as of the date hereof, among the Corporation, CPF
and Huntsman Holdings, LLC.


“Family Holdings Registrable Securities” means shares
of Common Stock owned directly or indirectly by Family Holdings or any of its
Affiliates (including those shares owned directly by HMP Equity Trust and
allocable to the HMP Equity Trust Class B Units), and securities issued in
respect thereof by way of conversion, dividend or stock split or stock issuance
or in connection with a combination of shares, recapitalization,
reclassification, merger, sale of assets, consolidation or reorganization or
otherwise, to Family Holdings; provided, however, a Family Holdings Registrable
Security shall cease to be a Family Holdings Registrable Security to the extent
so provided in Section 2. For avoidance of doubt, Family Holdings Registrable
Securities shall include those shares of Common Stock held directly by HMP
Equity Trust other than those shares that constitute MatlinPatterson
Registrable Securities; provided, however, that for purposes of any allocation
under Section 3 or 4 hereof that is done on the basis of the number of
Registrable Securities held by any holder, to the extent any shares of Common
Stock constitute the Escrowed Corporation Interest under the HMP Equity Trust,
such shares will be deemed to



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be allocated equally
between MatlinPatterson and Family Holdings until such shares are actually
allocated under the HMP Equity Trust.


“Governmental Entity” means any federal, state,
political subdivision or other governmental agency or instrumentality, foreign
or domestic.


“HMP Equity Trust” means HMP Equity Trust, a Delaware
statutory trust, formed pursuant to a certificate of trust filed February 9,
2005.


“IPO” means the initial offering of shares of Common
Stock to the public in a transaction registered under the Securities Act.


“Majority” means 50.1% or more.


“MatlinPatterson” means MatlinPatterson Global
Opportunities Partners L.P., MatlinPatterson Global Opportunities Partners B
L.P., and MatlinPatterson Global Opportunities Partners (Bermuda), L.P.,
collectively.


“MatlinPatterson Registrable Securities” means shares
of Common Stock owned directly or indirectly by MatlinPatterson or any of its
Affiliates, (including those shares owned directly by HMP Equity Trust and
allocable to the HMP Equity Trust Class A Units) and securities issued in
respect thereof by way of conversion, dividend or stock split or stock issuance
or in connection with a combination of shares, recapitalization,
reclassification, merger, sale of assets, consolidation, reorganization or
otherwise, to MatlinPatterson; provided, however, a MatlinPatterson Registrable
Security shall cease to be a MatlinPatterson Registrable Security to the extent
so provided in Section 2. For avoidance of doubt, MatlinPatterson Registrable
Securities shall include those shares of Common Stock held by HMP Equity Trust
the economic interest in which is allocated to the membership interest in HMP
Equity Trust owned by MatlinPatterson; provided, however, that for purposes of
any allocation under Section 3 or 4 hereof that is done on the basis of the
number of Registrable Securities held by any holder, to the extent any shares
of Common Stock constitute the Escrowed Corporation Interest under the HMP
Equity Trust, such shares will be deemed to be allocated equally between
MatlinPatterson and Family Holdings until such shares are actually allocated
under the HMP Equity Trust.


“Other Stockholder Registrable Securities” means
shares of Common Stock owned directly or indirectly by Stockholders who are a
party to this Agreement (other than MatlinPatterson, Family Holdings or CPF)
originally acquired in exchange for its interests in Huntsman Holdings or HH
Preferred Member, and securities issued in respect thereof by way of
conversion, dividend or stock split or stock issuance or in connection with a
combination of shares, recapitalization, reclassification, merger, sale of
assets, consolidation or reorganization or otherwise, provided, however, an
Other Stockholder Registrable Security shall cease to be an Other Stockholder
Registrable Security to the extent so provided in Section 2.


“Person” means any individual, partnership,
corporation, limited liability company, firm, corporation, association, joint
venture, trust or other entity, or any Governmental Entity.


“Piggyback Registration” has the meaning set forth in
Section 4(a).



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“Registration Expenses” has the meaning set forth in
Section 8(a).


“Registrable Securities” means the Family Holdings
Registrable Securities, the MatlinPatterson Registrable Securities, the CPF
Registrable Securities and the Other Stockholders Registrable Securities.


“SEC” means the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act and the
Exchange Act.


“Securities Act” means the Securities Act of 1933, as
amended from time to time.


“underwritten registration” or “underwritten offering”
means any registration in which securities of the Corporation are sold pursuant
to a firm commitment underwriting.


“Warrants Registration Rights Agreement” means that
certain Registration Rights Agreement dated as of May 9, 2003 among HMP Equity
Holdings Corporation, Huntsman Holdings LLC, Huntsman Group Inc., Huntsman
Family Holdings Company LLC, MatlinPatterson Global Opportunities Partners L.P.
and Credit Suisse First Boston LLC and CIBC World Markets Corp., as Initial
Purchasers.


“Warrant Related Registrable Securities” means “Registrable
Securities” under the Warrant Registration Rights Agreement, including any
Common Stock of the Corporation issued in exchange for the Warrants of HMP
Equity Holdings Corporation.


2.             Securities Subject to this Agreement.


The securities entitled to the benefits of this
Agreement are the Registrable Securities but, with respect to any particular
Registrable Security, only so long as such security continues to be a
Registrable Security. A Registrable Security shall cease to be a Registrable
Security when (i) it has been disposed of in a transaction registered under the
Securities Act, (ii) it has been sold pursuant to Rule 144 under the Securities
Act, (iii) an opinion of counsel to the Corporation (the form and scope of
which shall be reasonably satisfactory to the holder of such Registrable
Security) shall have been delivered to such holder, or an opinion of counsel to
the holder of such Registrable Security (the form and scope of which shall be
reasonably satisfactory to the Corporation), shall have been delivered to the
Corporation, in either case to the effect that such Registrable Security may be
publicly offered for sale in the United States without restriction as to manner
of sale and amount of securities sold and without registration or other
restriction under the Securities Act, and the Corporation shall have offered to
deliver replacement certificates for such securities that do not bear any
restrictive legend, or (iv) it has been sold or transferred in a private
transaction in which the transferor’s rights under this Agreement are not
assigned to the transferee.


3.             Demand Registration.


(a)           Requests
for Registration.    Subject to the
provisions of Section 3(b), at any time after the closing of the IPO any holder
or holders of a Majority of the then outstanding MatlinPatterson Registrable
Securities or Family Holdings Registrable Securities may request a registration
by the Corporation under the Securities Act of all or part of its or their



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MatlinPatterson Registrable Securities or Family Holdings Registrable
Securities, as applicable, (a “Demand Registration”); provided, that the number
of MatlinPatterson Registrable Securities or Family Holdings Registrable
Securities requested to be registered represents at least 3% of the Corporation’s
then outstanding Common Stock. Within 15 days following receipt of any such
request, the Corporation will provide written notice of such registration
request to all holders of Registrable Securities and will, subject to the
provisions of Section 3(a)(i) and (ii), Section 3(c), Section 3(d) and Section
7(a)(i), include in such registration all Registrable Securities with respect to
which the Corporation has received written requests for inclusion therein
within 20 days after distribution to the applicable holder of the Corporation’s
notice. All Demand Registration requests made pursuant to this Section 3(a)
will specify the number of Registrable Securities to be registered and will
also specify the intended method of disposition thereof, which may include the
sale of securities on a continuous or delayed basis. Notwithstanding anything
herein to the contrary, MatlinPatterson shall be deemed to have made a valid request
for a Demand Registration as of July 12, 2007 on a continuous and/or delayed
basis with respect to all MatlinPatterson Registrable Securities and all other
holders of Registrable Securities shall be deemed to have waived all rights
they may have to include any securities in such registration (the “First MP
Registration”). If such method of disposition is through an offering that is
not underwritten and that is on a continuous or delayed basis under Rule 415 or
any successor role under the Securities Act, then:


(i)             the Corporation agrees to effect a
registration and all qualifications and compliance as would permit or
facilitate the sale and distribution on a continuous basis of such portion of
the requesting holders’ Registrable Securities as are specified in such request
plus any portion of the Registrable Securities of holders who request inclusion
in such registration; provided, however, that the Corporation shall not be
required to include more than $200 million of Family Holdings Registrable
Securities, and $50 million of CPF Registrable Securities and Other Stockholder
Registrable Securities; and


(ii)           the Corporation agrees that (A)
[reserved], (B) if it did not include in such registration all of the Family
Holdings Registrable Securities requested to be included therein, then at any
time when the amount of Family Holdings Registrable Securities remaining unsold
under the registration statement is less than $135 million, it will promptly
file a new or additional registration statement for such additional sales of
Family Holdings Registrable Securities as shall then permit sales of at least
$200 million of Family Holdings Registrable Securities in the aggregate, and
(C) if it did not include in such registration all of the CPF Registrable
Securities and Other Stockholder Registrable Securities requested to be
included therein, then at any time when the amount of CPF Registrable
Securities and other Stockholder Registrable Securities remaining unsold under
the registration statement is less than $10 million, it will promptly file a
new or additional registration statement for such additional sales as shall
then permit sales of at least $50 million of CPF Registrable Securities and
Other Stockholder Registrable Securities in the aggregate.


(iii)          At any time after the Registrable
Securities become eligible for registration on Form S-3 or any comparable or
successor form or forms, the Corporation shall have the right to withdraw any
registration made under Section 3(a)(i) so long as it replaces such



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registration
with an effective registration statement under Form S-3 pursuant to Section 5
hereof.


(b)           Number
of Registrations.    The holders of
MatlinPatterson Registrable Securities and Family Holdings Registrable
Securities will be entitled to request an unlimited number of Demand
Registrations; provided, however, that if a requested registration could be
effected pursuant to Section 5 hereof, it shall be deemed a registration
requested under Section 5 rather than under this Section 3.


(c)           Limitation
on Rights of Corporation or Other Securityholders to Piggyback on Demand
Registrations.   Notwithstanding
anything in this Agreement to the contrary, neither the Corporation nor any of
its securityholders has any right to include any of the Corporation’s
securities in the First MP Registration.  
Neither the Corporation nor any of its securityholders has any right to
include any of the Corporation’s securities in a registration statement
initiated as a Demand Registration under this Section 3 if such Demand
Registration is an underwritten offering unless (i) such securities are of the
same class as the Registrable Securities being registered and (ii) the
Corporation, or the selling securityholders, as applicable, agree to sell their
securities on the same terms and conditions as apply to the Registrable
Securities being registered and the holders thereof. If any securityholders of
the Corporation (other than the holders of Registrable Securities in such
capacity and, if required by the Warrants Registration Rights Agreement
holders, of Warrant Related Registrable Securities) register securities of the
Corporation in a Demand Registration (in accordance with the provisions of this
Section 3(c)), such securityholders will pay the fees and expenses of counsel
to such securityholders and their pro rata share of the Registration Expenses
if such pro rata share of the Registration Expenses for such registration are
not paid by the Corporation for any reason. The Corporation, any holder of Registrable
Securities and any such other securityholder may withdraw their securities from
a Demand Registration at any time prior to the date such Demand Registration
becomes effective with the SEC; provided, however, if the Demand Registration
is an underwritten offering and there is an underwriting agreement in place,
they may do so only on the reasonable and customary terms agreed upon by the
managing underwriters for such offering.


(d)           Priority
on Demand Registrations.    If a
Demand Registration (other than the First MP Registration) is an underwritten
offering and the managing underwriters advise the Corporation and the selling
holders of the Registrable Securities requested to be registered during the
20-day period set forth in Section 3(a) hereof in writing that in their opinion
the number of such Registrable Securities requested to be included exceeds the
number of securities which can be sold in such offering without materially and
adversely affecting the proposed offering or the offering price, the Corporation
will include in such registration only the number of such Registrable
Securities (and, if required by the Warrants Registration Rights Agreement,
Warrant Related Registrable Securities) which in the opinion of such
underwriters can be sold without materially and adversely affecting the
proposed offering or the offering price, and such securities will be allocated
among the holders of such Registrable Securities (and, if required by the
Warrants Registration Rights Agreement, the holders of Warrant Related
Registrable Securities) requesting to be included in the registration pro rata
on the basis of the total number of Registrable Securities (and, if required by
the Warrants Registration Rights Agreement, Warrant Related Registrable
Securities requested to be included in such registration) requested to be
included therein by each such holder. If securities (other than Registrable
Securities and, if



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applicable, Warrant Related Registrable Securities) are proposed to be
included by the Corporation or its other securityholders in a Demand
Registration which is an underwritten offering (subject to and in accordance
with the provisions of Section 3(c)) and the managing underwriters advise the
Corporation and the selling holders in writing that some but not all of said
other securities can be sold without materially and adversely affecting the
proposed offering or the offering price in such underwritten offering, in
addition to all of the Registrable Securities (and, if required by the Warrants
Registration Rights Agreement, Warrant Related Registrable Securities) being
registered, those securities which are permitted to be included will be
allocated (i) first, to the Corporation and (ii) second, to the other
securityholders, allocated among them in such proportions as such
securityholders and the Corporation may agree.


(e)           Selection
of Underwriters.    If any Demand
Registration is an underwritten offering or a best efforts underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by the holders of a Majority
(by number of shares) of the MatlinPatterson Registrable Securities and Family
Holdings Registrable Securities requested to be included in such offering;
provided, however, that such investment bankers and managers must be reasonably
satisfactory to the Corporation. 
Notwithstanding the foregoing, MP shall choose the investment banker or
investment bankers and manager or managers that will administer the First MP
Registration.


(f)            Other
Registration Rights Agreements.   
Without the prior written consent of the holders of a Majority of the
MatlinPatterson Registrable Securities and of a Majority of the Family Holdings
Registrable Securities, the Corporation will not enter into any agreement with
any holder or prospective holder of any securities of the Corporation after the
date hereof (except for the assumption of those certain registration
obligations under the Warrants Registration Rights Agreement in connection with
the issuance of Common Stock in exchange for the warrants and warrant shares of
HMP Equity Holdings Corporation) which grants to such holder or prospective
holder any registration rights unless such agreement and the rights granted
thereunder are subject and subordinate to the rights of holders hereunder. As
of the date hereof, the only agreements with any holder of any securities of
the Corporation which grant registration rights are this Agreement and the
Warrants Registration Rights Agreement.


(g)           Withdrawal
by Holders of Registrable Securities.    The initiating holders of Registrable
Securities may withdraw a Demand Request at any time and under any
circumstances.


4.             Piggyback Registrations.


(a)           Right
to Piggyback.    If at any time after
consummation of the IPO the Corporation proposes to register any equity
securities under the Securities Act in connection with the public offering of
such securities (other than the First MP Registration, a registration relating
to employee or director benefit plans or a corporate reorganization, mergers or
acquisition, or a registration on any form that does not permit inclusion of
sales of Registrable Securities), whether such offering is a primary offering
by the Corporation or a secondary offering by holders of the Corporation’s
securities or both (a “Piggyback Registration”), the Corporation will give
written notice to all holders of Registrable Securities of its intention to
effect such a registration as soon as practicable, but in no event less than 20
days prior to the anticipated filing



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date of a registration statement related thereto; provided, that such
notice shall indicate the number of shares proposed to be registered, the
proposed means of distribution of such securities and the proposed managing
underwriters of such offering, if any. Subject to the provisions of Sections
4(b) and (c) and 7(a)(i), the Corporation will include in such Piggyback
Registration all Registrable Securities with respect to which the Corporation
has received written requests for inclusion therein within 20 days after
delivery of the Corporation’s notice. The holders of Registrable Securities
will be permitted to withdraw all or any part of such holder’s Registrable
Securities from a Piggyback Registration at any time prior to the date such
Piggyback Registration becomes effective with the SEC; provided, however, if
the Piggyback Registration is an underwritten offering and there is an
underwriting agreement in place, the holders of Registrable Securities may do
so only on the reasonable and customary terms agreed upon by the managing
underwriters for such offering. If a Piggyback Registration is an underwritten
offering effected (i) under Section 4(b), all Persons whose securities are
included in the Piggyback Registration will be obligated to sell their
securities on the same terms and conditions as apply to the securities being
issued and sold by the Corporation or (ii) under Section 3(a) or 4(c), all
Persons whose securities are included in the Piggyback Registration will be
obligated to sell their securities on the same terms and conditions as apply to
the securities being sold by the Person or Persons who initiated the Piggyback
Registration under Section 3(a) or 4(c). The foregoing notwithstanding, if, at
any time after giving written notice of a Piggyback Registration but prior to
the effective date of the registration statement filed in connection therewith,
the Corporation shall determine for any reason not to register the securities
described in its notice of its intention to file a registration statement, the
Corporation shall give prompt written notice of such determination to the
holders of Registrable Securities and thereupon shall be relieved of its
obligation to register any Registrable Securities in such registration.


(b)           Priority
on Primary Registrations.    If a
Piggyback Registration is an underwritten primary registration on behalf of the
Corporation, and the managing underwriters advise the Corporation in writing
that in their opinion the total number of securities requested to be included
in such registration exceeds the number of securities (the “Primary Limit”)
which can be sold in such offering without materially and adversely affecting
the offering or the offering price, the Corporation will include in such
registration securities not in excess of the Primary Limit in the following
order: (i) first, all securities the Corporation proposes to sell, (ii) second,
up to the full number of Registrable Securities and Warrant Related Registrable
Securities requested to be included in such registration by holders of
Registrable Securities and the holders of Warrant Related Registrable
Securities (if such number together with the securities included pursuant to
clause (i) exceeds the Primary Limit, the securities to be registered shall be
allocated among the holders of Registrable Securities and the holders of
Warrant Related Registrable Securities requesting to be included in the
registration pro rata among them on the basis of the total number of
Registrable Securities and Warrant Related Registrable Securities requested to
be included in such registration (provided that the number of Registrable
Securities to be registered shall be allocated among the holders of Registrable
Securities requesting to be included in the registration pro rata on the basis
of the total number of Registrable Securities held by their respective holders
requesting inclusion in the registration)), (iii) third, up to the full number
of securities requested to be included in such registration by other holders of
securities entitled to include securities in such Piggyback Registration (if
such number (together with the number of securities pursuant to clauses (i) and
(ii)) exceeds the Primary Limit, the other securities to be registered shall be
allocated pro rata among such holders on the basis of the number of securities



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requested to be included therein by each such holder), and (iv) fourth,
such additional securities (which together with those securities included in
(i), (ii) and (iii) do not exceed the Primary Limit) as may be agreed upon by
the Corporation and any other securityholders; provided, however, that in
connection with any such registration that occurs within 180 days of
consummation of the IPO as among the holders of Registrable Securities the
right to include such securities shall be allocated (A) first, to the holders
of Family Holdings Registrable Securities up to a number of shares determined
by dividing (x) the difference between $150 million and the amount of proceeds
previously received by holders of Family Holdings Registrable Securities from
registered sales by (y) the Average Share Price on the date of the notice from
the Corporation provided for in Section 4(a), (B) second, to the holders of
MatlinPatterson Registrable Securities and CPF Registrable Securities
(allocated among the holders of MatlinPatterson Registrable Securities and CPF
Registrable Securities requesting to be included in the registration pro rata
on the basis of the total number of Registrable Securities held by holders
requesting inclusion in the registration) up to a number of shares determined
by dividing (x) the difference between $400 million and the amount of proceeds
previously received by holders of MatlinPatterson Registrable Securities and
CPF Registrable Securities from registered sales by (y) the Average Share Price
on the date of the notice from the Corporation provided for in Section 3(a) and
(C) third, pro rata among all holders of Registrable Securities requesting
inclusion in such Piggyback Registration on the basis of the total number of
Registrable Securities requested to be included therein by each such holder.


(c)           Priority
on Secondary Registrations.    If a
Piggyback Registration is an underwritten secondary registration on behalf of
holders of the Corporation’s securities pursuant to the exercise of such
holders’ demand registration rights or otherwise (other than a Demand
Registration), and the managing underwriters advise the Corporation in writing
that in their opinion the number of securities requested to be included in such
registration exceeds the number of securities which can be sold in such
offering without materially and adversely affecting the offering or the
offering price (the “Secondary Limit”), the Corporation will include in such
registration securities not in excess of the Secondary Limit in the following
order: (i) first, up to the full number of Registrable Securities and Warrant
Related Registrable Securities proposed to be included therein (if such number
exceeds the Secondary Limit, the securities to be registered shall be allocated
among the holders of Registrable Securities and the holders of Warrant Related
Registrable Securities requesting to be included in the registration pro rata
among them on the basis of the total number of Registrable Securities and
Warrant Related Registrable Securities, requested to be included in such
registration (provided that the number of Registrable Securities to be
registered shall be allocated among the holders of Registrable Securities
requesting to be included in the registration pro rata on the basis of the
total number of Registrable Securities held by their respective holders
requesting inclusion in the registration)), (ii) up to the full number of
securities the Corporation proposes to sell, (iii) up to the full number of
securities requested to be included in such registration by other holders of
securities permitted to include securities in such Piggyback Registration, (if
such number (together with the number of securities included pursuant to
clauses (i) and (ii)) exceeds the Secondary Limit, the other securities to be
registered shall be allocated pro rata among such holders on the basis of the
number of securities requested to be included therein by each such holder) and
(iv) any additional securities (which together with those securities included
pursuant to clauses (i), (ii) and (iii) do not exceed the Secondary Limit) as
may be agreed upon by the Corporation and any other securityholders.



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(d)           Selection
of Underwriters.    If any Piggyback
Registration is a primary registration of an underwritten offering for the
Corporation, the Corporation will have the sole right to select the investment
banker or bankers and manager or managers to administer the offering. If any
Piggyback Registration is an underwritten secondary registration on behalf of
holders of the Corporation’s securities pursuant to exercise of such holders’
demand registration rights, the selection of the investment banker or bankers
and manager or managers shall be made in the manner agreed solely among the
Corporation and such holders initiating the demand registration rights or
otherwise causing such registration to occur.


(e)           Limitation.    No Piggyback Registration effected under
this Section 4 shall be deemed to constitute a Demand Registration or to have
been effected pursuant to Section 3 hereof or shall release the Corporation of
its obligations to effect any Demand Registration upon request as provided
under Section 3 hereof.


5.             Form S-3 Registrations.


(a)           After
its IPO, the Corporation shall use its commercially reasonable efforts to
qualify for registration on Form S-3 or any comparable or successor form or
forms. After such qualification, in case the Corporation shall receive from any
holder or holders of a Majority of the then outstanding (x) MatlinPatterson
Registrable Securities or (y) Family Holdings Registrable Securities, a written
request or requests that the Corporation effect a registration on Form S-3 with
respect to all or a part of the Registrable Securities owned by such holder or
holders, the Corporation agrees:


(i)            except in the case of the First MP
Registration, to promptly (and in any event no more than 15 business days
following receipt of any such request) give notice of the proposed registration
and any related qualification or compliance, to the other holders of
Registrable Securities;


(ii)           to effect a registration and all
qualifications and compliance as would permit or facilitate the sale and
distribution on a continuous basis of such portion of the requesting holders’
Registrable Securities as are specified in such request plus, except in the
case of the First MP Registration, any portion of the Registrable Securities of
holders who join in such request by written notice to the Corporation given
within 20 days after receipt of notice pursuant to clause (i) from the
Corporation subject to Section 7(a)(i); provided, however, that the Corporation
shall not be required to include more than $200 million of Family Holdings
Registrable Securities, and $50 million of CPF Registrable Securities and Other
Stockholder Registrable Securities; provided, further, that the Corporation
shall not be obligated to effect any such registration, qualification, or
compliance pursuant to this Section 5 if Form S-3 is not available for such
offering . If the number of CPF Registrable Securities and Other Stockholder
Registrable Securities requested to be included exceeds the amount that the
Corporation is required to include in such registration statement, then the
available space in such registration statement shall be allocated pro rata
among the holders of such Registrable Securities requesting to be included in
the registration on the basis of the total number of Registrable Securities
held by their respective holders.



 10
 









(b)           Notwithstanding
Section 5(a)(ii)(B), the Corporation agrees that (i)[reserved], (ii) if it did
not include in such registration all of the Family Holdings Registrable
Securities requested to be included therein then at any time when the amount of
Family Holdings Registrable Securities remaining unsold under the registration
statement is less than $135 million, it will promptly file a new or additional
registration statement for such additional sales of Family Holdings Registrable
Securities as shall then permit sales of at least $200 million of Family
Holdings Registrable Securities in the aggregate, and (iii) if it did not
include in such registration all of the CPF Registrable Securities and Other
Stockholder Registrable Securities requested to be included therein then at any
time when the amount of CPF Registrable Securities and Other Stockholder
Registrable Securities remaining unsold under the registration statement is
less than $10 million, it will promptly file a new or additional registration statement
for such additional sales as shall then permit sales of at least $50 million of
CPF Registrable Securities and Other Stockholder Registrable Securities in the
aggregate.


6.             Deferral of Filing; Preemption.


Deferral of Filing.    Anything herein to the contrary
notwithstanding, the Corporation may defer the filing of any registration
statement otherwise required to be filed by it pursuant to Section 3 for up to
90 days (but not beyond July 23, 2007 in the case of the First MP Registration
Statement) if the Corporation notifies each requesting holder promptly after
such request that the Corporation’s Board of Directors has determined in its
good faith judgment that the requested registration and offering would require
disclosure of pending or contemplated matters or information, the disclosure of
which would likely be detrimental to the Corporation or materially interfere
with its or its subsidiaries business or a pending or contemplated material
transaction involving the Corporation or any of its subsidiaries which period
may be extended for up to an additional 90 days (but not beyond July 23, 2007
in the case of the First MP Registration Statement) upon a subsequent
determination by the Board of Directors in good faith that the conditions for
deferral still exist. In addition to the foregoing deferral rights, except in
the case of the First MP Registration, 
the Corporation shall not be required to file any registration statement
pursuant to Section 3 (i) within 90 days after the effectiveness of a registration
statement relating to a Demand Registration or (ii) within 180 days (or such
shorter period as may be permitted by the underwriters lock-up agreement, if
any) after the effectiveness of a registration statement referred to in Section
4 unless the number of securities held by holders of Registrable Securities
included in such prior registration statement referred to in this clause (ii)
was less than 80% of the number of shares such holders requested to include in
which event the period of delay under this clause (ii) shall be 90 days.


7.             Registration Procedures.


(a)           Subject
to the terms hereof, whenever the holders of Registrable Securities have
requested that any Registrable Securities be registered in accordance with the
terms and conditions of this Agreement, the Corporation will use its reasonable
best efforts to effect the registration and to permit the sale of such
Registrable Securities in accordance with the intended method of disposition
thereof, and pursuant thereto the Corporation will promptly (and,
notwithstanding anything in this Agreement to the contrary, except for items
listed below which are to be performed after the effectiveness of the
applicable registration statement, in the case of the First MP Registration
Statement, not later than July 23, 2007):



 11
 









(i)            prepare and file
with the SEC, subject to the availability of all required consents of
independent accountants (which the Corporation agrees to use all reasonable
efforts to obtain as quickly as possible), not later than 60 days after receipt
of a request or, with respect to the First MP Registration Statement, no later
than July 23, 2007, to file a registration statement with respect to such
Registrable Securities a registration statement with respect to such
Registrable Securities (and to the extent that any holders of piggy-back
registration rights or other rights to be included in the registration
statement elect to be included in the registration statement pursuant and in
accordance with the terms of Sections 3(a), 4(a) and 5(a), as applicable, the
Corporation shall file new registration statements to include such stockholders
requesting to be included to the extent such stockholders are not already
included in the registration statement), and use its reasonable best efforts to
cause such registration statement to become effective as quickly as possible;
provided, that each such registration statement will be on a form for which the
Corporation then qualifies (and if the Corporation qualifies to file a
registration statement on Form S-3 that may be effective with the SEC upon
filing, the Corporation shall file the Form S-3 to be effective upon filing
with the SEC), which is available for the sale of the Registrable Securities in
accordance with the intended method of disposition thereof, and will provide
for the registration of at least such number of shares as shall have been
demanded be registered; provided, however, that before filing a registration
statement or prospectus or any amendments or supplements thereto, the
Corporation will furnish to each of the holders including shares therein, and
the managing underwriters, if any, draft copies of all such documents proposed
to be filed a reasonable period prior to such filing, which documents will be
subject to the reasonable review of each of such holders, and the managing
underwriters, if any, and their respective agents and representatives and the
Corporation will not include in any registration statement information
concerning or relating to the holders including shares therein to which any
such affected holder shall reasonably object in writing (unless the Corporation
reasonably determines that the inclusion of such information is required by
applicable law or the regulations of any securities exchange to which the
Corporation may be subject or is required to prevent a material omission or
misstatement in the filing);


(ii)           notify each seller
of Registrable
Securities of any stop order issued by the SEC and take all reasonable actions
required to prevent the entry of such stop order or to remove it at the
earliest possible time if entered;


(iii)          prepare and file
with the SEC such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than 180 days, or
such shorter period as may be required if all Registrable Securities covered by
such registration statement are sold prior to the expiration of such 180-day
period (except in connection with an underwritten offering, in which case such
registration statement shall be kept effective as long as the underwriters
reasonably request in the underwriting agreement); provided, however, that (i)
such 180-day period shall be extended for a period of time equal to the period
the holder of such Registrable Securities refrains from selling any securities
included in such registration at the request of the underwriter under any other
registration statement of the Corporation; and (ii) in the case of any registration



 12
 









of Registrable
Securities under Section 3 (if requested by the holder entitled to a Demand
Registration thereunder) and/or under Section 5 hereof on Form S-3 that are
intended to be offered on a continuous or delayed basis and in the case of the
First MP Registration, such 180-day period shall be extended, if necessary, to
keep the registration statement effective until all such Registrable Securities
are sold, provided that Rule 415, or any successor rule under the Securities
Act, permits an offering on a continuous or delayed basis, and provided further
that applicable rules under the Securities Act governing the obligation to file
a post-effective amendment permit, in lieu of filing a post-effective amendment
that (x) includes any prospectus required by Section 10(a)(3) of the Act or (y)
reflects facts or events representing a material or fundamental change in the
information set forth in the registration statement, the incorporation by
reference of information required to be included in (x) and (y) above to be
contained in periodic reports filed pursuant to Section 13 or 15(d) of the
Exchange Act in the registration statement; and comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by
such registration statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such registration
statement;


(iv)          furnish without
charge to each seller and managing underwriters of Registrable Securities such
number of copies of such registration statement, each amendment and supplement
thereto (in each case including all exhibits thereto), the prospectus included
in such registration statement (including each preliminary, final, summary,
amended or supplemented prospectus) and such other documents as such seller and
managing underwriters may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such seller;


(v)           use its reasonable
best efforts to register or qualify such Registrable Securities under such
other securities or blue sky laws of such jurisdictions within the United
States as any seller reasonably requests, keep such registrations or
qualifications in effect for so long as the registration statement remains in effect,
and do any and all other acts and things which may be reasonably necessary or
advisable to enable such seller to consummate the disposition in such
jurisdictions of the Registrable Securities owned by such seller; provided,
however, that the Corporation will not be required to (i) qualify generally to
do business in any jurisdiction where it would not otherwise be required to
qualify but for this Section 7(a)(v), (ii) subject itself to taxation in any
such jurisdiction or (iii) consent to general service of process in any such
jurisdiction;


(vi)          use its reasonable
best efforts to cause the Registrable Securities covered by such registration
statement to be registered with or approved by such other Governmental Entities
within the United States as may be necessary to enable the seller or sellers
thereof to consummate the disposition of such Registrable Securities in
accordance with the intended methods of disposition set forth in such
registration statement;


(vii)         notify each seller
of such Registrable Securities, at any time when a registration statement is
effective or any prospectus to such Registrable Securities is required to be
delivered under the Securities Act, if such registration statement,



 13
 









prospectus or
any document incorporated therein by reference contains an untrue statement of
a material fact or omits to state any material fact necessary to make the
statements therein not misleading in light of the circumstance then existing,
and prepare and file promptly (subject to Section 12(a)) with the SEC a
supplement or amendment to such prospectus or any such document incorporated
therein by reference so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus will not contain an untrue statement of
a material fact or omit to state any material fact necessary to make the
statements therein not misleading in light of the circumstance then existing;


(viii)        use its reasonable
best efforts to cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Corporation are
then listed or traded;


(ix)           provide a transfer
agent and registrar for all Registrable Securities and a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of
such registration statement;


(x)            enter into such
customary agreements (including an underwriting agreement in customary form
with customary lock-up provisions not to exceed 90 days from the date of the
prospectus) and take such other customary actions in connection therewith as
the holders of a Majority of the Registrable Securities being registered or the
managing underwriters, if any, reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities; and make such
representations and warranties and provide such indemnities with respect to the
registration statement, post-effective amendment or supplement thereto,
prospectus or any amendment or supplement thereto, and documents incorporated
by reference, if any, to the managing underwriters of the Registrable
Securities, in form, substance and scope as are customarily made by the
Corporation in connection with offerings of Registrable Securities in
transactions of such kind;


(xi)           make available for
inspection by any underwriter participating in any disposition pursuant to such
registration statement, and any attorney, accountant or other agent retained by
any such underwriter, and counsel to the sellers of Registrable Securities all
financial and other records, pertinent corporate documents and properties of
the Corporation and its subsidiaries, and cause the Corporation’s officers,
directors and employees and accountants to supply all information reasonably
requested by any such underwriter, attorney, accountant or agent and counsel to
the sellers of Registrable Securities in connection with such registration
statement or as may be necessary, in the opinion of such sellers’ or
underwriters’ counsel to conduct a reasonable investigation within the meaning
of the Securities Act, in each case upon receipt of an appropriate
confidentiality agreement;


(xii)          in the case of an
underwritten offering (or, in the case of an offering that is not underwritten,
upon the request of any holder of Registrable Securities covered by a
registration statement and at such holder’s expense), use reasonable best efforts
to obtain opinions of counsel to the Corporation and updates thereof (the form,
scope and



 14
 









substance of
which opinions shall be reasonably satisfactory to the managing underwriters,
if any, or the holder, as applicable, and addressed to each of the
underwriters, if any, or the holder, as applicable) covering the matters
customarily covered in opinions requested in underwritten offerings, to the
extent then practicable in light of the status of the Corporation’s public
disclosures;


(xiii)         in the case of an
underwritten offering (or, in the case of an offering that is not underwritten,
upon the request of any holder of Registrable Securities covered by a
registration statement and at such holder’s expense), use their reasonable best
efforts to obtain a “cold comfort” letter and updates thereto from the
Corporation’s independent public accountants (and, if necessary, any other
independent certified public accountants of any subsidiary of the Corporation
or of any business acquired by the Corporation for which financial statements
and financial data is, or is required to be, included in the registration
statement), in customary form and covering such matters of the type customarily
covered by cold comfort letters, as the managing underwriters, or the holder,
as applicable, reasonably request;


(xiv)        notify each holder of
Registrable Securities covered by a registration statement and the managing
underwriters, if any, promptly, (i) (A) when a prospectus or any prospectus
supplement or post-effective amendment is proposed to be filed, and (B) with
respect to a registration statement or any post-effective amendment, when the
same has become effective, (ii) of any request by the SEC or any other
Governmental Entity for amendments or supplements to a registration statement
or related prospectus or for additional information, (iii) of the issuance by
any state securities commission, any other Governmental Entity or any court of
any order or injunction suspending or enjoining the use of a prospectus or the
effectiveness of a registration statement or the initiation of any proceedings
for that purpose, and (iv) of the receipt by the Corporation of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose; and


(xv)         otherwise use its
reasonable best efforts to comply with all applicable rules and regulations of
the SEC, and generally make available to its security holders, as soon as
reasonably practicable, an earnings statement covering the period of at least
twelve months, but not more than eighteen months, beginning with the first
month after the effective date of the registration statement, which earnings
statement will satisfy the provisions of Section 11(a) of the Securities Act
and may be prepared in accordance with Rule 158 under the Securities Act.


(b)           The
Corporation may require each seller of Registrable Securities as to which any
registration is being effected to furnish to the Corporation in writing such
information regarding the seller and the distribution of such securities as the
Corporation may from time to time reasonably request.



 15
 









8.             Registration Expenses.


(a)           All
expenses incident to the Corporation’s performance of or compliance with this
Agreement, including without limitation all registration and filing fees, fees
and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel for the underwriters in connection
with blue sky qualifications of the Registrable Securities), messenger,
telephone and delivery expenses, and fees and disbursements of counsel for the
Corporation and of the Corporation’s independent certified public accountants
(including the expenses of any special audit or “cold comfort” letters required
by or incident to such performance), fees and expenses of underwriters
customarily paid by issuers of securities (including liability insurance if the
Corporation so desires), all expenses relating to the preparation, printing,
distribution and reproduction of the registration statement and prospectus and
any amendment or supplement to the foregoing, certificates representing the
Registrable Securities and all other documents relating to any of the
foregoing, the reasonable fees and expenses of any special experts retained by
the Corporation or at the request of the managing underwriters in connection
with such registration and fees and expenses of other Persons retained by the
Corporation, and the reasonable fees and disbursements of one counsel for
sellers of Registrable Securities; but excluding underwriting discounts,
commissions, fees, discounts and commissions of brokers and dealers and capital
gains, income and transfer taxes, if any, relating to any sale of Registrable
Securities and the fees and disbursements of counsel for the holders of
Registrable Securities (other than as set forth above), will be borne and paid
promptly by the Corporation (all such expenses being herein called “Registration
Expenses”), provided, however, that any of the foregoing expenses which are
incurred in connection with the First MP Registration will be paid by MatlinPatterson
to the extent such expenses exceed the expenses that would have been incurred
in connection with the First MP Registration had this Agreement permitted such
registration to be effected on or before September 30, 2007 as opposed to July
23, 2007, and MatlinPatterson shall pay all SEC or NASD filing fees in
connection with the First MP Registration Statement with respect to the amount
of MatlinPatterson Registrable Securities covered by such registration
statement that exceeds $300 million.


(b)           Subject
to Section 8(a) above, in connection with each registration hereunder, the
holders of Registrable Securities included therein shall be responsible for all
fees and disbursements of their counsel and for (i) all underwriting discounts
or other commissions, fees, discounts and commissions of brokers and dealers
payable by them as selling securityholders and (ii) capital gains, income and
transfer taxes, if any, relating to the sale of such Registrable Securities.


9.             Indemnification; Contribution.


(a)           Indemnification
by Corporation.    In the event any
Registrable Securities are included in a registration statement pursuant to
this Agreement, the Corporation shall indemnify and hold harmless each holder
of such Registrable Securities, its employees, officers, directors, agents and
constituent partners and each Person who controls such holder (within the
meaning of the Securities Act and the Exchange Act) against all losses, claims,
damages, liabilities (joint or several) and expenses (or actions in respect
thereof) in connection with any sale of Registrable Securities pursuant to a
registration statement arising out of or based upon (i) any violation or
alleged violation of the Securities Act, the Exchange Act or any state
securities law, or any rule



 16
 









or regulation promulgated thereunder by the Corporation or any of its
employees, officers, directors or agents or (ii) any untrue or alleged untrue
statement of a material fact contained in any registration statement or
preliminary or final prospectus relating to the registration of such
Registrable Securities or any amendment or supplement thereto or any document
incorporated by reference therein or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading, except insofar as the same are contained in any information
furnished in writing to the Corporation by or on behalf of such holder or other
indemnified Person expressly for use therein or are caused by such holder’s
failure to deliver a copy of the registration statement or prospectus or any
amendments or supplements thereto after the Corporation has furnished such
holder with a sufficient number of copies of the same. Subject to the
provisions of Section 9(c), the Corporation will pay, indemnify, hold harmless
and reimburse each holder of Registrable Securities, its officers, directors,
agents, constituent partners and controlling Persons for any reasonable legal
and other expenses as incurred in connection with investigating or defending
any such losses, claims, damages, liabilities, expenses or actions for which
such Person is entitled to indemnification hereunder. In connection with a firm
commitment or best efforts underwritten offering, the Corporation will
indemnify the underwriters or agents, their officers, directors, constituent
partners and each Person who controls such underwriters (within the meaning of
the Securities Act and the Exchange Act) or agents to the same extent as
provided above (or such greater extent as may be customarily required by the
managing underwriters) with respect to the indemnification of the holders of
Registrable Securities.


(b)           Indemnification
by Holder of Registrable Securities.   
In connection with any registration statement in which a holder of
Registrable Securities is participating, such holder shall indemnify and hold
harmless the Corporation, its employees, directors, agents and officers, each
Person who controls the Corporation (within the meaning of the Securities Act
and the Exchange Act) and all other prospective sellers and their respective
directors, officers, agents and controlling Persons (within the meaning of the
Securities Act and the Exchange Act) against any losses, claims, damages,
liabilities (joint and several) and expenses (or actions in respect thereof)
arising out of or based upon any untrue or alleged untrue statement of a
material fact or any omission or alleged omission of a material fact required
to be stated in any registration statement or preliminary or final prospectus
relating to the registration of such Registrable Securities or any amendment
thereof or supplement thereto or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading, to the
extent, but only to the extent, that such untrue or alleged untrue statement or
omission or alleged omission is contained in any written information or
affidavit furnished by or on behalf of such holder specifically for use in such
registration statement or prospectus and then only to the extent of the total
net proceeds received by such holder of Registrable Securities (after deducting
any discounts, commissions and similar fees applicable thereto) in consideration
of the Registrable Securities sold by such holder in connection with such
registration. Subject to the provisions of Section 9(c), the holders of
Registrable Securities participating in any registration will pay, indemnify,
hold harmless and reimburse (without duplication), to the extent of the total
net proceeds received by the holders of Registrable Securities (after deducting
any discounts, commissions and similar fees applicable thereto and after taking
into account any indemnity payments pursuant to the immediately preceding
sentence), the Corporation, its officers, directors and controlling Persons and
all other prospective sellers and their respective directors,



 17
 









agents, officers and controlling Persons for any reasonable legal and
other expenses as incurred in connection with investigation or defending any
such losses, claims, damages, liabilities, expenses or actions.


(c)           Conduct
of Indemnification Proceedings.   
Any Person entitled to indemnification hereunder will (i) give prompt
notice to the indemnifying party of any claim with respect to which it seeks
indemnification (but omission of such notice shall not relieve the indemnifying
party from liability hereunder except to the extent such indemnifying party is
actually prejudiced by such failure to give notice) and (ii) unless in such
indemnified party’s reasonable judgment a conflict of interest may exist
between such indemnified and indemnifying parties with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. The indemnifying party will
not be subject to any liability for any settlement made without its consent. No
indemnifying party will consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of an unconditional
release from all liability in respect to such claim or litigation and does not
subject the indemnified party to any material injunctive relief or other
material equitable remedy. An indemnifying party who is not entitled to, or
elects not to, assume the defense of a claim will not be obligated to pay the
fees and expenses of more than one counsel (in addition to any local counsel)
for all parties indemnified by such indemnifying party with respect to such
claim.


(d)           Contribution.    If the indemnification provided for in
Section 9(a) or Section 9(b) is unavailable or insufficient to hold harmless
each of the indemnified parties against any losses, claims, damages,
liabilities and expenses (or actions in respect thereof) to which such parties
may become subject under the Securities Act, then the indemnifying party shall,
in lieu of indemnifying each party entitled to indemnification hereunder,
contribute to the amount paid or payable by such party as a result of such
losses, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and such indemnified parties on the other in connection with the
statements or omissions or alleged statements or omissions that resulted in
such losses, claims, damages, liabilities or expenses. The relative fault of
such parties shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact, or omission or
alleged omission to state a material fact, relates to information supplied by
or concerning the indemnifying party on the one hand, or by such indemnified
party on the other, and such party’s relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 9(d) were determined by pro rata allocation or by any
other allocation that does not take into account the equitable considerations
referred to in this Section 9(d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, liabilities or expenses
referred to above shall be deemed to include (subject to the limitations set
forth in Section 9(b) or 9(c) hereof) any legal or other fees or expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action, proceeding or claim. Notwithstanding the
provisions of this Section 9(d), no seller of Registrable Securities shall be
required to contribute any amount in excess of the amount by which the proceeds
received by such seller from the sale of any Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) exceeds the
amount of any damages which such seller has otherwise been required to pay by
reason of such untrue or



 18
 









alleged untrue statement or omission or alleged omission. No Person
guilty of fraudulent misrepresentation within the meaning of the Act shall be
entitled to contribution from any Person that is not guilty of such fraudulent
misrepresentation.


(e)           Priority
of Indemnification.   
Notwithstanding the foregoing, to the extent that provisions on
indemnification and contribution contained in the underwriting agreement
entered into in connection with an underwritten offering are in conflict with
the foregoing, the provisions of the underwriting agreement shall prevail (in
respect of any party to this Agreement that also is a party to the underwriting
agreement).


(f)            Payment.    The indemnification and contribution
required by this Section 9 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills
are received or expense, loss, damage or liability is incurred.


(g)           Beneficiaries
of Indemnification.    The
obligations of the Corporation and the holders of Registrable Securities under
this Section 9 shall be in addition to any liability that they may otherwise
have.


10.           Rule 144.


The Corporation covenants that after the consummation
of the IPO it will use its reasonable best efforts to timely file the reports
required to be filed by it under the Securities Act and the Exchange Act and
the rules and regulations adopted by the SEC thereunder (or, if the Corporation
is not required to file such reports, it will, upon the request of any holder
of Registrable Securities, make publicly available such information), all to
the extent required from time to time to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the SEC. Upon the request of any holder of Registrable
Securities, the Corporation will deliver to such holder a written statement as
to whether it has complied with such requirements.


11.           Participation in Underwritten
Registrations; Market Stand-Off Agreement.


(a)           Participation
in Underwritten Registration.    No
Person may participate in any underwritten registration hereunder unless such
Person (i) agrees to sell such Person’s securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (ii) completes and executes all customary questionnaires,
powers of attorney, underwriting agreements, lock-ups and other documents
required under the terms of such underwriting arrangements, provided, that in
the case of any holder of CPF Registrable Securities, the terms of such
underwriting arrangements, powers of attorney, underwriting agreements,
lock-ups and other documents shall be no less favorable to such holder than
those applicable to any holder of Family Holdings Registrable Securities or
MatlinPatterson Registrable Securities participating in such registration.


(b)           Market
Stand-Off Agreement.    Each holder
of Registrable Securities agrees, whether or not it is participating in such
registration statement, that it shall not, to the extent requested by an
underwriter of Common Stock (or other securities of the Corporation), sell or



 19
 









otherwise transfer or dispose of any securities of the Corporation
(other than those included in the registration) during the 90 day period
following the effective date of a registration statement filed under the
Securities Act relating to an underwritten offering by such underwriter with
gross proceeds to the sellers in such offering of at least $100 million if such
holder and it Affiliates, collectively, own, directly or indirectly (including
any shares which such holder or its Affiliate has the right to acquire) 5% or
more of the outstanding Common Stock. In order to enforce the foregoing
covenant, the Corporation may impose stop-transfer instructions with respect to
the securities of the Corporation owned by holders of Registrable Securities
until the end of such 90 day period.


12.           Miscellaneous.


(a)           Right
to Suspend.    The Corporation may,
by notice in writing to each holder of Registrable Securities, require the
holder of Registrable Securities to suspend use of any prospectus included in a
registration statement filed hereunder if the Corporation reasonably determines
that it contains an untrue statement of a material fact or omits to state any
material fact necessary to make the statements therein not misleading or that
any transaction in which the Corporation is engaged or proposes to engage, or
any event that has occurred or is expected to occur, would require an amendment to
such registration statement or an amendment or supplement to such prospectus (including
any such amendment or supplement made through incorporation by reference to a
report filed under Section 13 of the Exchange Act). Each holder of Registrable
Securities agrees that, upon receipt of any notice from the Corporation of the
happening of any event of the kind described in this Section 12(a), such holder
will forthwith discontinue disposition of Registrable Securities pursuant to
the registration statement covering such Registrable Securities until such
holder’s receipt of the copies of a properly supplemented or amended
prospectus, and, if so directed by the Corporation, such holder will deliver to
the Corporation all copies, other than permanent file copies, then in such
holder’s possession, of the most recent prospectus covering such Registrable
Securities at the time of receipt of such notice. In the event the Corporation
gives any such notice, the time period mentioned in Section 7(a)(iii), if
applicable, will be extended by the number of days during the period from and
including the date of the giving of such notice to and including the date when
each seller of Registrable Securities covered by such registration statement
has received the copies of such supplemented or amended prospectus. The
Corporation agrees to use its reasonable best efforts to cause any suspension
of use of any prospectus pursuant to this paragraph to be as short a period of
time as possible, including filing an amendment or supplement to such
prospectus or registration statement to correct such untrue statement of
material fact or material omission within 5 business days following the date of
the notice delivered to the holders of Registrable Securities pursuant to the
first sentence of this Section 12(a) (which 5 business day period may be
extended up to 30 days to the extent the Board of Directors of the Corporation
determines in good faith that such extension is necessary to avoid a material
adverse effect on the Corporation).


(b)           Remedies.    No holder of Registrable Securities shall
have any right to take any action to restrain, enjoin or otherwise delay any
registration as a result of any controversy that might arise with respect to
the interpretation or implementation of this Agreement.


(c)           Amendments
and Waivers.    The provisions of
this Agreement may not be amended, modified or supplemented, unless the
Corporation has obtained the written consent of



 20
 









(i) the holders of at least a Majority of the outstanding Registrable
Securities and if such amendment, modification or supplement adversely affects
the rights of the holders of MatlinPatterson Registrable Securities, the
written consent of the holders of at least a Majority of the outstanding
MatlinPatterson Registrable Securities, (ii) if such amendment, modification or
supplement adversely affects the rights of the holders of Family Holdings
Registrable Securities, the consent of the holders of at least a Majority of
the outstanding Family Holdings Registrable Securities and (iii) if such
amendment, modification or supplement adversely affects the rights of the
holders of CPF Registrable Securities or Other Stockholder Registrable
Securities, the consent of the holders of at least a Majority of the
outstanding CPF Registrable Securities and Other Stockholder Registrable
Securities voting together. Each holder of any Registrable Securities at the
time or thereafter shall be bound by any consent authorized by this Section
12(b), whether or not such holder consented or whether or not such Registrable
Securities have been marked to indicate such consent.


(d)           Registrable
Securities Held by the Corporation or its Subsidiaries.    Whenever the consent or approval of holders
of all or any specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Corporation or any of its subsidiaries
will not be counted in determining whether such consent or approval was given
by such holders.


(e)           Notices.    All notices or other communications
provided for hereunder shall be in writing and shall be effective (i) on the
day on which delivered if delivered personally or transmitted by telex or
telegram or telecopier with evidence of receipt, (ii) one business day after
the date on which the same is delivered to a nationally recognized overnight
courier service (or in the case of any notice to or from CPF, three business
days after the date on which the same is delivered to an internationally
recognized courier service) with evidence of receipt, or (iii) other than any
notice to or from CPF, five days after the date on which the same is deposited,
postage prepaid, in the U.S. mail, sent by certified or registered mail, return
receipt requested, and addressed to the party to be notified at the address
indicated below for the Corporation, or at the address for the holder of the
Registrable Securities set forth in a registry maintained by the Corporation or
in case of Family Holdings, MatlinPatterson and CPF the address set forth on
the signature page of this Agreement, or at such other address and/or telecopy
or telex number and/or to the attention of such other person as the Corporation
or the holder of the Registrable Securities may designate by ten-day advance
written notice.


(f)            Successors
and Assigns.    This Agreement will
inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties. The registration rights granted by this Agreement may
not be transferred or assigned by operation of law or in connection with any
transfer or assignment of Registrable Securities except to (i) persons who
after such transfer would own beneficially at least 3% of the outstanding
Common Stock, (ii) charitable organizations and foundations who are transferees
of the Family Holdings Registrable Securities and (iii) any Affiliate
transferee of Family Holdings, MatlinPatterson or CPF who (A) after such
transfer would own beneficially at least 1% of the outstanding Common Stock or
(B) is the transferee of all of the remaining shares of Common Stock owned by
the transferor, then in each case only upon notification to the Corporation in
writing and agreement by such transferee to the rights and obligations of this
Agreement. Any assignment by the Corporation of this Agreement shall not
relieve the Corporation of its obligations hereunder.



 21
 









(g)           Counterparts.    This Agreement may be executed in one or
more counterparts and by the parties hereto in separate counterparts, all of
which will constitute one and the same agreement and shall become effective
when one or more counterparts have been signed by each of the parties hereto
and delivered (including by facsimile) to the other parties.


(h)           Headings.    The headings in this
Agreement are for convenience of reference only and will not limit or otherwise
affect the meaning hereof.


(i)            Governing
Law; Jurisdiction.    This Agreement
will be governed by and construed in accordance with the laws of the State of
Delaware, without giving effect to conflict of law principles. Any holder of
Registrable Securities may bring any action or proceeding to enforce or arising
out of this Agreement or in the instruments and agreements annexed hereto in
any court of competent jurisdiction.


(j)            Severability.    In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein will not be affected or impaired thereby.


(k)           Termination
of Registration Rights.    The rights
of any holder hereunder to request a Demand Registration pursuant to Section 3
with respect to any Registrable Securities shall terminate with respect to such
holder at such time as the holder shall own less than 5% of the outstanding
Common Stock.


(l)            Entire
Agreement.    This Agreement is
intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of
the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein with respect to the registration rights granted by
the Corporation with respect to the Registrable Securities. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.


(m)          Revocation of Amendment and
Restatement.  The parties agree that if the Merger Agreement dated as
of July 12, 2007 among the Corporation and Hexion Specialty Chemicals, Inc.
(the “Merger Agreement”), or any Alternative Merger Agreement (as defined
below) is terminated prior to consummation of the merger contemplated thereby,
then the changes to the Original Agreement made by this Agreement shall,
effective as of such termination, be revoked effective 15 days after such
termination, and the terms of the Original Agreement shall be reinstated as
though the changes to the Original Agreement made by this Agreement had not
been made; provided however that if the Corporation enters into another merger
agreement (“Alternative Merger Agreement”) within such 15-day period providing
for a merger of the Corporation, then the foregoing revocation of this
Agreement shall not occur.  In the event
of any such revocation, the Company shall maintain in effect any then effective
registration statement upon the terms and conditions of the Original Agreement
(except that no shares registered under such registration statement shall be
removed by the Company from any such effective registration statement without
the written consent of the beneficial and record holders thereof).



 22
 









(n)           Waiver
of Blackout Policy.  The Company
hereby waives the application, if any, of any Company policy restricting
trading of shares of Common Stock with respect to sales by MatlinPatterson to
any underwriter in connection with an underwritten public offering, including
the First MP Registration.


[Signature Pages
Follow]



 23
 









IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


	
  

  	
  HUNTSMAN CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel D. Scruggs

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: Samuel D.
  Scruggs

  
	
   

  	
  Title: Executive
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
  Corporation
  Address:

  
	
   

  	
   

  
	
   

  	
  Huntsman
  Corporation

  
	
   

  	
  500 Huntsman Way

  
	
   

  	
  Salt Lake City,
  Utah 84108

  
	
   

  	
  Attention:
  Office of the General Counsel

  
	
   

  	
  Facsimile: (801)
  584-5782

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN FAMILY
  HOLDINGS

  COMPANY LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon M.
  Huntsman

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: Jon M.
  Huntsman

  
	
   

  	
  Title: Manager

  
	
   

  	
   

  
	
   

  	
  Family Holdings
  Address:

  
	
   

  	
   

  
	
   

  	
  Huntsman Family
  Holdings Company LLC

  
	
   

  	
  c/o Office of
  the Chairman of the Board of

  
	
   

  	
  Directors of
  Huntsman Corporation

  
	
   

  	
  500 Huntsman Way

  
	
   

  	
  Salt Lake City,
  Utah 84108

  
	
   

  	
  Attention: Jon
  M. Huntsman

  
	
   

  	
  Facsimile: (801)
  584-5782

  



 



 24
 









 


	
  

  	
  MATLINPATTERSON
  GLOBAL

  OPPORTUNITIES PARTNERS L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  MatlinPatterson Global Advisors LLC,

  as its investment advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert H.
  Weiss

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: Robert H.
  Weiss

  
	
   

  	
  Title: General
  Counsel

  
	
   

  	
   

  
	
   

  	
  MatlinPatterson
  Address:

  
	
   

  	
   

  
	
   

  	
  MatlinPatterson
  Global Opportunities Partners, L.P.

  
	
   

  	
  500 Madison
  Avenue

  
	
   

  	
  New York, New
  York 10022

  
	
   

  	
  Attention: David
  Matlin

  
	
   

  	
  Facsimile: (212)
  651-4011

  
	
   

  	
   

  
	
   

  	
  With a copy to:

  
	
   

  	
   

  
	
   

  	
  Whalen LLP

  
	
   

  	
  600 Anton
  Boulevard, 18th Floor

  
	
   

  	
  Costa Mesa,
  California 92626

  
	
   

  	
  Attention:
  Michael P. Whalen

  
	
   

  	
  Facsimile: (714)
  384-4341

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MATLINPATTERSON
  GLOBAL

  OPPORTUNITIES PARTNERS B L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  MatlinPatterson Global Advisors LLC, as its investment advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert H.
  Weiss

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: Robert H.
  Weiss

  
	
   

  	
  Title: General
  Counsel

  



 



 25
 









 


	
  

  	
  MatlinPatterson
  Address:

  
	
   

  	
   

  
	
   

  	
  MatlinPatterson
  Global Opportunities Partners, L.P.

  
	
   

  	
  500 Madison
  Avenue

  
	
   

  	
  New York, New
  York 10022

  
	
   

  	
  Attention: David
  Matlin

  
	
   

  	
  Facsimile: (212)
  651-4011

  
	
   

  	
   

  
	
   

  	
  With a copy to:

  
	
   

  	
   

  
	
   

  	
  Whalen LLP

  
	
   

  	
  600 Anton
  Boulevard, 18th Floor

  
	
   

  	
  Costa Mesa,
  California 92626

  
	
   

  	
  Attention:
  Michael P. Whalen

  
	
   

  	
  Facsimile: (714)
  384-4341

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MATLINPATTERSON
  GLOBAL

  OPPORTUNITIES PARTNERS

  (BERMUDA) L.P.

  
	
   

  	
   

  
	
   

  	
  By:
  MatlinPatterson Global Advisors LLC,

  as its investment advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert H.
  Weiss

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: Robert H.
  Weiss

  
	
   

  	
  Title: General
  Counsel

  
	
   

  	
   

  
	
   

  	
  MatlinPatterson
  Address:

  
	
   

  	
   

  
	
   

  	
  MatlinPatterson
  Global Opportunities Partners, L.P.

  
	
   

  	
  500 Madison
  Avenue

  
	
   

  	
  New York, New
  York 10022

  
	
   

  	
  Attention: David
  Matlin

  
	
   

  	
  Facsimile: (212)
  651-4011

  
	
   

  	
   

  
	
   

  	
  With a copy to:

  



 



 26
 









 


	
  

  	
  Whalen LLP

  
	
   

  	
  600 Anton
  Boulevard, 18th Floor

  
	
   

  	
  Costa Mesa,
  California 92626

  
	
   

  	
  Attention:
  Michael P. Whalen

  
	
   

  	
  Facsimile: (714)
  384-4341

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN CANCER
  FOUNDATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon M.
  Huntsman

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: Jon M.
  Huntsman

  
	
   

  	
  Title: Chairman

  
	
   

  	
   

  
	
   

  	
  Foundation
  Address:

  
	
   

  	
   

  
	
   

  	
  Huntsman Cancer
  Foundation

  
	
   

  	
  500 Huntsman Way

  
	
   

  	
  Salt Lake City,
  Utah 84108

  
	
   

  	
  Attention:
  Thomas Muir

  
	
   

  	
  Facsimile: (     )

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Peter
  Huntsman

  
	
   

  	
  Peter Huntsman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile: (     )

  
				



 



 27
 









 


	
  

  	
  /s/ J. Kimo
  Esplin

  
	
   

  	
  J. Kimo Esplin

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile: (     )

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Samuel D.
  Scruggs

  
	
   

  	
  Samuel D.
  Scruggs

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile: (     )

  



 



 28