Exhibit 4.2


Execution Copy


 


HUNTSMAN
INTERNATIONAL LLC


 


AND


 


THE GUARANTORS
NAMED HEREIN,


 


AND


 


THE BANK OF
NEW YORK


 


as Trustee


 










 


SUPPLEMENTAL INDENTURE


 


Dated as of December 20, 2005


 


to


 


Indenture


 


Dated as of March 13, 2001


 


101/8% Senior
Subordinated Notes due 2009


 





















 


SUPPLEMENTAL INDENTURE,
dated as of December 20, 2005 (this “Supplemental
Indenture”), between HUNTSMAN INTERNATIONAL LLC, a Delaware limited
liability company (the “Company”),
the Guarantors named herein and THE BANK OF NEW YORK, a New York banking
corporation duly organized under the laws of the State of New York, as trustee
(the “Trustee”).  All capitalized terms used and not defined
herein shall have the respective meanings assigned to them in the Indenture.


 


WHEREAS, the Company, the
Guarantors and the Trustee are parties to an Indenture, dated as of March 13,
2001, as supplemented by the First Supplemental Indenture thereto dated January 11,
2002 and the Supplemental Indenture thereto dated August 16, 2005 (the “Indenture”), pursuant to which the Company
issued its 101/8% Senior Subordinated
Notes due 2009 (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 4.19 and Article XI 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 4.19 of the Indenture, Guarantees the obligations of the Company
under the Indenture and the Notes in the manner specified in Section 11.01
of the Indenture on a subordinated basis as provided in Article XII of the
Indenture, and becomes a party to the Indenture as a Guarantor, in each case
subject to all of the rights, obligations and other provisions and limitations
(including release provisions) of the Indenture relating to Guarantors.


 


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]


 


2





















 


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:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sean Douglas

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
																



 





















 


	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Luis
  Perez

  
	
   

  	
   Name: Luis Perez

  
	
   

  	
   Title: Assistant Vice President