Exhibit 4.5

EXECUTION COPY

HUNTSMAN LLC

$300,000,000 11.5% Senior Notes due 2012
$100,000,000 Senior Floating Rate Notes due 2011

unconditionally guaranteed as to the
payment of principal, premium,
if any, and interest by

Airstar Corporation
Huntsman Australia Inc.
Huntsman Chemical Company LLC
Huntsman Chemical Finance Corporation
Huntsman Chemical Purchasing Corporation
Huntsman Enterprises Inc.
Huntsman Expandable Polymers Company, LC
Huntsman Family Corporation
Huntsman Fuels, L.P.
Huntsman Group Holdings Finance Corporation
Huntsman Group Intellectual Property Holdings Corporation
Huntsman Headquarters Corporation
Huntsman International Chemicals Corporation
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 Purchasing, Ltd.
Huntsman Specialty Chemicals Corporation
Huntsman Specialty Chemicals Holdings Corporation
JK Holdings Corporation
Petrostar Fuels LLC
Petrostar Industries LLC
Polymer Materials Inc.

Exchange and Registration Rights Agreement

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June 22,
2004

Credit
Suisse First Boston LLC
Deutsche Bank Securities Inc.
Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.
UBS Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
        c/o Credit Suisse First Boston LLC
        11 Madison Avenue
        New York, NY 10010

Ladies
and Gentlemen:

Huntsman
LLC, a Utah limited liability company (the "Company"), proposes to issue and sell to the Purchasers (as defined herein) upon the
terms set forth in the Purchase Agreement (as defined herein) $300,000,000 aggregate principal amount of its 11.5% Senior Notes due 2012 (the "Fixed Rate
Notes") and $100,000,000 aggregate principal amount of its Senior Floating Rate Notes due 2011 (the "Floating Rate Notes"),
which are unconditionally guaranteed by each of the guarantors listed on Schedule I hereto.

Pursuant
to the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the
benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

1.Certain Definitions.For purposes of this Exchange and Registration Rights Agreement, the following terms
shall have the following respective meanings:

"Base Interest" shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without
giving effect to the provisions of this Exchange and Registration Rights Agreement.

"broker-dealer" shall mean any broker or dealer registered with the Commission under the Exchange Act.

"Closing Date" shall mean the date on which the Securities are initially issued.

"Commission" shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the
Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

"Effective Time" in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the
Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which
the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

"Electing Holder" shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the
Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

"Exchange Act" shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time.

"Exchange Offer" shall have the meaning assigned thereto in Section 2(a) hereof.

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"Exchange Registration" shall have the meaning assigned thereto in Section 3(c) hereof.

"Exchange Registration Statement" shall have the meaning assigned thereto in Section 2(a) hereof.

"Exchange Securities" shall have the meaning assigned thereto in Section 2(a) hereof.

"Fixed Rate Notes" shall have the meaning assigned thereto in the introductory paragraphs to this Exchange and Registration Rights
Agreement.

"Floating Rate Notes" shall have the meaning assigned thereto in the introductory paragraphs to this Exchange and Registration Rights
Agreement.

"Guarantee" shall have the meaning assigned thereto in the Indenture.

"Guarantor" shall have the meaning assigned thereto in the Indenture.

"holder" shall mean each of the Purchasers and other persons who acquire Registrable Securities from time to time (including any
successors or assigns), in each case for so long as such person owns any Registrable Securities.

"Indenture" shall mean the Indenture, dated as of June 22 2004, between the Company, the Guarantors and HSBC Bank USA, as Trustee,
as the same shall be amended from time to time relating to the Securities.

"Notice and Questionnaire" means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of
Exhibit A hereto.

"person" shall mean a corporation, association, partnership, limited liability company, organization, business, individual, government or
political subdivision thereof or governmental agency.

"Purchase Agreement" shall mean the Purchase Agreement, dated as of June 15, 2004, among the Purchasers, the Guarantors and the
Company relating to the Securities.

"Purchasers" shall mean the Purchasers named in Schedule I to the Purchase Agreement.

"Registrable Securities" shall mean the Securities;provided, however,that a Security
shall cease to be a Registrable Security when (i) in the circumstances contemplated by Section 2(a) hereof, the Security has been exchanged for an Exchange Security in an Exchange Offer
as contemplated in Section 2(a) hereof (providedthat any Exchange Security that, pursuant to the last two sentences of Section 2(a), is
included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be a
Registrable Security with respect to Sections 5, 6 and 9 until resale of such Security has been effected within the 120-day period referred to in Section 2(a)); (ii) in the
circumstances contemplated by Section 2(b) hereof, a Shelf Registration Statement registering such Security under the Securities Act has been declared or becomes effective and such Security has
been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) such Security is sold pursuant to
Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Company or
pursuant to the Indenture; (iv) such Security is eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to be outstanding.

"Registration Default" shall have the meaning assigned thereto in Section 2(c) hereof.

"Registration Default Period" shall have the meaning assigned thereto in Section 2(c) hereof.

"Registration Expenses" shall have the meaning assigned thereto in Section 4 hereof.

"Resale Period" shall have the meaning assigned thereto in Section 2(a) hereof.

"Restricted Holder" shall mean (i) a holder that is an affiliate of the Company within the meaning of Rule 405,
(ii) a holder who acquires Exchange Securities outside the ordinary course of such

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holder's
business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and
(iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired
by the broker-dealer directly from the Company.

"Rule 144," "Rule 405"and"Rule 415" shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended
from time to time.

"Securities" shall mean the Fixed Rate Notes and the Floating Rate Notes of the Company to be issued and sold to the Purchasers pursuant
to the Purchase Agreement, and securities issued in exchange therefor or in lieu thereof pursuant to the Indenture (other than Exchange Securities). Each Security is entitled to the benefit of the
Guarantee provided for in the Indenture and, unless the context otherwise requires, any reference herein to a "Security," an "Exchange Security" or a "Registrable Security" shall include a reference
to the related Guarantee.

"Securities Act" shall mean the Securities Act of 1933, or any successor thereto, as the same shall be amended from time to time.

"Shelf Registration" shall have the meaning assigned thereto in Section 2(b) hereof.

"Shelf Registration Statement" shall have the meaning assigned thereto in Section 2(b) hereof.

"Special Interest" shall have the meaning assigned thereto in Section 2(c) hereof.

"Trustee" shall have the meaning assigned thereto in the Indenture.

"Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms
promulgated thereunder, all as the same shall be amended from time to time.

Unless
the context otherwise requires, any reference herein to a "Section" or "clause" refers to a Section or clause, as the case may be, of this Exchange and Registration Rights
Agreement, and the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Exchange and Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

2.Registration Under the Securities Act.

(a)   Except
as set forth in Section 2(b) below, the Company agrees to use its reasonable best efforts to file under the Securities Act no later than 150 days
after June 22, 2004, a registration statement relating to offers to exchange (such registration statement, the "Exchange Registration Statement,"
and such offers, collectively, the "Exchange Offer") any and all of the Registrable Securities of each series of Securities for a like aggregate
principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantee are substantially identical to the applicable series of Securities and
the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the applicable Indenture or is such Indenture and which has been
qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for registration
rights or the Special Interest contemplated in Section 2(c) below (such new debt securities and guarantee hereinafter called "Exchange
Securities"). The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act no later than
210 days following June 22, 2004. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and
regulations under the Exchange Act. The Company further agrees to use its reasonable best efforts to commence and complete the Exchange Offer promptly, hold the Exchange Offer open for at least
20 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange
Offer

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will
be deemed to have been "completed" only if the debt securities and related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon
receipt, transferable by each such holder without restriction under the Securities Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States
of the United States of America, it being understood that broker-dealers receiving Exchange Notes will be subject to certain prospectus delivery requirements with respect to resale of the Exchange
Notes. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities
pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not
withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 days following the commencement of the Exchange Offer. The Company agrees (x) to
include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration
Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the
earlier of the expiration of the 120th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange
Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

Each
holder that participates in the Exchange Offer will be required, as a condition to its participation in the Exchange Offer, to represent to the Company in writing (which may be
contained in the applicable letter of transmittal) (i) that any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) that at the time of
the commencement of the Exchange Offer, such holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the
Exchange Securities in violation of the provisions of the Securities Act, (iii) that such holder is not an affiliate of the Company within the
meaning of the Securities Act and (iv) that such holder is not acting on behalf of a Person who could not make the foregoing representations. In addition, each broker-dealer that will receive
Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making or other trading activities (an "Exchanging
Dealer") will be required to represent that the Securities being tendered by such broker-dealer were acquired in ordinary trading or market-making activities. A broker-dealer
that is not able to make the foregoing representation will not be permitted to participate in the Exchange Offer.

(b)   If
on or prior to the time the Exchange Offer is completed, any law or the existing Commission interpretations are changed such that (i) the debt securities or
the related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without
restriction under the Securities Act, (ii) the Exchange Offer has not been completed within 255 days following June 22, 2004 or (iii) the Exchange Offer is not available to
any holder of the Securities by reason of U.S. law or Commission policy (other than due solely to the status of such holder as an affiliate of the Company within the meaning of the Securities Act or
as an Exchanging Dealer), the Company shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file under the
Securities Act as soon as practicable, but no later than the later of 75 days after the time such obligation to file arises, a "shelf" registration statement providing for the registration of,
and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing,
the "Shelf Registration" and such registration statement, the "Shelf Registration Statement"). The
Company agrees to use its reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 210 days after such Shelf Registration
Statement is filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier

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of
the second anniversary of the Effective Time or such time as there are no longer any Registrable Securities outstanding;provided, however, that
(I) no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the
prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder and (II) the Company shall be permitted to take any action that would suspend
the effectiveness of a Shelf Registration Statement or result in holders covered by a Shelf Registration Statement not being able to offer and sell such Securities if (i) such action is
required by law or (ii) such action is taken by the Company in good faith and for valid business reasons involving a material undisclosed event, and (y) after the Effective Time of the
Shelf Registration Statement, within 30 days following the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable
such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder
in the Shelf Registration Statement;provided, however,that nothing in this clause (y) shall relieve any such holder of the obligation to return
a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii) hereof. The Company further agrees to supplement or make amendments to the Shelf
Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the
Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used
or promptly following its filing with the Commission.

(c)   In
the event that (i) the Company has not filed the Exchange Registration Statement or Shelf Registration Statement on or before the date on which such
registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become
effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or
2(b), respectively, or (iii) the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange
Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and
declared effective but shall thereafter either be withdrawn by the Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending
the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective
(each such event referred to in clauses (i) through (iv), a "Registration Default" and each period during which a Registration Default has
occurred and is continuing, a "Registration Default Period"), then, as liquidated damages for such Registration Default, subject to the provisions of
Section 9(b), special interest ("Special Interest"), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first
90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third
90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period;provided,
however, that Special Interest shall not accrue if the failure of the Company to comply with its obligations hereunder is a result of the failure of any of the holders,
underwriters, Purchasers or placement or sales agents to fulfill their respective obligations hereunder; andprovided, further, Special Interest shall only
accrue until, but excluding, the earlier of (1) the date on which such Registration Default has been cured
or (2) the date on which the Securities accruing such Special Interest cease to be Registrable Securities. Special Interest accrued for any period shall be payable at the relevant interest
payment date for such period under the terms of the applicable series of Securities.

(d)   Notwithstanding
the foregoing: (1) the amount of Special Interest that accrues will not increase because more than one Registration Default has occurred and is
pending; (2) a holder of

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Registrable
Securities or Exchange Securities who is not entitled to the benefits of the Shelf Registration Statement (including, but not limited to any such holder who has not returned a completed
and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii) hereof) will not be entitled to Special Interest with respect to a Registration Default that
pertains to the Shelf Registration Statement; and (3) a holder of Registrable Securities constituting an unsold allotment from the original sale of the notes or who otherwise is not entitled to
participate in the Exchange Offer will not be entitled to the accrual of Special Interest by reason of a Registration Default that pertains to the Exchange Offer.

(e)   The
Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein
are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the registration statement contemplated in Section 2(a) or 2(b) hereof, as
applicable.

(f)    Any
reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference
as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time.

3.Registration Procedures.

If
the Company files a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:



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4.Registration Expenses.

The
Company agrees to bear and to pay or cause to be paid promptly all expenses incident to the Company's performance of or compliance with this Exchange and Registration Rights
Agreement, including (a) all Commission and any NASD registration, filing and review fees and expenses, (b) all

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fees
and expenses in connection with the qualification of the Securities for offering and sale under the State securities and blue sky laws referred to in Section 3(d)(xii) hereof under
the laws of such jurisdictions as any managing underwriters or the Electing Holders may designate, including any fees and disbursements of one counsel for the Electing Holders or underwriters in
connection with such qualification, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed
hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, and the expenses of preparing the Securities for delivery,
(d) messenger, telephone and delivery expenses relating to the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee under the Indenture,
(f) internal expenses (including all salaries and expenses of the Company's officers and employees performing legal or accounting duties), (g) fees, disbursements and expenses of counsel
and independent certified public accountants of the Company (including the expenses of any opinions or "cold comfort" letters required by or incident to such performance and compliance),
(h) reasonable fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a
majority in aggregate principal amount of the Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Company), (j) any fees charged by securities
rating services for rating the Securities, and (k) fees, expenses and disbursements of any other persons, including special experts, retained by the Company in connection with such registration
(collectively, the "Registration Expenses"). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable
Securities or any placement or sales agent therefor or underwriter thereof, the Company shall reimburse such person for the full amount of the reasonable Registration Expenses so incurred, assumed or
paid promptly after receipt of a request therefor. Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting
discounts and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or
jointly), other than the counsel and experts specifically referred to above.

5.Representations and Warranties.

The
Company and the Guarantors represent and warrant to, and agree with, each Purchaser and each of the holders from time to time of Registrable Securities that:



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6.Indemnification.

(a)Indemnification by the Company and the Guarantors.The Company and the Guarantors, jointly and severally, will indemnify
and hold harmless each broker dealer selling Exchange Securities during the Resale Period, and each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement against
any losses, claims, damages or liabilities, joint or several, to which such holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration
Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the
Company to any such holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse such holder for any out-of-pocket legal or other expenses reasonably incurred by them in connection
with investigating or defending any such action or claim as such expenses are incurred;provided, however,that (i) neither the Company nor any
Guarantor shall be liable to any such person in any such case to

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the
extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration
statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by any holder,
placement or sales agent or underwriter expressly for use therein and (ii) such indemnity with respect to any preliminary prospectus shall not inure to the benefit of any holder, placement
agent or underwriter (or any person controlling such person) to the extent that any loss, claim, damage or liability of such person results from the fact that such person sold Securities to a person
as to whom it shall be established that there was not sent or given, a copy of the final prospectus (or the final prospectus as amended or supplemented) at or prior to the confirmation of the sale of
such Securities to such person if (x) the Company has previously furnished copies thereof in sufficient quantity to such indemnified person and the loss, claim, damage or liability of such
indemnified person results from an untrue statement or omission of a material fact contained in such preliminary prospectus which was corrected in the final prospectus (or the final prospectus as
amended or supplemented) and (y) such loss, liability, claim, damage or expense would have been eliminated by the delivery of such corrected final prospectus or the final prospectus as then
amended or supplemented.

(b)Indemnification by the Holders and Any Agents and Underwriters.As a condition to including any Registrable Securities in
any registration statement filed pursuant to Section 2(b) hereof or to entering into any underwriting agreement with respect thereto, each Electing Holder of such Registrable Securities and
each underwriter named in any such underwriting agreement, severally and not jointly, will (i) indemnify and hold harmless the Company,the
Guarantors, and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Company,the Guarantors or
such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder or underwriter expressly for use
therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in connection with investigating or defending
any such action or claim as such expenses are incurred;provided, however,that no such Electing Holder shall be required to undertake liability to any
person under this Section 6(b) for any amounts in excess of the proceeds to be received by such Electing Holder from the sale of such Electing Holder's Registrable Securities pursuant to such
registration.

(c)Notices of Claims, Etc.Promptly after receipt by an indemnified party under Section 6(a) or Section 6(b)
above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification
provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to any indemnified party otherwise than under the indemnification provisions of or contemplated by Section 6(a) or 6(b) above. In case any such
action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to
the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from

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the
indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other
counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. In no event shall the
indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party. No indemnifying party shall be liable under this Section 6(c) for any settlement of any claim or action effected without its consent,
which consent shall not be unreasonably withheld.

(d)Contribution.If for any reason the indemnification provisions contemplated by Section 6(a) or Section 6(b)
above are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims,
damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party 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 such
indemnifying party or by such indemnified party, and the parties' 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 contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the holders or any agents or underwriters or all of
them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount
paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees
or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d), no holder
shall be required to contribute any amount in excess of the amount by which the proceeds received by such holder from the sale of any Registrable Securities (after deducting any fees, discounts and
commissions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The holders' and any underwriters' obligations in this Section 6(d) to contribute shall be several in proportion to the principal amount of
Registrable Securities registered or underwritten, as the case may be, by them and not joint.

18

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(e)   The
obligations of the Company and the Guarantors under this Section 6 shall be in addition to any liability which the Company or the Guarantors may otherwise
have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder, agent and underwriter and each person, if any, who controls any holder, agent or
underwriter within the meaning of the Securities Act; and the obligations of the holders and any agents or underwriters contemplated by this Section 6 shall be in addition to any liability
which the respective holder, agent or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company or the Guarantors and to each
person, if any, who controls the Company or a Guarantor within the meaning of the Securities Act.

7.Underwritten Offerings.

(a)Selection of Underwriters.If any of the Registrable Securities covered by the Shelf Registration are to be sold pursuant
to an underwritten offering, the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable
Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company.

(b)Participation by Holders.Each holder of Registrable Securities hereby agrees with each other such holder that no such
holder may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder's Registrable 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 questionnaires, powers of attorney, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting arrangements.

8.Rule 144.

The
Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required
to be filed by it under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144
adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities may
reasonably request, 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 limitations of the
exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon
the request of any holder of Registrable Securities in connection with that holder's sale pursuant to Rule 144, the Company shall deliver to such holder a written statement as to whether it has
complied with such requirements.

9.Miscellaneous.

(a)No Inconsistent Agreements.The Company represents, warrants, covenants and agrees that it has not granted, and shall not
grant, registration rights with respect to Registrable Securities or any other securities which would be inconsistent with the terms contained in this Exchange and Registration Rights Agreement.

(b)Remedy.Special interest is the sole remedy available to holders of Registrable Securities in the event the Company does
not comply with any of its registration and other obligations set forth in Section 2 herein. In addition, the parties hereto acknowledge that there would be no adequate remedy at law if the
Company fails to perform any of its other obligations under Sections 4, 6, or 8 hereunder and that the Purchasers and the holders from time to time of the Registrable Securities may be irreparably
harmed by any such failure, and accordingly agree that the Purchasers and such holders, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel
specific performance of such obligations in accordance with the terms and conditions of this

19

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Exchange
and Registration Rights Agreement, in any court of the United States or any State thereof having jurisdiction.

(c)Notices.All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall
be deemed to have been duly given when delivered by hand, if delivered personally or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return
receipt requested) as follows: If to the Company, to it at 500 Huntsman Way, Salt Lake City, Utah 84108, Attention: General Counsel, and if to a holder, to the address of such holder set forth in the
security register or other records of the Company, or to such other address as the Company or any such holder may have furnished to the other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.

(d)Parties in Interest.All the terms and provisions of this Exchange and Registration Rights Agreement shall be binding
upon, shall inure to the benefit of and shall be enforceable by the parties hereto and the holders from time to time of the Registrable Securities and the respective successors and assigns of the
parties hereto and such holders. In the event that any transferee of any holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase,
operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Registrable Securities shall be held
subject to all of the terms of this Exchange and Registration Rights Agreement, and by taking and holding such Registrable Securities such transferee shall be entitled to receive the benefits of, and
be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Exchange and Registration Rights Agreement. If the Company shall so request, any such successor,
assign or transferee shall agree in writing to acquire and hold the Registrable Securities subject to all of the applicable terms hereof.

(e)Survival.The respective indemnities, agreements, representations, warranties and each other provision set forth in this
Exchange and Registration Rights Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf
of any holder of Registrable Securities, any director, officer or partner of such holder, any agent or underwriter or any director, officer or partner thereof, or any controlling person of any of the
foregoing, and shall survive delivery of and payment for the Registrable Securities pursuant to the Purchase Agreement and the transfer and registration of Registrable Securities by such holder and
the consummation of an Exchange Offer.

(f)Governing Law.This Exchange and Registration Rights Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without reference to the conflict of law rules thereof.

(g)Headings.The descriptive headings of the several Sections and paragraphs of this Exchange and Registration Rights
Agreement are inserted for convenience only, do not constitute a part of this Exchange and Registration Rights Agreement and shall not affect in any way the meaning or interpretation of this Exchange
and Registration Rights Agreement.

(h)Entire Agreement; Amendments.This Exchange and Registration Rights Agreement and the other writings referred to herein
(including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter.
This Exchange and Registration Rights Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Exchange and Registration Rights
Agreement may be amended and the observance of any term of this Exchange and Registration Rights Agreement may be waived (either generally or in a particular instance and either retroactively or
prospectively) only by a written instrument duly executed by the Company and the holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding.
Each holder of any of the Registrable Securities at the time or thereafter outstanding shall

20

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be
bound by any amendment or waiver effected pursuant to this Section 9(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable
Securities or is delivered to such holder.

(i)Inspection.For so long as this Exchange and Registration Rights Agreement shall be in effect, this Exchange and
Registration Rights Agreement and a complete list of the names and addresses of all the holders of Registrable Securities shall be made available for inspection and copying on any business day by any
holder of Registrable Securities for proper purposes only (which shall include any purpose related to the rights of the holders of Registrable Securities under the Securities, the Indenture and this
Exchange and Registration Rights Agreement) at the offices of the Trustee under the Indenture.

(j)Counterparts.This Exchange and Registration Rights Agreement may be executed by the parties in counterparts, each of
which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

21

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EXECUTION COPY

If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon the acceptance hereof by you, on behalf
of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, the Guarantors and the Company. It is understood that your
acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company for
examination upon request, but without warranty on your part as to the authority of the signers thereof.

Very
truly yours,

|Huntsman LLC |                                                                                                
|------------ | -----------------------------------------------------------------------------------------------
|By:          | /s/SAMUEL D. SCRUGGSName: Samuel D. Scruggs
Title: Executive Vice President and General Counsel

S-1

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|GUARANTORS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Huntsman Specialty Chemicals Corporation
Huntsman Specialty Chemicals Holdings Corporation
Huntsman Chemical Purchasing Corporation
Huntsman International Chemicals Corporation
Huntsman International Trading Corporation
Huntsman Petrochemical Purchasing Corporation
Polymer Materials Inc.
Airstar Corporation
Huntsman Procurement Corporation
JK Holdings Corporation
Huntsman Australia Inc.
Huntsman Chemical Finance Corporation
Huntsman Enterprises Inc.
Huntsman Family Corporation
Huntsman Group Holdings Finance Corporation
Huntsman Group Intellectual Property Holdings Corporation
Huntsman International Services Corporation
Huntsman MA Investment Corporation
Huntsman MA Services Corporation
Huntsman Petrochemical Finance Corporation
Huntsman Expandable Polymers Company, LCBy:        Huntsman International Chemicals Corporation, its Manager Huntsman Petrochemical Canada Holdings Corporation
Huntsman Polymers Holdings Corporation
Huntsman Chemical Company LLC
Huntsman Petrochemical Corporation
Huntsman Polymers Corporation
Huntsman Fuels, L.P.By:        Petrostar Fuels LLC, its General Partner Petrostar Fuels LLC
Huntsman Purchasing, Ltd.By:        Huntsman Procurement Corporation, its General Partner Petrostar Industries LLC
Huntsman Headquarters Corporation | 

|By: | /s/SAMUEL D. SCRUGGSName: Samuel D. Scruggs
Title: Executive Vice President and General Counsel | 
|--- | ----------------------------------------------------------------------------------------------- | 

S-2

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Accepted
as of the date hereof:

Credit Suisse First Boston LLC
Deutsche Bank Securities Inc.
Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.
UBS Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated

|By: | Credit Suisse First Boston LLC                                 | 
|--- | -------------------------------------------------------------- | 
|By: | /s/DAVID P. FARISName: David P. Faris
Title: Managing Director | 

S-3

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SCHEDULE I

|GUARANTORS                                                |  | JURISDICTION
OF
ORGANIZATION
|--------------------------------------------------------- |  | ----------------------------
|Airstar Corporation                                       |  | Utah                        
|Huntsman Australia Inc.                                   |  | Utah                        
|Huntsman Chemical Company LLC                             |  | Utah                        
|Huntsman Chemical Finance Corporation                     |  | Utah                        
|Huntsman Chemical Purchasing Corporation                  |  | Utah                        
|Huntsman Enterprises Inc.                                 |  | Utah                        
|Huntsman Expandable Polymers Company, LC                  |  | Utah                        
|Huntsman Family Corporation                               |  | Utah                        
|Huntsman Fuels, L.P.                                      |  | Texas                       
|Huntsman Group Holdings Finance Corporation               |  | Utah                        
|Huntsman Group Intellectual Property Holdings Corporation |  | Utah                        
|Huntsman Headquarters Corporation                         |  | Utah                        
|Huntsman International Chemicals Corporation              |  | Utah                        
|Huntsman International Services Corporation               |  | Texas                       
|Huntsman International Trading Corporation                |  | Delaware                    
|Huntsman MA Investment Corporation                        |  | Utah                        
|Huntsman MA Services Corporation                          |  | Utah                        
|Huntsman Petrochemical Canada Holdings Corporation        |  | Utah                        
|Huntsman Petrochemical Corporation                        |  | Delaware                    
|Huntsman Petrochemical Finance Corporation                |  | Utah                        
|Huntsman Petrochemical Purchasing Corporation             |  | Utah                        
|Huntsman Polymers Corporation                             |  | Delaware                    
|Huntsman Polymers Holdings Corporation                    |  | Utah                        
|Huntsman Procurement Corporation                          |  | Utah                        
|Huntsman Purchasing, Ltd.                                 |  | Utah                        
|Huntsman Specialty Chemicals Corporation                  |  | Delaware                    
|Huntsman Specialty Chemicals Holdings Corporation         |  | Utah                        
|JK Holdings Corporation                                   |  | Delaware                    
|Petrostar Fuels LLC                                       |  | Delaware                    
|Petrostar Industries LLC                                  |  | Delaware                    
|Polymer Materials Inc.                                    |  | Utah                        

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Exhibit A

Huntsman LLCINSTRUCTION TO DTC PARTICIPANTS (Date of Mailing)URGENTIMMEDIATE ATTENTION REQUESTEDDEADLINE FOR RESPONSE: [DATE]*

The
Depository Trust Company ("DTC") has identified you as a DTC Participant through which beneficial interests in the Huntsman LLC (the "Company")
[11.5% Senior Notes due 2012] [Senior Floating Rate Notes due 2011] (the "Securities") are held.

The
Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration
statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possibleas their rights to have the
Securities included in the registration statement depend upon their returning the Notice and Questionnaire by[Deadline For
Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies
of the enclosed materials or have any questions pertaining to this matter, please contact Huntsman LLC, 500 Huntsman Way, Salt Lake City, Utah 84108, (801) 532-5200.

---

---



Huntsman
LLC

Notice
of Registration Statement
andSelling Securityholder Questionnaire

(Date)

Reference
is hereby made to the Exchange and Registration Rights Agreement (the "Exchange and Registration Rights Agreement") among Huntsman LLC (the
"Company"), the Guarantors named therein and the Purchasers named therein. Pursuant to the Exchange and Registration Rights Agreement, the Company has
filed with the United States Securities and Exchange Commission (the "Commission") a registration statement on Form [___](the "Shelf Registration Statement") for the registration and resale under
Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Company's [11.5% Senior Notes due 2012]
[Floating Rate Senior Notes due 2011] (the "Securities"). A copy of the Exchange and Registration Rights Agreement has been
filed as an exhibit to the Shelf Registration Statement. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each
beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to
have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire ("Notice and
Questionnaire") must be completed, executed and delivered to the Company's counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial
owners of Registrable Securities who do not complete, execute and return this Notice and
Questionnaire by such date (i) will
not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the prospectus forming a part thereof for resales of Registrable Securities.

Certain
legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable
Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and
related prospectus.

The
term "Registrable Securities" is defined in the Exchange and Registration Rights Agreement.

ELECTION

The
undersigned holder (the "Selling Securityholder") of Registrable Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such
Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange
and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

Upon
any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company and the Trustee for the Securities the
Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

2

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The
Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

QUESTIONNAIRE

|(1) |  | (a)                                                                                                                                                                                                                                                                                                                |  | Full Legal Name of Selling Securityholder:                                                                                                                       
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                  
|    |  | (b)                                                                                                                                                                                                                                                                                                                |  | Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in Item (3) below:                                       
|    |  |                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                  
|    |  | (c)                                                                                                                                                                                                                                                                                                                |  | Full Legal Name of Euroclear Participant (if applicable and if not the same as (b) above) Through Which Registrable Securities Listed in Item (3) below are Held:
|    |  |                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                  
|(2) |  | Address for Notices to Selling Securityholder:                                                                                                                                                                                                                                                                    
|    |  |                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                  
|    |  |                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                  
|    |  |                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                  
|    |  | Telephone:                                                                                                                                                                                                                                                                                                        
|    |  |                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                  
|    |  | Fax:                                                                                                                                                                                                                                                                                                              
|    |  |                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                  
|    |  | Contact Person:                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                  
|(3) |  | Beneficial Ownership of Securities:                                                                                                                                                                                                                                                                               
|    |  | Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.                                                                                                                                                                                                             
|    |  | (a)                                                                                                                                                                                                                                                                                                                |  | Principal amount of Registrable Securities beneficially owned:                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                    |  | CUSIP/ISIN No(s). of such Registrable Securities:                                                                                                                
|    |  | (b)                                                                                                                                                                                                                                                                                                                |  | Principal amount of Securities other than Registrable Securities beneficially owned:                                                                             
|    |  |                                                                                                                                                                                                                                                                                                                    |  | ___________________________________________________________
CUSIP/ISIN No(s). of such other Securities:                                                          
|    |  | (c)                                                                                                                                                                                                                                                                                                                |  | Principal amount of Registrable Securities which the undersigned wishes to be included in the Shelf Registration Statement:                                      
|    |  |                                                                                                                                                                                                                                                                                                                    |  | CUSIP/ISIN No(s). of such Registrable Securities to be included in the Shelf Registration Statement:                                                             
|(4) |  | Beneficial Ownership of Other Securities of the Company:                                                                                                                                                                                                                                                          
|    |  | Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Company, other than the Securities listed above in Item
(3).                                                                                          
|    |  | State any exceptions here:                                                                                                                                                                                                                                                                                        
|(5) |  | Relationships with the Company:                                                                                                                                                                                                                                                                                   
|    |  | Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material
relationship with the Company (or its predecessors or affiliates) during the past three years.
|    |  | State any exceptions here:                                                                                                                                                                                                                                                                                        
|    |  |                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                  

3

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|(6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Plan of Distribution:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold
from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices
at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation
service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or
(iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the
Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable
Securities to broker-dealers that in turn may sell such securities.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | State any exceptions here:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the
transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.                                                                                                                                                                                                                                                                                        
|By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related
Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus.                                                                                                                                                                                                                                                   
|In accordance with the Selling Securityholder's obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All notices
hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

|(i)  |  | To the Company: |  | Huntsman LLC
500 Huntsman Way
Salt Lake City, Utah 84108
Attention: General Counsel                   
|---- |  | --------------- |  | ------------------------------------------------------------------------------------------------------
|(ii) |  | With a copy to: |  | Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin
Houston, TX 77002
Attention: Jeffery B. Floyd

4

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Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company's counsel, the terms of this Notice and Questionnaire, and the
representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns
of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall
be governed in all respects by the laws of the State of New York.

IN
WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:



PLEASE
RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE[DEADLINE FOR RESPONSE]TO THE
COMPANY'S COUNSEL AT:



5

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Exhibit B

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

HSBC
Bank USA
Huntsman LLC
c/o HSBC Bank USA
452 Fifth Avenue
New York, New York 10018
Attention: Huntsman Administrator



Dear
Sirs:

Please
be advised that has transferred $                        aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form [    ](File No. 333-            ) filed by the Company.

We
hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes
is named as a "Selling Holder" in the Prospectus dated[date]or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such owner's name.

Dated:

| |  | Very truly yours,
| |  | -----------------
| |  |                  
| |  |                  
| |  | By:              
| |  |                  

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