Exhibit 10.2


 


EXECUTION COPY


 




 





 


HUNTSMAN CORPORATION


 










 


REGISTRATION RIGHTS
AGREEMENT


 










 


Dated December 23,
2008


 




 





 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
   

  	
  Securities Subject to this
  Agreement

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
   

  	
  Shelf Registration

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
   

  	
  Registration Procedures

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
   

  	
  Registration
  Expenses

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
   

  	
  Indemnification;
  Contribution

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
   

  	
  Rule 144

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
   

  	
  Miscellaneous

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  Notice and Questionnaire

  	
   

  	
   

  



 





















 


REGISTRATION RIGHTS
AGREEMENT


 


This
Registration Rights Agreement, dated as of December 23, 2008 (this “Agreement”),
by and among Huntsman Corporation, a Delaware corporation (the “Company”), and Apollo Investment Fund VI, L.P., a
Delaware limited partnership; Apollo Overseas Partners VI, L.P., a Cayman
Island exempted  limited partnership; Apollo
Overseas Partners (Delaware) VI, L.P., a Delaware limited partnership; Apollo
Overseas Partners (Delaware 892) VI, L.P., a Delaware limited
partnership; Apollo Overseas Partners (Germany) VI, L.P., a Cayman Islands
exempted limited partnership; and AAA Guarantor—Co-Invest VI, L.P., a
Guernsey limited partnership (each, a “Purchaser” and,
collectively, the “Purchasers”).


 


WHEREAS, the
Company, Jon M. Huntsman, Peter R. Huntsman, the Huntsman Family
Stockholders (as defined therein) and the Apollo-Related Stockholders (as
defined therein) have entered into that certain Settlement Agreement and
Release dated as of December 14, 2008 (the “Settlement
Agreement”) and the Company and the Purchasers are concurrently
entering into that certain Note Purchase Agreement (the “Purchase
Agreement”) pursuant to which the Purchasers will acquire from the
Company $250,000,000 in principal amount of 7% Convertible Senior Notes
due 2018 (the “Notes”) that
are convertible into shares of common stock, par value $0.01 per share, of
the Company (“Common Stock”); and


 


WHEREAS, the
parties’ entering into this Agreement is a condition to the parties entering
into, and done in consideration of the parties’ mutual agreements under, the
Settlement Agreement and the Purchase Agreement;


 


NOW,
THEREFORE, Huntsman and the Apollo Purchasers, intending to be legally bound,
hereby agree, effective as of the date hereof, as follows:


 


The parties
hereby agree as follows:


 


SECTION 1.                            DEFINITIONS.


 


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


 


“Affiliate” of any specified person means any other person
which, directly or indirectly, is in control of, is controlled by, or is under
common control with, such specified person. For purposes of this definition,
control of a person means the power, direct or indirect, to direct or cause the
direction of the management and policies of such person whether by contract or
otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


 


“Agreement” has the meaning set forth in the Preamble.


 


“Business Day” means a day, other than a Saturday or Sunday,
that in the City of New York, is not a day on which banking institutions are
authorized or required by law, regulation or executive order to close.


 


“Common Stock” has the meaning set forth in the recitals to
this Agreement.


 

















 


“Company” has the meaning set
forth in the Preamble.


 


“Effectiveness Period” has the meaning set forth in Section 3.1(d).


 


“Effectiveness Target Date” has the meaning set forth in Section 3.1(c).


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended from time to time, and the rules and regulations promulgated
thereunder from time to time.


 


“Governmental Authority” means the government of the United
States of America or any state or other political subdivision thereof, or any
other jurisdiction in which the Company or any subsidiary of the Company
conducts all or any part of its business, or which asserts jurisdiction over
any properties of the Company or any subsidiary of the Company, or any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of, or pertaining to, any such government.


 


“Holder” means a Person who owns, beneficially or otherwise,
Registrable Securities.


 


“Lock-Up Period” has the meaning set forth in the Standstill
and Voting Agreement.


 


“Majority” means more than 50%.


 


“Notes” has the meaning set forth in the Recitals to this
Agreement.


 


“Notice and Questionnaire” means a written notice executed by
a respective Holder and delivered to the Company containing substantially the
information called for by the Selling Securityholder Notice and Questionnaire
attached as Annex A hereto.


 


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


 


“Plan of Distribution” has the meaning set forth in Section 4.2(e).


 


“Prior Registration Rights Agreement” means the Registration
Rights Agreement, dated as of February 10, 2005, by and among the Company
and the stockholders party thereto.


 


“Prospectus” means the prospectus included in a Shelf
Registration Statement or Subsequent Shelf Registration Statement, as amended
or supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all material incorporated by
reference into such prospectus.


 


“Purchase Agreement” has the meaning set forth in the
Recitals to this Agreement.


 


“Purchasers” has the meaning set forth in the Preamble.


 


“Registration Expenses” has the meaning set forth in Section 5.1.


 


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“Registrable Securities” means the shares of Common Stock
issuable upon conversion of, or in respect of interest or principal of, the
Notes acquired by Purchasers pursuant to the Purchase Agreement, until such
shares of Common Stock cease to be Registrable Securities in accordance with Section 2.1.


 


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


 


“Securities Act” means the Securities Act of 1933, as amended
from time to time and the rules and regulations promulgated thereunder
from time to time.


 


“Settlement Agreement” has the meaning set forth in the
Recitals to this Agreement.


 


“Shelf Registration Statement” has the meaning set forth in Section 3.1(b).


 


“Subsequent Shelf Registration Statement” has the meaning set
forth in Section 3.2.


 


“Suspension Period” has the meaning set forth in Section 4.2(b).


 


“Voting and Standstill Agreement” means that certain Voting
and Standstill Agreement dated the date hereof between the Company, the
Purchasers and certain affiliates of the Purchasers.


 


SECTION 2.                            SECURITIES SUBJECT TO THIS AGREEMENT.


 


Section 2.1                                      The securities
entitled to the benefits of this Agreement are the Registrable Securities but,
with respect to any particular Registrable Security, only so long as such
security continues to be a Registrable Security as provided below. A
Registrable Security shall cease to be a Registrable Security when (i) it
has been disposed of in a transaction registered under the Securities Act, (ii) it
has been sold pursuant to Rule 144 under the Securities Act, (iii) an
opinion of counsel to the Company (the form and scope of which shall be
reasonably satisfactory to the holder of such Registrable Security) shall have
been delivered to such holder, or an opinion of counsel to the holder of such
Registrable Security (the form and scope of which shall be reasonably
satisfactory to the Company), shall have been delivered to the Company, in
either case to the effect that such Registrable Security may be publicly
offered for sale in the United States without restriction as to manner of sale
and amount of securities sold and without registration or other restriction
under the Securities Act, and the Company shall have offered to deliver
replacement certificates for such securities that do not bear any restrictive
legend, or (iv) it has been sold or transferred in a private transaction
in which the transferor’s rights under this Agreement are not assigned to the
transferee as specified in Section 8.4.


 


Section 2.2                                      Other Registration Rights Agreements.


 


(a)                        Each
Holder hereby acknowledges the existence of the Prior Registration Rights
Agreement and agrees that any and all rights granted pursuant to this Agreement
are subject to and subordinated to the rights set forth in Prior Registration
Rights Agreement.


 


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(b)                       Without the
prior written consent of the Holders of a Majority of the Registrable
Securities, the Company will not enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. As of the date
hereof, the only agreements with any holder of any securities of the Company
which grant registration rights are the Prior Registration Rights Agreement,
the Warrants Registration Rights Agreement (as defined in the Prior
Registration Rights) and this Agreement.


 


SECTION 3.                            SHELF REGISTRATION.


 


Section 3.1                                      In
order to effect the registration and to permit the sale of the Registrable
Securities in accordance with the intended method of disposition thereof the
Company will promptly:


 


(a)                                  use
its reasonable best efforts to qualify for registration on Form S-3 or any
comparable or successor form or forms;


 


(b)                                 as
promptly as practicable but in any event at least 60 days prior to the
expiration of the Lock-Up Period, file a registration statement on Form S-3
or any comparable or successor form or forms (or to the extent the Company is
not eligible to use Form S-3 or any comparable or successor form or forms,
on Form S-1 or any comparable or successor form or forms) pursuant to Rule 415
under the Securities Act or any similar rule that may be adopted by the SEC
(the “Shelf Registration Statement”), which
Shelf Registration Statement shall provide for the registration and resales, on
a continuous or delayed basis, of all Registrable Securities, provided,
however, that before filing a registration statement or prospectus
or any amendments or supplements thereto, the Company will furnish to each of
the Holders named therein, draft copies of all such documents proposed to be
filed a reasonable period prior to such filing, which documents will be subject
to the reasonable review and comment of each of such Holder and their agents
and representatives, and the Company shall consider in good faith any comments
on any such documents suggested by any of the foregoing persons;


 


(c)                                  use
its reasonable best efforts to cause the Shelf Registration Statement to be
declared effective under the Securities Act by the SEC not later than the
expiration of the Lock-up Period  (the “Effectiveness Target Date”);


 


(d)                                 use
its reasonable best efforts to keep the Shelf Registration Statement or any
Subsequent Shelf Registration Statement continuously effective, supplemented
and amended as required by the Securities Act and by the provisions of Section 4.2
hereof to the extent necessary to ensure that (i) it is available for
resales by the Holders named therein and (ii) conforms with the
requirements of this Agreement and the Securities Act and the rules and
regulations of the SEC promulgated thereunder as announced from time to time,
until the date on which all Registrable Securities registered on the Shelf
Registration Statement have been sold or have ceased to be Registrable
Securities (the “Effectiveness Period”);


 


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(e)                                  use
its reasonable best efforts to register or qualify such Registrable Securities
under such other securities or blue sky laws of such jurisdictions within the
United States as any seller reasonably requests and which may be reasonably
necessary or advisable to enable such seller to consummate the disposition in
such jurisdictions of the Registrable Securities owned by such seller, keep
such registrations or qualifications in effect for so long as the registration
statement remains in effect, and do any and all other acts and things which may
be reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
seller; provided, however, that the Company will not be
required to (i) qualify generally to do business in any jurisdiction where
it would not otherwise be required to qualify but for this Section 4.2(e),
(ii) subject itself to taxation in any such jurisdiction or (iii) consent
to general service of process in any such jurisdiction;


 


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


 


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


 


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


 


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


 


Section 3.2                                      If
the Shelf Registration Statement or any Subsequent Shelf Registration Statement
ceases to be effective for any reason at any time during the Effectiveness
Period (other than because all Registrable Securities registered thereunder
shall have been resold pursuant thereto or shall have otherwise ceased to be
Registrable Securities), the Company shall 


 


5

















 


use its reasonable best efforts to obtain the prompt withdrawal of any
order suspending the effectiveness thereof or file an additional Shelf
Registration Statement covering all of the securities that as of the date of
such filing are Registrable Securities (a “Subsequent Shelf Registration
Statement”).  If a Subsequent
Shelf Registration Statement is filed, the Company shall use its reasonable
best efforts to cause the Subsequent Shelf Registration Statement to become
effective as promptly as is practicable after such filing and to keep such
Subsequent Shelf Registration Statement (or other Subsequent Shelf Registration
Statement) continuously effective until the end of the Effectiveness Period.


 


Section 3.3                                      At
the time the Shelf Registration Statement or any Subsequent Shelf Registration
Statement is declared effective, each Holder that has delivered a Notice and
Questionnaire to the Company on or prior to the date five Business Days prior
to such time of effectiveness shall be named as a selling securityholder in the
Shelf Registration Statement and the related Prospectus in such a manner as to
permit such Holder to deliver such Prospectus to purchasers of Registrable
Securities in accordance with applicable law.


 


Section 3.4                                      The
Company shall use its reasonable best efforts to, on a timely basis, supplement
and amend the Shelf Registration Statement or any Subsequent Shelf Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration Statement
or any Subsequent Shelf Registration Statement, if required by the Securities
Act or as reasonably requested by any Holder covered by such Shelf Registration
Statement.


 


Section 3.5                                      Each
Holder agrees that if such Holder wishes to sell Registrable Securities
pursuant to a Shelf Registration Statement or a Subsequent Shelf Registration
Statement and related Prospectus, it will do so in accordance with this Section 3.5
and Section 4.2.  Each Holder
wishing to sell Registrable Securities pursuant to a Shelf Registration
Statement or any Subsequent Shelf Registration Statement and related Prospectus
agrees to deliver a Notice and Questionnaire to the Company at least ten
Business Days prior to any intended distribution of Registrable Securities
under the Shelf Registration Statement or a Subsequent Shelf Registration
Statement. From and after the date the Shelf Registration Statement or a
Subsequent Shelf Registration Statement is declared effective the Company
shall, as promptly as practicable after the date a Notice and Questionnaire is
delivered to it, and in any event upon the later of (x) ten Business Days
after such date (but no earlier than tenth Business Days after effectiveness)
or (y) ten Business Days after the expiration of any Suspension Period in
effect when the Notice and Questionnaire is delivered or put into effect within
five Business Days of such delivery date:


 


(a)                                  if
required by applicable law, file with the SEC a post-effective amendment to the
Shelf Registration Statement or prepare and, if required by applicable law,
file a supplement to the related Prospectus or a supplement or amendment to any
document incorporated therein by reference or file any other required document
so that the Holder delivering such Notice and Questionnaire is named as a
selling securityholder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of Registrable Securities in accordance with applicable law and,
if the Company shall file a post-effective 


 


6

















 


amendment to the Shelf Registration
Statement, use its reasonable best efforts to cause such post-effective
amendment to be declared effective under the Securities Act as promptly as is
practicable;


 


(b)                                 provide
such Holder copies of any documents filed pursuant to Section 3.5(a); and


 


(c)                                  notify
such Holder as promptly as practicable after the effectiveness under the
Securities Act of any post-effective amendment filed pursuant to Section 3.5(a);


 


provided,
that if such Notice and Questionnaire is delivered during a Suspension Period,
the Company shall so inform the Holder delivering such Notice and Questionnaire
and shall take the actions set forth in clauses (a), (b) and (c) above
upon expiration of the Suspension Period in accordance with Section 4.2.  Notwithstanding anything contained herein to
the contrary, the Company shall be under no obligation to name any Holder that
has not delivered a Notice and Questionnaire to the Company as a selling
securityholder in any Shelf Registration Statement or related Prospectus.


 


SECTION 4.                            REGISTRATION PROCEDURES.


 


Section 4.1                                      In connection
with the Shelf Registration Statement or any Subsequent Shelf Registration
Statement, the Company shall comply with all the provisions of Section 4.2
hereof and shall use its reasonable best efforts to effect such registration in
accordance with the terms hereof to permit the resale of the Registrable
Securities.


 


Section 4.2                                      In connection
with the Shelf Registration Statement or any Subsequent Shelf Registration
Statement required by this Agreement, the Company shall:


 


(a)                                  Use
its reasonable best efforts to keep the registration statement continuously
effective during the Effectiveness Period; upon the occurrence of any event
that would cause the registration statement or the Prospectus contained therein
(i) to contain a material misstatement or omission or (ii) not to be
effective and usable for resale of Registrable Securities during the Effectiveness
Period, the Company shall file promptly an appropriate amendment to the
registration statement, a supplement to the Prospectus or a report filed with
the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act, in the case of clause (i), correcting any such misstatement or omission,
and, in the case of either clause (i) or (ii), use its reasonable best
efforts to cause such amendment to be declared effective and the registration
statement and the related Prospectus to become usable for their intended
purposes as soon as practicable thereafter.


 


(b)                                 Notwithstanding
Section 4.2(a) hereof, the Company may suspend the effectiveness of
the Shelf Registration Statement or any Subsequent Shelf Registration (each
such period, a “Suspension Period”)
if the Company reasonably determines and delivers to the Holder a notice
stating that either (i) such Shelf Registration Statement or any
Subsequent Shelf Registration contains an untrue statement


 


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of a material fact or omits to state any
material fact necessary to make the statements therein not misleading in light
of the circumstance then existing and the disclosure of the information
required to correct such misstatement or omission at such time would be adverse
in any significant respect to the Company or (ii) the filing or continued
use of the registration statement would require the Company to disclose a
material financing, acquisition or other corporate development which has not
been, and would not otherwise be required to be, disclosed to the public and
such disclosure at such time would be adverse in any significant respect to the
Company.  Upon such suspension, the
Company shall give notice to the Holders listed in such Shelf Registration Statement
or Subsequent Shelf Registration Statement that the availability of the
registration statement is suspended and, upon actual receipt of such notice,
each Holder agrees not to sell any Registrable Securities pursuant to the
registration statement until the earlier of (A) such Holder’s receipt of
copies of the supplemented or amended Prospectus provided for in Section 4.2
hereof or (B) such Holder has been advised in writing by the Company that
the sale of Registrable Securities pursuant to the registration statement may
resume.  The Suspension Period shall not exceed 60 consecutive days or an
aggregate of 120 days in any 360-day period.  Except as set forth above, the Company shall
not be required to specify in the written notice to the Holders the nature of
the event giving rise to the Suspension Period.


 


(c)                                  Prepare
and file with the SEC such amendments and post-effective amendments to the
Shelf Registration Statement and any Subsequent Shelf Registration Statement as
may be necessary to keep the registration statement effective during the
Effectiveness Period.


 


(d)                                 Advise
any Holder that has provided in writing to the Company a telephone or facsimile
number and address for notice, promptly and, if requested by such Holder, to
confirm such advice in writing (which notice pursuant to clauses (ii) through
(iv) below shall be accompanied by an instruction to suspend the use of
the Prospectus until the Company shall have remedied the basis for such
suspension):


 


(i)                                     when
the Prospectus or any Prospectus supplement or post-effective amendment has
been filed, and, with respect to the registration statement or any
post-effective amendment thereto, when the same has become effective,


 


(ii)                                  of
any request by the SEC for amendments to the registration statement or
amendments or supplements to the Prospectus or for additional information
relating thereto,


 


(iii)                               of
the issuance by the SEC of any stop order suspending the effectiveness of the
registration statement under the Securities Act or of the suspension by any
state securities commission of the qualification of the Registrable Securities
for offering or sale in any jurisdiction, or the threatening or initiation of
any proceeding for any of the preceding purposes, or


 


8

















 


(iv)                              of
the existence of any fact or the happening of any event, during the
Effectiveness Period, that makes any statement of a material fact made in the
registration statement, the Prospectus, any amendment or supplement thereto, or
any document incorporated by reference therein untrue, or that requires the
making of any additions to or changes in the registration statement or the
Prospectus in order to make the statements therein not misleading.


 


(e)                                  If
requested by any Holder, promptly incorporate in the registration statement or
Prospectus, pursuant to a supplement or post-effective amendment if necessary,
such information as such Holders may reasonably request to have included
therein, including, without limitation, information relating to the “Plan of Distribution” of the Registrable
Securities.


 


(f)                                    Unless
any Registrable Securities shall be in book-entry form only, cooperate with the
Holders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive
legends (unless required by applicable securities laws); and enable such
Registrable Securities to be in such denominations and registered in such names
as the Holders may request at least two Business Days before any sale of
Registrable Securities.


 


Section 4.3                                      Each
Holder agrees by acquisition of a Registrable Security, that no Holder shall be
entitled to sell any of such Registrable Securities pursuant to a Shelf
Registration Statement or any Subsequent Shelf Registration Statement, or to
receive a Prospectus relating thereto, unless such Holder has furnished the
Company with a Notice and Questionnaire as required pursuant to Section 3.5
hereof (including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence.  The Company may require each Holder of Common
Stock to be sold pursuant to the Shelf Registration Statement or any Subsequent
Shelf Registration Statement to furnish to the Company such information
regarding the Holder and the distribution of such Common Stock as the Company
may from time to time reasonably require for inclusion in such Shelf
Registration Statement or Subsequent Shelf Registration Statement.  Each such Holder agrees promptly to furnish
to the Company all information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not misleading
and any other information regarding such Holder and the distribution of such
Registrable Securities as the Company may from time to time reasonably request
in writing.  Any sale of any Registrable
Securities by any Holder shall constitute a representation and warranty by such
Holder that the information relating to such Holder and its Plan of
Distribution is as set forth in the Prospectus delivered by such Holder in
connection with such disposition, that such Prospectus does not as of the time
of such sale contain any untrue statement of a material fact relating to or
provided by such Holder or its Plan of Distribution and that such Prospectus
does not as of the time of such sale omit to state any material fact relating
to or provided by such Holder or its Plan of Distribution necessary to make the
statements in such Prospectus, in the light of the circumstances under which
they were made not misleading.  The
Company may exclude from such Shelf Registration Statement or any Subsequent
Shelf Registration Statement the Registrable Securities of any Holder that
fails to furnish such information within a reasonable time after receiving such
request. The Company shall not include in any registration statement any
information regarding, relating to,


 


9

















 


or referring to any Holder or its Plan of Distribution without the
approval of such Holder in writing (not to be unreasonably withheld).


 


SECTION 5.                      REGISTRATION EXPENSES.


 


Section 5.1                                      All expenses
incident to the Company’s performance of or compliance with this Agreement,
including without limitation all fees and expenses of compliance with
securities or blue sky laws, messenger, telephone and delivery expenses, and
fees and disbursements of counsel for the Company and of the Company’s
independent certified public accountants (but excluding (i) registration
fees payable in connection with the filing of the Shelf Registration Statement
and any subsequent Shelf Registration Statement (which shall be reimbursed by
the Holders listed in such Shelf Registration Statement or Subsequent Shelf
Registration Statement pro rata) (ii) all fees and disbursements of
counsel for the Holders, (iii) all underwriting discounts or other
commissions, fees, discounts and commissions of brokers and dealers and (iv) capital
gains, income and transfer taxes, if any, relating to any sale of Registrable
Securities) will be borne and paid promptly by the Company (all such expenses
being herein called “Registration Expenses”).


 


Section 5.2                                      Subject
to Section 5.1 above, in connection with each registration hereunder, the
Holders included therein shall be responsible for (i) registration fees
payable in connection with the filing of the Shelf Registration Statement and
any subsequent Shelf Registration Statement, (ii) all fees and
disbursements of counsel for the Holders, (iii) all underwriting discounts
or other commissions, fees, discounts and commissions of brokers and dealers,
and (iv) capital gains, income and transfer taxes, if any, relating to the
sale of such Registrable Securities.


 


SECTION 6.                      INDEMNIFICATION; CONTRIBUTION.


 


Section 6.1                                      Indemnification by the Company.  In the event any Registrable Securities are
included in a registration statement pursuant to this Agreement, the Company
shall indemnify and hold harmless each Holder, its Affiliates, employees,
officers, directors, agents and constituent partners (within the meaning of the
Securities Act and the Exchange Act) against all losses, claims, damages,
liabilities (joint or several) and expenses (or actions in respect thereof) in
connection with any sale of Registrable Securities pursuant to a registration
statement arising out of or based upon (i) any violation or alleged
violation of the Securities Act or any rule or regulation promulgated
thereunder by the Company or any of its Affiliates, employees, officers,
directors or agents or (ii) any untrue or alleged untrue statement of a
material fact contained in any registration statement or preliminary or final
prospectus relating to the registration of such Registrable Securities or any
amendment or supplement thereto or any document incorporated by reference
therein or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading, except
insofar as the same are contained in any information furnished in writing to
the Company by or on behalf of such Holder or other indemnified Person
expressly for use therein or are caused by such Holder’s failure to deliver a
copy of the registration statement or prospectus or any amendments or
supplements thereto after the Company has furnished such Holder with a
sufficient number of copies of the


 


10

















 


same.  Subject to Section 6.3, the Company will
pay, indemnify, hold harmless and reimburse each Holder and its Affiliates,
officers, directors, agents, and constituent partners for any reasonable legal
and other expenses as incurred in connection with investigating or defending
any such losses, claims, damages, liabilities, expenses or actions for which
such Person is entitled to indemnification hereunder.


 


Section 6.2                                      Indemnification by Holder of Registrable Securities.  In connection with any registration statement
in which a Holder is participating, such Holder shall indemnify and hold
harmless the Company, its employees, directors, agents and officers, each
Person who controls the Company (within the meaning of the Securities Act and
the Exchange Act) and all other prospective sellers and their respective
directors, officers, agents and controlling Persons (within the meaning of the
Securities Act and the Exchange Act) against any losses, claims, damages,
liabilities (joint and several) and expenses (or actions in respect thereof)
arising out of or based upon any untrue or alleged untrue statement of a
material fact or any omission or alleged omission of a material fact required
to be stated in any registration statement or preliminary or final prospectus
relating to the registration of such Registrable Securities or any amendment
thereof or supplement thereto or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading, to the
extent, but only to the extent, that such untrue or alleged untrue statement or
omission or alleged omission is contained in any written information or
affidavit furnished by or on behalf of such Holder specifically for use in such
registration statement or prospectus and then only to the extent of the total
net proceeds received by such Holder (after deducting any discounts,
commissions and similar fees applicable thereto) in consideration of the
Registrable Securities sold by such Holder in connection with such
registration. Subject to the provisions of Section 6.3, the Holders
participating in any registration will pay, indemnify, hold harmless and
reimburse (without duplication), up to the full extent of the total net
proceeds received by the Holders (after deducting any discounts, commissions
and similar fees applicable thereto and after taking into account any indemnity
payments pursuant to the immediately preceding sentence), the Company, its
officers, directors and controlling Persons and all other prospective sellers
and their respective directors, agents, officers and controlling Persons for
any reasonable legal and other expenses as incurred in connection with
investigation or defending any such losses, claims, damages, liabilities,
expenses or actions.


 


Section 6.3                                      Conduct of Indemnification Proceedings.  Any Person entitled to indemnification
hereunder will (i) give prompt notice to the indemnifying party of any
claim with respect to which it seeks indemnification (but omission of such
notice shall not relieve the indemnifying party from liability hereunder except
to the extent such indemnifying party is actually prejudiced by such failure to
give notice) and (ii) unless in such indemnified party’s reasonable
judgment a conflict of interest may exist between such indemnified and
indemnifying parties with respect to such claim, permit such indemnifying party
to assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party. The indemnifying party will not be subject to any liability
for any settlement made without its consent. No indemnifying party will consent
to entry of any judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of an unconditional release from all liability in respect to
such claim or litigation and does not subject the indemnified party to any
material injunctive relief or other material equitable remedy. An


 


11

















 


indemnifying party who is not entitled to, or elects not to, assume the
defense of a claim will not be obligated to pay the fees and expenses of more
than one counsel (in addition to any local counsel) for all parties indemnified
by such indemnifying party with respect to such claim.


 


Section 6.4                                      Contribution.  If the
indemnification provided for in Section 6.1 or Section 6.2 is
unavailable or insufficient to hold harmless each of the indemnified parties
against any losses, claims, damages, liabilities and expenses (or actions in
respect thereof) to which such parties may become subject under the Securities
Act, then the indemnifying party shall, in lieu of indemnifying each party
entitled to indemnification hereunder, contribute to the amount paid or payable
by such party as a result of such losses, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and such indemnified parties on the
other in connection with the statements or omissions or alleged statements or
omissions that resulted in such losses, claims, damages, liabilities or
expenses. The relative fault of such parties shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact, or omission or alleged omission to state a material fact,
relates to information supplied by or concerning the indemnifying party on the
one hand, or by such indemnified party on the other, and such party’s relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 6.4 were determined
by pro rata allocation or by any other allocation that does not take into
account the equitable considerations referred to in this Section 6.4. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or expenses referred to above shall be deemed to
include (subject to the limitations set forth in Section 6.2 or 6.3
hereof) any legal or other fees or expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such
action, proceeding or claim. Notwithstanding the provisions of this Section 6.4,
no seller of Registrable Securities shall be required to contribute any amount
in excess of the amount by which the proceeds received by such seller from the
sale of any Registrable Securities (after deducting any fees, discounts and
commissions applicable thereto) exceeds the amount of any damages which such
seller has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No Person guilty of
fraudulent misrepresentation within the meaning of the Act shall be entitled to
contribution from any Person that is not guilty of such fraudulent
misrepresentation.


 


SECTION 7.                            RULE 144.


 


The Company
covenants that it will use its reasonable best efforts to timely file the
reports required to be filed by it under the Securities Act and the Exchange
Act and the rules and regulations adopted by the SEC thereunder, all to
the extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act,
as such Rule may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the SEC. Upon the request of any holder of
Registrable Securities, the Company will deliver to such holder a written
statement as to whether it has complied with such requirements.


 


12

















 


SECTION 8.                            MISCELLANEOUS.


 


Section 8.1                                      Remedies.  No Holder shall have any right to take any
action to restrain, enjoin or otherwise delay any registration as a result of
any controversy that might arise with respect to the interpretation or
implementation of this Agreement.


 


Section 8.2                                      Amendments and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, unless the Company has obtained the written
consent of the Holders of at least a Majority of the outstanding Registrable
Securities.  Each Holder at the time or
thereafter shall be bound by any consent authorized by this Section 8.2,
whether or not such Holder consented or whether or not such Registrable
Securities have been marked to indicate such consent.


 


Section 8.3                                      Notices.  All notices or other communications provided
for hereunder shall be in writing and shall be effective (i) on the day on
which delivered if delivered personally or transmitted by facsimile with
evidence of receipt, (ii) one business day after the date on which the
same is delivered to a nationally recognized overnight courier service with
evidence of receipt, or (iii) five days after the date on which the same
is deposited, postage prepaid, in the U.S. mail, sent by certified or
registered mail, return receipt requested, and addressed to the party to be
notified at the address indicated below for the Company, or at the address for
the Holder set forth in a registry maintained by the Company or, in the case of
a Purchaser, the address set forth on Schedule A to the Purchase Agreement, or
at such other address and/or facsimile number and/or to the attention of such
other person as the Company or the Holder may designate by ten-day advance
written notice.


 


Section 8.4                                      Successors and Assigns.  This Agreement will inure to the benefit of
and be binding upon the successors and permitted assigns of each of the
parties. The registration rights granted by this Agreement may not be
transferred or assigned by operation of law or in connection with any transfer
or assignment of Notes or Registrable Securities to a non-Affiliate of a Holder
unless, following such transfer or assignment, such transferee will hold an
amount of Registrable Securities, or Notes convertible into an amount of
Registrable Securities greater than 2.5% of the Common Stock outstanding on the
date of such transfer or assignment, and then only upon notification to the
Company in writing and agreement by such transferee to the rights and
obligations of this Agreement. Any assignment by the Company of this Agreement
shall not relieve the Company of its obligations hereunder.


 


Section 8.5                                      Counterparts.  This Agreement may be executed in one or more
counterparts and by the parties hereto in separate counterparts, all of which
will constitute one and the same agreement and shall become effective when one
or more counterparts have been signed by each of the parties hereto and
delivered (including by facsimile) to the other parties.


 


Section 8.6                                      Headings.  The headings in this Agreement are for
convenience of reference only and will not limit or otherwise affect the
meaning hereof.


 


Section 8.7                                      Governing Law; Jurisdiction.  This Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be governed
by, the law of the


 


13

















 


State of Delaware, without regard to the conflict of law principles
thereof.  Any suit, action or proceeding
arising out of or relating to this Agreement shall only be instituted in the
Delaware Chancery Court, and if such court should decline jurisdiction, then in
the Federal courts within the State of Delaware.  Each party agrees to personal jurisdiction in
any action brought in any court within the State of Delaware having subject
matter jurisdiction over the matters arising under this Agreement.  Each party waives any objection which it may
have now or hereafter to the laying of the venue of such action or proceeding
and irrevocably submits to the jurisdiction of any such court in any such suit,
action or proceeding. The parties unconditionally waive any right to trial by
jury in any such suit, action or proceeding.


 


Section 8.8                                      Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and enforceability
of any such provision in every other respect and of the remaining provisions
contained herein will not be affected or impaired thereby.


 


Section 8.9                                      Entire Agreement.  This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with
respect to the Registrable Securities. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.


 


[Signature Pages Follow]


 


14

















 


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


 


	
   

  	
  HUNTSMAN
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel D. Scruggs

  
	
   

  	
   

  	
  Name: Samuel D. Scruggs

  
	
   

  	
   

  	
  Title:   Executive Vice President, General
  Counsel

  



 


[Signature Page of Registration Rights Agreement]


 
















 


	
   

  	
  APOLLO
  INVESTMENT FUND VI, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Apollo
  Advisors VI, L.P.,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Apollo
  Capital Management VI,

  
	
   

  	
   

  	
   

  	
  LLC, its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John J.
  Suydam

  
	
   

  	
   

  	
   

  	
  Name: John
  J. Suydam

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APOLLO
  OVERSEAS PARTNERS VI, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Apollo
  Advisors VI, L.P.,

  
	
   

  	
   

  	
  its managing
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Apollo
  Capital Management VI, LLC,

  
	
   

  	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John J.
  Suydam

  
	
   

  	
   

  	
   

  	
  Name: John
  J. Suydam

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President

  



 


[Signature Page of
Registration Rights Agreement]


 

















 


	
   

  	
  APOLLO
  OVERSEAS PARTNERS

  
	
   

  	
  (DELAWARE)
  VI, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Apollo
  Advisors VI, L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Apollo
  Capital Management VI, LLC,

  
	
   

  	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John J.
  Suydam

  
	
   

  	
   

  	
   

  	
  Name: John
  J. Suydam

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APOLLO
  OVERSEAS PARTNERS

  
	
   

  	
  (DELAWARE 892)
  VI, L.P.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Apollo
  Advisors VI, L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Apollo
  Capital Management VI, LLC,

  
	
   

  	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John J.
  Suydam

  
	
   

  	
   

  	
   

  	
  Name: John
  J. Suydam

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APOLLO
  OVERSEAS PARTNERS (GERMANY)

  
	
   

  	
  VI, L.P.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Apollo
  Advisors VI, L.P.,

  
	
   

  	
   

  	
  its managing
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Apollo
  Capital Management VI, LLC,

  
	
   

  	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John J.
  Suydam

  
	
   

  	
   

  	
   

  	
  Name: John
  J. Suydam

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President

  



 


[Signature Page of Registration Rights Agreement]


 

















 


	
   

  	
  AAA
  GUARANTOR - CO-INVEST VI, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AAA MIP
  Limited,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Apollo
  Alternative Assets, L.P.,

  
	
   

  	
   

  	
   

  	
  its
  investment manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Apollo
  Alternative Assets GP

  
	
   

  	
   

  	
   

  	
  Limited, its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John J.
  Suydam

  
	
   

  	
   

  	
   

  	
  Name: John
  J. Suydam

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President

  



 


[Signature
Page of Registration Rights Agreement]


 

















 


EXHIBIT A


NOTICE &
QUESTIONNAIRE


 


The
undersigned beneficial owner (the “Selling Securityholder”)
of the 7% Convertible Senior Notes due 2018 (the “Notes”)
of Huntsman Corporation (the “Company”) or
the shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), issuable upon conversion of the Notes (the “Registrable Securities”) hereby gives notice to the Company
of its intention to sell or otherwise dispose of Registrable Securities
beneficially owned by it and listed below in Item 3 (unless otherwise specified
under Item 3) pursuant to the Shelf Registration Statement. The undersigned, by
signing and returning this Notice and Questionnaire, understands that it will
be bound by the terms and conditions of this Notice and Questionnaire and the
Registration Rights Agreement, dated as of December 23, 2008, by and among
the Company and the Purchasers party thereto (the “Registration
Rights Agreement”).


 


The
undersigned hereby acknowledges its indemnification and contribution
obligations pursuant to Section 6 of the Registration Rights Agreement.


 


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


 


	
  (1)

  	
  (a)

  	
  Full Legal
  Name of Selling Securityholder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Full Legal
  Name of registered holder (if not the same as (a) above) through which
  Registrable Securities listed in (3) below are held:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Full Legal
  Name of DTC participant (if applicable and if not the same as (b) above)
  through which Registrable Securities listed in (3) below are held:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  Address for
  Notices to Selling Securityholder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone
  (including area code):

  	
   

  
	
   

  	
   

  	
  Fax
  (including area code):

  	
   

  
	
   

  	
   

  	
  Contact
  Person:

  	
   

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  Beneficial
  ownership of Registrable Securities:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Type and
  principal amount/number of Registrable Securities beneficially owned:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  CUSIP No(s).
  of such Registrable Securities beneficially owned:

  
	
   

  	
   

  	
   

  
						



 

















 


	
  (4)

  	
   

  	
  Beneficial
  ownership of other securities of the Company owned by the selling
  securityholder:



  Except as
  set forth below in this Item (4), the undersigned is not the beneficial or
  registered owner of any securities of the Company other than the Registrable
  Securities listed above in Item (3).

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Type and
  amount of other securities beneficially owned by the Selling Securityholder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  CUSIP No(s).
  of such other securities beneficially owned:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (5)

  	
   

  	
  Relationship
  with the Company:



  Except as
  set forth below, neither the undersigned 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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (6)

  	
   

  	
  Is the
  Selling Securityholder a registered broker-dealer?

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes

  	
  o

  
	
   

  	
   

  	
  No

  	
  o

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If “Yes”,
  please answer subsection (a) and subsection (b):

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Did the
  Selling Securityholder acquire the Registrable Securities as compensation for
  underwriting/broker-dealer activities to the Company?

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes

  	
  o

  
	
   

  	
   

  	
  No

  	
  o

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If you
  answered “No” to question 6(a), please explain your reason for acquiring the
  Registrable Securities:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (7)

  	
   

  	
  Is the
  Selling Securityholder an affiliate of a registered broker-dealer?

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes

  	
  o

  
	
   

  	
   

  	
  No

  	
  o

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If “Yes”,
  please identify the registered broker-dealer(s), describe the nature of the
  affiliation(s) and answer subsection (a) and subsection (b):

  
	
   

  	
   

  	
   

  



 


2

















 


	
   

  	
  (a)

  	
  Did the
  Selling Securityholder acquire the Registrable Securities in the ordinary
  course of business (if no, please explain)?

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes

  	
  o

  
	
   

  	
   

  	
  No

  	
  o

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Explain:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Did the
  Selling Securityholder have an agreement or understanding, directly or
  indirectly, with any person to distribute the Registrable Securities at the
  same time the Registrable Securities were originally acquired (if yes, please
  explain)?

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes

  	
  o

  
	
   

  	
   

  	
  No

  	
  o

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Explain:

  	
   

  
	
   

  	
   

  	
   

  
	
  (8)

  	
   

  	
  Is the
  Selling Securityholder a non-public entity?

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes

  	
  o

  
	
   

  	
   

  	
  No

  	
  o

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If “Yes”,
  please answer subsection (a):

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Identify the
  natural person or persons that have voting or investment control over the
  Registrable Securities that the non-public entity owns:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (9)

  	
   

  	
  Plan of
  Distribution:



  Except as
  set forth below, the undersigned Selling Securityholder (including its donees
  and pledgees) intends to distribute the Registrable Securities listed above
  in Item (3) pursuant to the Shelf Registration Statement only as follows
  (if at all): Such Registrable Securities may be sold from time to time
  directly by the undersigned Selling Securityholder or, alternatively, in
  accordance with the Registration Rights Agreement, through underwriters,
  broker-dealers or agents. If the Registrable Securities are sold through
  underwriters or broker-dealers, the Selling Securityholders will be
  responsible for underwriting discounts or commissions or agent commissions.
  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 cross or block transactions)
  (i) on any national securities exchange or quotation service on which
  the Registrable 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

  
					



 


3

















 


	
   

  	
   

  	
  Registrable
  Securities or otherwise, the undersigned 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 positions
  they assume. The undersigned Selling Securityholder may also sell Registrable
  Securities short and deliver Registrable Securities to close out short
  positions, or loan or pledge Registrable Securities to broker-dealers that in
  turn may sell such securities.

   

  
	
   

  	
   

  	
  State any
  exceptions here:

  	
   

  
	
   

  	
   

  	
   

  



 


The
undersigned Selling Securityholder acknowledges that it understands its
obligations to comply with the provisions of the Securities Exchange Act of
1934, as amended, and the rules thereunder relating to stock manipulation,
particularly Regulation M thereunder (or any successor rules or
regulations), in connection with any offering of Registrable Securities
pursuant to the Shelf Registration Agreement. The undersigned agrees that
neither it nor any person acting on its behalf will engage in any transaction
in violation of such provisions.


 


Pursuant to
the Registration Rights Agreement, the Company has agreed under certain
circumstances to indemnify the Selling Securityholder against certain
liabilities.


 


In the event
the undersigned 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 other than pursuant to the Shelf Registration
Statement, the undersigned agrees to notify the transferee(s) at the time
of the transfer of its rights and obligations under this Notice and
Questionnaire and the Registration Rights Agreement.


 


In accordance
with the undersigned’s obligation under the Registration Rights Agreement to
provide such information as may be required by law or by the staff of the SEC
for inclusion in the Shelf Registration Statement, the undersigned agrees to
promptly notify the Company of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof at anytime while
the Shelf Registration Statement remains effective. All notices hereunder and
pursuant to the Registration Rights Agreement shall be made in writing, by
hand-delivery, first-class mail, or air courier guaranteeing overnight delivery
to the address set forth below.


 


By signing
below, the undersigned consents to the disclosure of the information contained
herein in its answers to Items (1) through (9) above and the
inclusion of such information in the Shelf Registration Statement and the
related prospectus. The undersigned understands that such information will be
relied upon by the Company in connection with the preparation or amendment of
the Shelf Registration Statement and the related prospectus.


 


Once this
Notice and Questionnaire is executed by the undersigned and received by the
Company, the terms of this Notice and Questionnaire, and the representations,
warranties and agreements 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 undersigned with
respect to the Registrable Securities beneficially owned by


 


4

















 


the undersigned and listed in Item (3) above. This Notice and
Questionnaire shall be governed in all respects by the laws of the State of New
York.


 


5

















 


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:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Beneficial Owner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


PLEASE RETURN THE COMPLETED AND
EXECUTED

NOTICE AND QUESTIONNAIRE TO THE COMPANY AT:


 


HUNTSMAN CORPORATION


500 Huntsman Way


Salt Lake City, Utah  84108


Facsimile:  (801) 584-5782


Attention:  General Counsel


 


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