Exhibit 4.5


Execution Copy


 


HUNTSMAN
INTERNATIONAL LLC


 


(As successor by merger to Huntsman LLC)


 


AND


 


THE
GUARANTORS NAMED HEREIN,


 


AND


 


HSBC BANK USA,
NATIONAL ASSOCIATION


 


as Trustee


 










 


SUPPLEMENTAL INDENTURE


 


Dated as of December 20,
2005


 


to


 


Indenture


 


Dated as of September 30,
2003


 


11 5/8
% Senior Secured Notes due 2010


 





















 


SUPPLEMENTAL INDENTURE,
dated as of December 20, 2005 (this “Supplemental
Indenture”), between HUNTSMAN INTERNATIONAL LLC, a Delaware limited
liability company (the “Company”)
as successor by merger to Huntsman LLC, a Utah limited liability company, the
Guarantors named herein, and HSBC BANK USA, NATIONAL ASSOCIATION, a national
banking association duly organized under the laws of the United States, 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 September 30, 2003, as
supplemented by the Supplemental Indenture thereto dated July 13, 2005 and
the Supplemental Indenture thereto dated August 16, 2005 (the “Indenture”), pursuant to which the Company
issued its 11 5/8% Senior Secured Notes Due
2010 (the “Notes”);


 


WHEREAS, on the date hereof, all of the membership
interests of Huntsman Advanced Materials Holdings LLC, a Delaware limited
liability company (“HAMH”), have
been contributed to the Company (the “Contribution”);


 


WHEREAS, in connection with the Contribution, HAMH and the
Subsidiaries of HAMH 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 4.18 and Article X thereof;


 


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
are hereby acknowledged, it is mutually covenanted and agreed, for the equal
proportionate benefit of all Holders of the Notes, as follows:


 


ARTICLE I


 


GUARANTEES


 


Section 1.1                                   Guarantees.  Each New Guarantor hereby, in compliance with
Section 4.18 of the Indenture, Guarantees the obligations of the Company
under the Indenture and the Notes in the manner specified in Section 10.01
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.


 


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

  
					



 


 


[Signature Page to Supplemental
Indenture]


 





















 


	
   

  	
  EXISTING GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  Airstar Corporation

  
	
   

  	
  Eurofuels LLC

  
	
   

  	
  Eurostar Industries LLC

  
	
   

  	
  Huntsman Australia Inc.

  
	
   

  	
  Huntsman Chemical Company LLC

  
	
   

  	
  Huntsman Chemical Finance Corporation

  
	
   

  	
  Huntsman Chemical Purchasing Corporation

  
	
   

  	
  Huntsman EA Holdings LLC

  
	
   

  	
  Huntsman Enterprises, Inc.

  
	
   

  	
  Huntsman Ethyleneamines Ltd.

  
	
   

  	
   

  	
  By:

  	
  Huntsman EA Holdings LLC,

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
  Huntsman Expandable Polymers Company, LC

  
	
   

  	
   

  	
  By:

  	
  Huntsman International Chemicals Corporation,

  
	
   

  	
   

  	
   

  	
  its Sole Member and Manager

  
	
   

  	
  Huntsman Family Corporation

  
	
   

  	
  Huntsman Group Holdings Finance Corporation

  
	
   

  	
  Huntsman Group Intellectual Property Holdings Corporation

  
	
   

  	
  Huntsman Headquarters Corporation

  
	
   

  	
  Huntsman International Chemicals Corporation

  
	
   

  	
  Huntsman International Financial LLC

  
	
   

  	
  Huntsman International Fuels, L.P.

  
	
   

  	
   

  	
  By:

  	
  Eurofuels LLC,

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
  Huntsman International Services Corporation

  
	
   

  	
  Huntsman International Trading Corporation

  
	
   

  	
  Huntsman MA Investment Corporation

  
	
   

  	
  Huntsman MA Services Corporation

  
	
   

  	
  Huntsman Petrochemical Canada Holdings Corporation

  
	
   

  	
  Huntsman Petrochemical Corporation

  
	
   

  	
  Huntsman Petrochemical Finance Corporation

  
	
   

  	
  Huntsman Petrochemical Purchasing Corporation

  
	
   

  	
  Huntsman Polymers Corporation

  
	
   

  	
  Huntsman Polymers Holdings Corporation

  
	
   

  	
  Huntsman Procurement Corporation

  
	
   

  	
  Huntsman Propylene Oxide Holdings LLC

  
	
   

  	
  Huntsman Propylene Oxide Ltd.

  
	
   

  	
   

  	
  By:

  	
  Huntsman Propylene Oxide Holdings LLC,

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
  Huntsman Purchasing, Ltd.

  
	
   

  	
   

  	
  By:

  	
  Huntsman Procurement Corporation,

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
  Huntsman Texas Holdings LLC

  
	
   

  	
  JK Holdings Corporation

  
	
   

  	
  Petrostar Industries LLC

  
	
   

  	
  Polymer Materials Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Sean Douglas

  
	
   

  	
   

  	
  Name:

  	
  Sean Douglas

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
								



 





















 


	
   

  	
  Huntsman Fuels, L.P.

  	
   

  
	
   

  	
   

  	
  By:

  	
  Petrostar Fuels LLC,

  	
   

  
	
   

  	
   

  	
   

  	
  its General Partner

  	
   

  
	
   

  	
  Petrostar Fuels LLC

  	
   

  
	
  Executed as a deed by

  	
  Tioxide Americas Inc.

  	
   

  
	
  Troy M. Keller

  	
   

  	
   

  
	
  for and on behalf of

  	
   

  
	
  Tioxide Americas Inc.

  	
   

  	
  By:

  	
  /s/ Troy M. Keller

  
	
  in the presence of

  	
   

  	
  Name:

  	
  Troy M. Keller

  
	
   

  	
   

  	
  Title:

  	
  Assistant Secretary

  
	
  /s/ Mary K. Klinefelter

  	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  
	
   

  	
  Tioxide Group

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Peter R. Huntsman

  
	
   

  	
   

  	
  Name:

  	
  Peter R. Huntsman

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. Kimo Esplin

  
	
   

  	
   

  	
  Name:

  	
  J. Kimo Esplin

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW GUARANTORS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Huntsman Advanced
  Materials Americas Inc.

  	
   

  
	
   

  	
  Huntsman Advanced
  Materials Holdings LLC

  	
   

  
	
   

  	
  Huntsman Advanced
  Materials LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Sean Douglas

  
	
   

  	
   

  	
  Name:

  	
  Sean Douglas

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
																



 





















 


	
   

  	
  HSBC BANK USA, NATIONAL ASSOCIATION

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gloria
  Alli

  	
   

  
	
   

  	
    Name:  Gloria Alli

  
	
   

  	
    Title:    Vice
  President