EXHIBIT 10.28


 


EXECUTION COPY


 




 





PLEDGE AGREEMENT


 


By


 


HMP EQUITY HOLDINGS CORPORATION,


as Issuer and Pledgor,

and


 


HUNTSMAN HOLDINGS, LLC,

HUNTSMAN GROUP INC.

and

ICI ALTA INC. (to be renamed ALTA ONE INC.),

as Pledgors

and


 


WELLS FARGO
BANK MINNESOTA, NATIONAL ASSOCIATION


 


as Trustee


 












 


Dated as of May 9, 2003




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE
  I

  
	
   

  	
   

  
	
  DEFINITIONS AND INTERPRETATION

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
  Definitions

  	
   

  
	
  SECTION 1.2

  	
  Interpretation

  	
   

  
	
  SECTION 1.3

  	
  Resolution of Drafting Ambiguities

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  
	
   

  	
   

  	
   

  
	
  GRANT OF SECURITY AND SECURED OBLIGATIONS

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1

  	
  Pledge

  	
   

  
	
  SECTION 2.2

  	
  Secured Obligations

  	
   

  
	
  SECTION 2.3

  	
  Security Interest

  	
   

  
	
  SECTION 2.4

  	
  No Release

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  
	
   

  	
   

  	
   

  
	
  PERFECTION, FURTHER ASSURANCES

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1

  	
  Delivery of Certificated Securities
  Collateral

  	
   

  
	
  SECTION 3.2

  	
  Financing Statements and Other Filings;
  Maintenance of Perfected Security Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  
	
   

  	
   

  	
   

  
	
  REPRESENTATIONS, WARRANTIES AND COVENANTS

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1

  	
  Title, Authority and Validity; Preservation
  of Corporate Existence

  	
   

  
	
  SECTION 4.2

  	
  Validity of Security Interest

  	
   

  
	
  SECTION 4.3

  	
  Limitation on Liens

  	
   

  
	
  SECTION 4.4

  	
  Other Financing Statements

  	
   

  
	
  SECTION 4.5

  	
  Due Authorization and Issuance

  	
   

  
	
  SECTION 4.6

  	
  No Violations, etc

  	
   

  
	
  SECTION 4.7

  	
  No Options, Warrants, etc

  	
   

  
	
  SECTION 4.8

  	
  No Conflicts, Consents, etc

  	
   

  
	
  SECTION 4.9

  	
  Pledged Collateral

  	
   

  



 


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  SECTION 4.10

  	
  Payment of Taxes; Compliance with Laws;
  Contesting Liens; Claims

  	
   

  
	
  SECTION 4.11

  	
  Vantico.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  
	
   

  	
   

  	
   

  
	
  CERTAIN PROVISIONS CONCERNING SECURITIES
  COLLATERAL

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1

  	
  Pledge of Additional Securities Collateral

  	
   

  
	
  SECTION 5.2

  	
  Voting Rights; Distributions; etc

  	
   

  
	
  SECTION 5.3

  	
  Operative Agreements

  	
   

  
	
  SECTION 5.4

  	
  Defaults, etc

  	
   

  
	
  SECTION 5.5

  	
  Pledged Debt Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  
	
   

  	
   

  
	
  TRANSFERS AND OTHER LIENS

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1

  	
  Transfers of and other Liens on Pledged
  Collateral

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  
	
   

  	
   

  	
   

  
	
  REMEDIES

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1

  	
  Remedies

  	
   

  
	
  SECTION 7.2

  	
  Notice of Sale

  	
   

  
	
  SECTION 7.3

  	
  Waiver of Notice and Claims

  	
   

  
	
  SECTION 7.4

  	
  Certain Sales of Pledged Collateral

  	
   

  
	
  SECTION 7.5

  	
  No Waiver; Cumulative Remedies

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  
	
   

  	
   

  	
   

  
	
  APPLICATION OF PROCEEDS

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1

  	
  Concerning Trustee

  	
   

  
	
  SECTION 9.2

  	
  Trustee May Perform; Trustee Appointed
  Attorney-in-Fact

  	
   

  
	
  SECTION 9.3

  	
  Expenses

  	
   

  
	
  SECTION 9.4

  	
  Indemnity

  	
   

  



 


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  SECTION 9.5

  	
  Continuing Security Interest; Assignment

  	
   

  
	
  SECTION 9.6

  	
  Termination; Release

  	
   

  
	
  SECTION 9.7

  	
  Modification in Writing

  	
   

  
	
  SECTION 9.8

  	
  Notices

  	
   

  
	
  SECTION 9.9

  	
  GOVERNING LAW

  	
   

  
	
  SECTION 9.10

  	
  CONSENT TO JURISDICTION AND SERVICE OF
  PROCESS; WAIVER OF JURY TRIAL

  	
   

  
	
  SECTION 9.11

  	
  Severability of Provisions

  	
   

  
	
  SECTION 9.12

  	
  Execution in Counterparts

  	
   

  
	
  SECTION 9.13

  	
  Business Days

  	
   

  
	
  SECTION 9.14

  	
  No Credit for Payment of Taxes or
  Imposition

  	
   

  
	
  SECTION 9.15

  	
  No Claims Against Trustee

  	
   

  
	
  SECTION 9.16

  	
  Obligations Absolute

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNATURES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  A

  	
  Pledged Shares Issuers

  	
   

  
	
  SCHEDULE
  B

  	
  Financing Statements and Other Filings

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  1

  	
  Form of Pledge Agreement Amendment

  	
   

  



 


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PLEDGE AGREEMENT


 


PLEDGE
AGREEMENT (the “Agreement”), dated as of May 9, 2003, made by HMP EQUITY
HOLDINGS CORPORATION, a Delaware corporation (the “Issuer”), HUNTSMAN
HOLDINGS, LLC, a Delaware limited liability company (“Huntsman Holdings”),
HUNTSMAN GROUP INC., a Delaware corporation (“Huntsman Group”), ICI ALTA
INC. (to be renamed ALTA ONE INC.), a Delaware corporation (“Alta”) as
pledgors (the Issuer, together with Huntsman Holdings, Huntsman Group and Alta,
in such capacities and together with any successors in such capacities, the “Pledgors,”
and each, a “Pledgor”), in favor of WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, a national banking association having an office at Sixth Street
and Marquette Avenue, MAC N9303-120, Minneapolis, MN 55479, in its capacity as
trustee pursuant to the Indenture (as hereinafter defined), as pledgee,
assignee and secured party (in such capacities and together with any successors
in such capacities, the “Trustee”).


 


R E C I T A L S:


 


A.                                   The
Pledgors and the Trustee have, in connection with the execution and delivery of
this Agreement, entered into that certain indenture, dated as of May 9, 2003
(as amended, amended and restated, supplemented or otherwise modified from time
to time, the “Indenture”), pursuant to which the Issuer has issued
$875,000,000 principal amount at maturity of 15% Senior Secured Discount Notes
due 2008 (the “Initial Notes”). 
It is contemplated that the Issuer may, after the date hereof, issue
Exchange Notes (as defined in the Indenture, the Exchange Notes, together with
the Initial Notes, the “Notes”) pursuant to the provisions of the Indenture.


 


B.                                     Each
Pledgor is or, as to Pledged Collateral (as hereinafter defined) required to be
pledged by such Pledgor after the date hereof will be, the legal and/or beneficial
owner of the Pledged Collateral pledged by it hereunder.


 


C.                                     This
Agreement is given by each Pledgor in favor of the Trustee for the benefit of
the Secured Parties (as hereinafter defined) to secure the payment and
performance of all of the Secured Obligations (as hereinafter defined).


 


A G R E E M E N T :


 


NOW THEREFORE,
in consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
each Pledgor and the Trustee hereby agree as follows:


 

















 


ARTICLE I



DEFINITIONS AND INTERPRETATION


 


SECTION 1.1                          Definitions.  (a) 
Unless otherwise defined herein, terms used herein that are defined in
the UCC shall have the meanings assigned to them in the UCC.


 


(b)                                 Capitalized
terms used but not otherwise defined herein that are defined in the Indenture
shall have the meanings given to them in the Indenture.


 


(c)                                  The
following terms shall have the following meanings:


 


“Additional
Pledged Shares” shall mean, (i) all membership equity interests of Huntsman
International Holdings LLC (“HIH”) acquired by any Pledgor after the
date hereof (other than any equity interests of HIH that are required by any
provision in effect on the Issue Date of the Huntsman LLC Credit Facilities or
the Holding Company Agreement to be contributed to Huntsman LLC and pledged for
the benefit of the lenders under the Huntsman LLC Credit Facilities),
(ii) all shares of common stock of the Issuer acquired by any Pledgor or
any of their Affiliates after the date hereof and (iii) all membership equity
interests of Huntsman LLC acquired by any Pledgor or any of their Affiliates
after the date hereof, in each case, including, without limitation, all rights,
privileges, authority and powers of Pledgors in and to such additional shares
of common stock or membership equity interests issued under the Operative
Agreement of any applicable Pledged Shares Issuer, from time to time acquired
by Pledgors in any manner, in each case, including the certificates
representing such additional shares of common stock or membership equity
interests.


 


“Agreement”
shall mean this Agreement, as amended, amended and restated, supplemented or
otherwise modified from time to time in accordance with the provisions hereof.


 


“Charges”
shall mean any and all property and other taxes, assessments and special assessments,
levies, fees and all governmental charges imposed upon or assessed against, and
all claims (including, without limitation, claims arising by operation of law)
against, all or any portion of the Pledged Collateral.


 


“Collateral
Material Adverse Effect” shall mean, as of any date of determination and
whether individually or in the aggregate (a) any event, circumstance,
occurrence or condition which has caused or resulted in (or would reasonably be
expected to cause or result in) a material adverse effect on the value of the
Pledged Collateral; or (b) any event, circumstance, occurrence or condition
which has caused or resulted in (or would reasonably expect to cause or result
in) a material adverse effect on the legality, priority or enforceability of
the Lien created by this Agreement or the rights and remedies of the Trustee
hereunder.


 


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“Contested
Liens” shall mean, collectively, any Liens incurred in respect of any
Charges to the extent that the amounts owing in respect thereof are not yet
delinquent or are being contested; provided, however, that such
Liens shall in all respects be subject and subordinate in priority to the Lien
and security interest created and evidenced by this Agreement, except if and to
the extent that the law or regulation creating, permitting or authorizing such
Lien provides that such Lien must be superior to the Lien and security interest
created and evidenced hereby.


 


“Distributions”
shall mean, collectively, with respect to each Pledgor, all dividends, cash,
options, warrants, rights, instruments, distributions, returns of capital or
principal, accreted value, income, interest, profits and other property,
interests (debt or equity) or proceeds, including as a result of a split,
revision, reclassification or other like change of the Pledged Securities, from
time to time received, receivable or otherwise distributed to such Pledgor in
respect of or in exchange for any or all of the Pledged Securities; provided,
that Distributions shall not include any payments permitted by Section
4.03(b)(v) of the Indenture.


 


“Governmental
Authority” shall mean any Federal, state, local, foreign or other
governmental, quasi-governmental or administrative (including self-regulatory)
body, instrumentality, department, agency, authority, board, bureau,
commission, office of any nature whatsoever or other subdivision thereof, or
any court, tribunal, administrative hearing body, arbitration panel or other
similar dispute-resolving body, whether now or hereafter in existence, or any
officer or official thereof, having jurisdiction over any Pledgor or the
Pledged Collateral or any portion thereof.


 


“Guarantee”
means the guarantee of Notes by Alta under the Indenture.


 


“Holding
Company Agreement” means the Amended and Restated Holding Company
Agreement, dated April 25, 2003, by and among Huntsman Holdings, LLC, the
Issuer, Huntsman Specialty Chemicals Corporation, and Deutsche Bank Trust
Company Americas, as such agreement is amended from time to time.


 


“Huntsman
LLC Credit Facilities” means collectively (i) that certain $275 million
senior secured revolving credit agreement dated as of September 30, 2002 by and
among Huntsman LLC, the other borrowers named therein, Deutsche Bank Trust
Company Americas, as administrative agent and the financial institutions from
time to time party thereto, together with the related documents (including any
guarantee agreements and security documents), and (ii) that certain amended and
restated credit agreement dated as of September 30, 2002, by and among Huntsman
LLC, Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as
administrative agent and the financial institutions party thereto, together
with the related documents (including any guarantee agreements and security documents).


 


“Indemnified
Liabilities” shall have the meaning assigned to such term in Section 9.4(i)
hereof.


 


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“Indemnitees”
shall have the meaning assigned to such term in Section 9.4(i) hereof.


 


“Indenture”
shall have the meaning assigned to such term in Recital A hereof.


 


“Initial
Pledged Shares” shall mean, collectively, with respect to each Pledgor, the
issued and outstanding shares of capital stock or membership equity interests
of each issuer described in Schedule A annexed hereto (each, a “Pledged
Shares Issuer”) and owned by a Pledgor together with all rights,
privileges, authority and powers of such Pledgor in and to such shares of
capital stock or membership equity interests under the Operative Agreement of
each such Pledged Shares Issuer, and the certificates, instruments and
agreements representing such shares of capital stock or membership equity
interests.


 


“Issuer”
shall have the meaning assigned to such term in the Preamble hereof.


 


“Operative
Agreement” shall mean (i) in the case of any limited liability company or
partnership or other non-corporate entity, any membership or partnership
agreement or other organizational agreement or document thereof and (ii) in the
case of any corporation, any charter or certificate of incorporation and
by-laws thereof.


 


“Pledge
Amendment” shall have the meaning assigned to such term in Section 5.1
hereof.


 


“Pledged
Collateral” shall have the meaning assigned to such term in Section 2.1
hereof.


 


“Pledged
Debt Securities” means all the 8% Senior Subordinated Reset Discount Notes
due 2009 of Huntsman International Holdings LLC owned by Issuer as of the date
hereof and issued under the Pledged Debt Securities Indenture.


 


“Pledged
Debt Securities Indenture” means the Amended and Restated Indenture dated
as of December 20, 2001 between Huntsman International Holdings LLC and
Wells Fargo Bank Minnesota, National Association, as successor in interest to
Bank One, N.A. as Trustee.


 


“Pledged
Securities” shall mean, collectively, Pledged Shares and the Successor Interests
and the Pledged Debt Securities.


 


“Pledged
Shares” shall mean, collectively, the Initial Pledged Shares and the
Additional Pledged Shares.


 


“Pledged
Shares Issuer” shall have the meaning assigned to such term in the definition
of “Initial Pledged Shares”.


 


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“Pledgor”
shall have the meaning assigned to such term in the Preamble hereof.


 


“Registration
Rights Agreement” shall mean that certain Registration Rights Agreement dated
as of the date hereof by and among the Company, Alta, Credit Suisse First
Boston LLC and CIBC World Markets Corp.


 


“Requirements
of Law” shall mean, collectively, any and all requirements of any
Governmental Authority including, without limitation, any and all laws,
ordinances, rules, regulations or similar statutes or case law.


 


“Securities
Collateral” shall mean, collectively, the Pledged Securities and Distributions.


 


“Secured
Obligations” shall mean all obligations (whether or not constituting future
advances, obligatory or otherwise) of the Issuer and Alta from time to time
arising under or in respect of this Agreement, the Indenture, the Notes, the
Guarantee and the liquidated damages provisions of Section 2(c) the
Registration Rights Agreement (including, without limitation, the obligations
to pay principal, interest, accreted value and all other charges, fees,
expenses, commissions, reimbursements, premiums, indemnities and other payments
related to or in respect of the obligations contained in this Agreement, the
Indenture, the Notes and the Guarantee), in each case whether (i) such
obligations are direct or indirect, joint or several, absolute or contingent,
due or to become due whether at stated maturity, by acceleration or otherwise,
(ii) arising in the regular course of business or otherwise, (iii) for payment
or performance and/or (iv) now existing or hereafter arising (including,
without limitation, interest and other obligations arising or accruing after
the commencement of any bankruptcy, insolvency, reorganization or similar
proceeding with respect to any Pledgor or any other Person, or which would have
arisen or accrued but for the commencement of such proceeding, even if such
obligation or the claim therefor is not enforceable or allowable in such proceeding).


 


“Secured
Parties” shall mean, collectively, the Trustee and the holders of the
Notes.


 


“Securities
Act” means the U.S. Securities Act of 1933, as amended.


 


“Successor
Interests” shall mean, collectively, with respect to each Pledgor, all
shares of each class of the capital stock or membership equity interests or
other equity interests of the successor corporation or interests or
certificates of the successor limited liability company, partnership or other
entity owned by such Pledgor (unless such successor is such Pledgor itself)
formed by or resulting from any consolidation or merger in which any Pledged
Shares Issuer is not the surviving entity; provided, however,
that the pledge of the Successor


 


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Interests affected hereby shall in no event
affect the obligations of such Pledgor under any provision prohibiting such
action hereunder or under the Indenture.


 


“Trustee”
shall have the meaning assigned to such term in the Preamble of this Agreement.


 


“UCC”
shall mean the Uniform Commercial Code as in effect on the date hereof in the
State of New York; provided, however, that if by reason of
mandatory provisions of law, any or all of the attachment, perfection or
priority of the Trustee’s security interest in any item or portion of the
Pledged Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, the term “UCC” shall mean the
Uniform Commercial Code as in effect on the date hereof in such other
jurisdiction for purposes of the provisions hereof relating to such attachment,
perfection or priority and for purposes of definitions relating to such
provisions.


 


SECTION 1.2                          Interpretation.  The rules of construction set forth in Section 1.3 of the Indenture shall be applicable to
this Agreement.


 


SECTION 1.3                          Resolution
of Drafting Ambiguities.  Each
Pledgor acknowledges and agrees that it was represented by counsel in
connection with the execution and delivery hereof, that it and its counsel
reviewed and participated in the preparation and negotiation hereof and that
any rule of construction to the effect that ambiguities are to be resolved
against the drafting party (i.e., the Trustee) shall not be employed in the
interpretation hereof.


 


ARTICLE II



GRANT OF SECURITY AND SECURED
OBLIGATIONS


 


SECTION 2.1                          Pledge.  As collateral security for the payment and
performance in full of all the Secured Obligations, each Pledgor hereby pledges
and grants to the Trustee for the benefit of the Secured Parties, a lien on and
security interest in and to all of the right, title and interest of such
Pledgor in, to and under the following property, wherever located, whether now
existing or hereafter arising or acquired from time to time (collectively, the
“Pledged Collateral”); provided however, that Huntsman Holdings does not
own any Pledged Collateral on the date hereof and shall be bound by this
Section 2.1 only to extent of any Additional Pledged Shares that it may own
after the date hereof:


 


(i)                                     all
Pledged Securities;


 


(ii)                                  all
Distributions;


 


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(iii)                               all
books and records relating to the Pledged Collateral; and


 


(iv)                              all
Proceeds of any and all of the foregoing.


 


SECTION 2.2                          Secured
Obligations.  This Agreement
secures, and the Pledged Collateral is collateral security for, the payment and
performance in full when due of the Secured Obligations.


 


SECTION 2.3                          Security
Interest.  (a)  Each
Pledgor hereby irrevocably authorizes the Trustee at any time and from time to
time to file in any relevant jurisdiction any initial financing statements and
amendments thereto that contain the information required by Article 9 of the
Uniform Commercial Code of each applicable jurisdiction for the filing of any
financing statement or amendment relating to the Pledged Collateral, including,
without limitation, whether such Pledgor is an organization, the type of
organization and any organizational identification number issued to such
Pledgor.  Each Pledgor agrees to provide
all information described in the immediately preceding sentence to the Trustee
promptly upon request.


 


(b)                                 Each
Pledgor hereby ratifies its authorization for the Trustee to file in any relevant
jurisdiction any initial financing statements or amendments thereto relating to
the Pledged Collateral if filed prior to the date hereof.


 


SECTION 2.4                          No
Release.  Nothing set forth in this
Agreement shall relieve any Pledgor from the performance of any term, covenant,
condition or agreement on such Pledgor’s part to be performed or observed under
or in respect of any of the Pledged Collateral or from any liability to any
Person under or in respect of any of the Pledged Collateral or shall impose any
obligation on the Trustee or any other Secured Party to perform or observe any
such term, covenant, condition or agreement on such Pledgor’s part to be so performed
or observed or shall impose any liability on the Trustee or any other Secured
Party for any act or omission on the part of such Pledgor relating thereto or for
any breach of any representation or warranty on the part of such Pledgor
contained in this Agreement, the Indenture, the Notes, the Guarantee or under
or in respect of the Pledged Collateral or made in connection herewith or
therewith.  The obligations of each
Pledgor contained in this Section 2.4 shall survive the termination
hereof and the discharge of such Pledgor’s other obligations under this
Agreement, the Notes, the Guarantee and the Indenture.


 


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ARTICLE III



PERFECTION, FURTHER ASSURANCES


 


SECTION 3.1                          Delivery
of Certificated Securities Collateral. 
Each Pledgor represents and warrants that all certificates, agreements
or instruments representing or evidencing the Securities Collateral in existence
on the date hereof have been delivered to the Trustee in suitable form for
transfer by delivery or accompanied by duly executed instruments of transfer or
assignment in blank and that the Trustee has a perfected first priority
security interest therein.  Each Pledgor
hereby agrees that all certificates, agreements or instruments representing or
evidencing Securities Collateral acquired by such Pledgor after the date
hereof, shall immediately upon receipt thereof by such Pledgor be delivered to
and held by or on behalf of the Trustee pursuant hereto.  All certificated Securities Collateral shall
be in suitable form for transfer by delivery or shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in form and substance
satisfactory to the Trustee.  The
Trustee shall have the right, at any time upon the occurrence and during the
continuance of any Event of Default, to endorse, assign or otherwise transfer
to or to register in the name of the Trustee or any of its nominees or endorse
for negotiation any or all of the Securities Collateral, without any indication
that such Securities Collateral is subject to the security interest
hereunder.  In addition, the Trustee
shall have the right at any time upon the occurrence and during the continuance
of any Event of Default to exchange certificates representing or evidencing
Securities Collateral for certificates of smaller or larger denominations.


 


Issuer and
Huntsman Holdings agree to cause all existing and future Securities Collateral
to be issued and held in certificated form.


 


SECTION 3.2                          Financing
Statements and Other Filings; Maintenance of Perfected Security Interest.  Each Pledgor represents and warrants that
the only filings, registrations and recordings necessary and appropriate to
create, preserve, protect, publish notice of and perfect the security interest
granted by each Pledgor to the Trustee (for the benefit of the Secured Parties)
pursuant to this Agreement in respect of the Pledged Collateral are listed in Schedule
B hereto.  Each Pledgor represents
and warrants that all such filings, registrations and recordings have been
delivered to the Trustee in completed and, to the extent necessary or appropriate,
duly executed form for filing in each governmental, municipal or other office
specified in Schedule B hereto and shall be filed, registered and
recorded immediately after the date thereof. 
Each Pledgor agrees that at the sole cost and expense of the Pledgors,
(i) such Pledgor will maintain the security interest created by this
Agreement in the Pledged Collateral as a perfected first priority security
interest and shall defend such security interest against the claims and demands
of all Persons, (ii) such Pledgor will furnish to the Trustee from time to
time statements and schedules further identifying and describing the Pledged
Collateral and such other reports in connection with the Pledged Collateral as
the Trustee may


 


8

















 


reasonably request, all in
reasonable detail and (iii) at any time and from time to time, upon the
written request of the Trustee, such Pledgor will promptly and duly execute and
deliver, and have recorded, such further instruments and documents and take
such further action as the Trustee may reasonably request for the purpose of
obtaining or preserving the full benefits of this Agreement and of the rights
and powers herein granted, including the filing of any financing or
continuation statement under the UCC (or other similar laws) in effect in any
jurisdiction with respect to the security interest created hereby.


 


ARTICLE IV



REPRESENTATIONS, WARRANTIES AND
COVENANTS


 


Each Pledgor
represents, warrants and covenants as follows:


 


SECTION 4.1                          Title,
Authority and Validity; Preservation of Corporate Existence.  (i)  Such Pledgor (A) has good and
valid rights in and title to the Pledged Collateral with respect to which it
has purported to grant a security interest and Lien hereunder, (B) has full
power and authority to grant to the Trustee the security interest in and Lien
on such Pledged Collateral pursuant hereto and to execute, deliver and perform
its obligations in accordance with the terms of this Agreement, without the
consent or approval of any other Person other than any consent or approval that
has been obtained, (C) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization and (D) this Agreement
is a legal, valid and binding obligation of such Pledgor, enforceable against
such Pledgor in accordance with its terms.


 


(ii)                                  Such
Pledgor shall preserve and maintain in full force and effect (A) its
existence and good standing under the laws of the jurisdiction of its
organization and (B) all consents, authorizations and approvals necessary
or required of any Governmental Authority or any other Person relating to the
execution, delivery and performance hereof.


 


SECTION 4.2                          Validity
of Security Interest.  The security
interest in and Lien on the Pledged Collateral granted to the Trustee for the
benefit of the Secured Parties hereunder constitutes (a) a legal and valid
security interest in all the Pledged Collateral securing the payment and
performance of the Secured Obligations, and (b) upon delivery of the Pledged
Collateral to the Trustee, a perfected security interest in all the Pledged
Collateral.  The security interest and
Lien granted to the Trustee for the benefit of the Secured Parties pursuant to
this Agreement in and on the Pledged Collateral will at all times constitute a
perfected, continuing first priority security interest therein, superior and
prior to the rights of all other Persons therein.


 


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SECTION 4.3                          Limitation
on Liens.  Such Pledgor is as of the
date hereof, and, as to Pledged Collateral acquired by it from time to time
after the date hereof, such Pledgor will be, the sole direct and beneficial
owner of all Pledged Collateral pledged by it hereunder free from any Lien or
other right, title or interest of any Person other than Contested Liens.  Pledgor shall, at its own cost and expense,
defend title to the Pledged Collateral pledged by it hereunder and the security
interest therein and Lien thereon granted to the Trustee and the priority
thereof against all claims and demands of all Persons, at its own cost and
expense, at any time claiming any interest therein adverse to the Trustee or
any other Secured Party.  There is no
agreement, and no Pledgor shall enter into any agreement or take any other action,
that would result in the imposition of any other Lien, restrict the
transferability of any of the Pledged Collateral or otherwise impair or
conflict with such Pledgors’ obligations or the rights of the Trustee hereunder.


 


SECTION 4.4                          Other
Financing Statements.  There is no
(nor will there be any) valid or effective financing statement (or similar
statement or instrument of registration under the law of any jurisdiction)
covering or purporting to cover any interest of any kind in the Pledged
Collateral other than as required hereby. 
So long as any of the Secured Obligations remain unpaid, no Pledgor
shall execute or authorize to be filed in any public office any financing
statement (or similar statement or instrument of registration under the law of
any jurisdiction) or statements relating to any Pledged Collateral.


 


SECTION 4.5                          Due
Authorization and Issuance.  All of
the Initial Pledged Shares have been, and to the extent any Pledged Shares are
hereafter issued, such shares will be, upon such issuance, duly authorized,
validly issued and fully paid and non-assessable.  All of the Initial Pledged Shares have been fully paid for, and
there is no amount or other obligation owing by any Pledgor to any issuer of
the Initial Pledged Shares in exchange for or in connection with the issuance
of the Initial Pledged Shares or any Pledgor’s status as a partner or a member
of any issuer of the Initial Pledged Shares. 
All of the Pledged Debt Securities have been duly authorized, executed
and delivered and constitute legal, valid and binding obligations of Huntsman
International Holdings LLC and enforceable in accordance with their terms.


 


SECTION 4.6                          No
Violations, etc.  The pledge of the
Pledged Securities pursuant to this Agreement does not violate Regulation T, U
or X of the Federal Reserve Board.


 


SECTION 4.7                          No
Options, Warrants, etc.  There are
no options, warrants, calls, rights, commitments or agreements of any character
to which such Pledgor is a party or by which it is bound obligating such
Pledgor to issue, deliver or sell or cause to be issued, delivered or sold
additional Pledged Securities or obligating such Pledgor to grant, extend or
enter into any such option, warrant, call, right, commitment or agreement.  There are no voting trusts or other
agreements or understandings to which such Pledgor is a party with respect


 


10

















 


to the transfer, voting or
exercise of any other right of the membership equity interests of any issuer of
the Pledged Securities.


 


SECTION 4.8                          No
Conflicts, Consents, etc.  Neither
the execution and delivery hereof by each Pledgor nor the consummation of the
transactions herein contemplated nor the fulfillment of the terms hereof (i) violates
any Operative Agreement of such Pledgor or any issuer of Pledged Securities,
(ii) violates the terms of any agreement, indenture, mortgage, deed of trust,
equipment lease, instrument or other document to which such Pledgor is a party,
or by which it may be bound or to which any of its properties or assets may be
subject, (iii) conflicts with any Requirement of Law applicable to any such
Pledgor or its property, or (iv) results in or requires the creation or
imposition of any Lien (other than the Lien contemplated hereby) upon or with
respect to any of the property now owned or hereafter acquired by such
Pledgor.  No consent of any party
(including, without limitation, equityholders or creditors of such Pledgor) and
no consent, authorization, approval, license or other action by, and no notice
to or filing with, any Governmental Authority or regulatory body or other Person
is required (A) for the pledge by such Pledgor of the Pledged Collateral
pledged by it pursuant to this Agreement or for the execution, delivery or
performance hereof by such Pledgor, (B) for the exercise by the Trustee of
the voting or other rights provided for in this Agreement or (C) for the
exercise by the Trustee of the remedies in respect of the Pledged Collateral pursuant
to this Agreement, other than, in the case of (A) only, the filing of the
financing statements noted on Schedule B hereto and, in the case of the
disposition of any Pledged Securities, the requirements under the federal securities
laws or the blue sky laws of any applicable state.  In the event that the Trustee desires to exercise any remedies,
voting or consensual rights or attorney-in-fact powers set forth in this
Agreement upon the occurrence and during the continuance of an Event of Default
and determines it necessary to obtain any approvals or consents of any
Governmental Authority or any other Person therefor, then, upon the reasonable
request of the Trustee, such Pledgor agrees to use its best efforts to assist
and aid the Trustee to obtain as soon as practicable any necessary approvals or
consents for the exercise of any such remedies, rights and powers.


 


SECTION 4.9                          Pledged
Collateral.  All information set
forth herein, including the schedules annexed hereto, and all information
contained in any documents, schedules and lists heretofore delivered to any
Secured Party in connection with this Agreement, in each case, relating to the
Pledged Collateral, is accurate and complete in all material respects.  The Pledged Collateral described on the
schedules annexed hereto constitutes all of the equity or debt securities that
constitute Pledged Collateral and are owned or held by the Pledgors as of the
date hereof.


 


SECTION 4.10                    Payment of
Taxes; Compliance with Laws; Contesting Liens; Claims.  Each Pledgor represents and warrants that
all Charges imposed upon or assessed against the Pledged Collateral have been
paid and discharged except to the extent such Charges constitute a Lien not yet
due and payable.  Each Pledgor shall
comply with all


 


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Requirements of Law applicable
to the Pledged Collateral.  Each Pledgor
may at its own expense contest the validity, amount or applicability of any
Charges so long as the contest thereof shall be conducted in accordance with,
and permitted pursuant to the provisions of, the Indenture.  Notwithstanding the foregoing provisions of
this Section 4.10, (i) no contest of any such obligation may be
pursued by such Pledgor if such contest would expose the Trustee or any other
Secured Party to (A) any possible criminal liability or (B) any
additional civil liability for failure to comply with such obligations unless
such Pledgor shall have furnished a bond or other security therefor satisfactory
to the Trustee, or such Secured Party, as the case may be,  and (ii) if at any time payment or performance
of any obligation contested by such Pledgor pursuant to this Section 4.10
shall become necessary to prevent the imposition of remedies because of
non-payment, such Pledgor shall pay or perform the same, in sufficient time to
prevent the imposition of remedies in respect of such default or prospective default.


 


SECTION 4.11                    Vantico.  Huntsman Holdings, LLC covenants and agrees
that if it acquires any common stock of Vantico Group S.A. or any holding
company thereof, (i) it shall immediately contribute such common stock to the
Issuer as a common equity contribution, and (ii) any such initial common equity
contributions shall not result in the issuance of common stock of the
Issuer.  


 


ARTICLE V



CERTAIN PROVISIONS CONCERNING
SECURITIES COLLATERAL


 


SECTION 5.1                          Pledge
of Additional Securities Collateral. 
Each Pledgor shall, upon it or, in the case of clauses (ii) and (iii) of
the definition of “Additional Pledge Shares,” any of its Affiliates, obtaining
any Additional Pledged Shares, accept the same in trust for the benefit of the
Trustee and forthwith deliver to the Trustee a pledge amendment, duly executed
by such Pledgor, in substantially the form of Exhibit 1 annexed hereto
(each, a “Pledge Amendment”), and the certificates and other documents
required under Section 3.1 in respect of the Additional Pledged Shares
which are to be pledged pursuant to this Agreement, and confirming the
attachment of the Lien hereby created on and in respect of such additional
Pledged Shares.  Each Pledgor hereby
authorizes the Trustee to attach each Pledge Amendment to this Agreement and
agrees that all Additional Pledged Shares listed on any Pledge Amendment
delivered to the Trustee shall for all purposes hereunder be considered Pledged
Collateral.


 


SECTION 5.2                          Voting
Rights; Distributions; etc. 
(i)  So long as no Event of
Default shall have occurred and be continuing:


 


(A)                              Each
Pledgor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Securities Collateral or any part thereof for any purpose


 


12

















 


not inconsistent with the terms or purposes hereof, the Indenture or
any other document evidencing the Secured Obligations; provided, however,
that no Pledgor shall in any event exercise such rights in any manner which may
have a Collateral Material Adverse Effect.


 


(B)                                Each
Pledgor shall be entitled to receive and retain, and to utilize free and clear
of the Lien hereof, any and all Distributions, but only if and to the extent
made in accordance with the provisions of the Indenture; provided, however,
that any and all such Distributions consisting of rights or interests in the
form of securities shall be forthwith delivered to the Trustee to hold as
Pledged Collateral and shall, if received by any Pledgor, be received in trust
for the benefit of the Trustee, be segregated from the other property or funds
of such Pledgor and be forthwith delivered to the Trustee as Pledged Collateral
in the same form as so received (with any necessary endorsement).


 


(C)                                The
Trustee shall be deemed without further action or formality to have granted to
each Pledgor all necessary consents relating to voting rights and shall,
if necessary, upon written request of any Pledgor and at the sole cost and
expense of the Pledgors, from time to time execute and deliver (or cause to be
executed and delivered) to such Pledgor all such instruments as such Pledgor
may reasonably request in order to permit such Pledgor to exercise the voting
and other rights which it is entitled to exercise pursuant to Section 5.2(i)(A)
hereof and to receive the Distributions which it is authorized to receive and
retain pursuant to Section 5.2(i)(B) hereof.


 


(ii)                                  Upon
the occurrence and during the continuance of any Event of Default:


 


(A)                              All
rights of each Pledgor to exercise the voting and other consensual rights it
would otherwise be entitled to exercise pursuant to Section 5.2(i)(A)
hereof without any action or the giving of any notice shall cease, and all such
rights shall thereupon become vested in the Trustee, which shall thereupon have
the sole right to exercise such voting and other consensual rights.


 


(B)                                All
rights of each Pledgor to receive Distributions which it would otherwise be
authorized to receive and retain pursuant to Section 5.2(i)(B) hereof
shall cease and all such rights shall thereupon become vested in the Trustee,
which shall thereupon have the sole right to receive and hold as Pledged
Collateral such Distributions.


 


(iii)                               Each
Pledgor shall, at its sole cost and expense, from time to time after the
occurrence and during the continuance of an Event of Default execute and
deliver to the Trustee appropriate instruments as the Trustee may request in
order to permit the Trustee to exercise the voting and other rights which it
may be entitled to exercise pursuant to Section 5.2(ii)(A)


 


13

















 


hereof and to receive all
Distributions which it may be entitled to receive under Section 5.2(ii)(B)
hereof.


 


(iv)                              All
Distributions which are received by any Pledgor contrary to the provisions of Section
5.2(ii)(B) hereof shall be received in trust for the benefit of the
Trustee, shall be segregated from other funds of such Pledgor and shall
immediately be paid over to the Trustee as Pledged Collateral in the same form
as so received (with any necessary endorsement).


 


SECTION 5.3                          Operative
Agreements.  Each Pledgor has
delivered to the Trustee true, correct and complete copies of the Operative
Agreements and the Pledged Debt Securities Indenture.  The Operative Agreements and the Pledged Debt Securities
Indenture are in full force and effect, have not as of the date hereof been
amended or modified except as disclosed to the Trustee, and there is no
existing default by any party thereunder or any event which, with the giving of
notice of passage of time or both, would constitute a default by any party
thereunder.  The Issuer shall deliver to
the Trustee a copy of any notice of default given or received by it under the
Pledged Debt Securities or the Pledged Debt Securities Indenture within ten
days after such Pledgor gives or receives such notice.  No Pledgor will terminate or agree to
terminate any Operative Agreement or the Pledged Debt Securities Indenture or
make any amendment or modification to any Operative Agreement which may have a
Collateral Material Adverse Effect, including electing not to treat any Pledged
Securities of such Pledgor as a security under 8-103 of the UCC.


 


SECTION 5.4                          Defaults,
etc.  Such Pledgor is not in default
in the payment of any portion of any mandatory capital contribution, if any,
required to be made under any agreement to which such Pledgor is a party
relating to the Pledged Securities pledged by it, and such Pledgor is not in
violation of any other provisions of any such agreement to which such Pledgor
is a party, or otherwise in default or violation thereunder.  No Securities Collateral pledged by such
Pledgor is subject to any defense, offset or counterclaim, nor have any of the
foregoing been asserted or alleged against such Pledgor by any Person with
respect thereto, and as of the date hereof, there are no certificates,
instruments, documents or other writings (other than the Operative Agreements
and certificates delivered to the Trustee) which evidence any Pledged Securities
of such Pledgor.


 


SECTION 5.5                          Pledged
Debt Securities.  Upon the
occurrence and during the continuance of an event of default under the Pledged
Debt Securities, the Trustee acting upon a vote of holders of the outstanding
Notes representing at least a majority of the accreted value thereunder shall
have the right to direct the Issuer as to whether or not to accelerate the
Pledged Debt Securities, make a claim thereunder or otherwise exercise remedies
under the Pledged Debt Securities Indenture; provided, that, if such
event of default results solely from the failure to timely deliver financial
statements to holders of Pledged Debt Securities then the


 


14

















 


Trustee shall have such right
set forth in this Section 5.5, after the expiration of 60 days from the
occurrence of such event of default.


 


ARTICLE VI



TRANSFERS AND OTHER LIENS


 


SECTION 6.1                          Transfers
of and other Liens on Pledged Collateral. 
Pledgor shall not (i) sell, convey, assign or otherwise dispose of, or
grant any option with respect to, any of the Pledged Collateral pledged by it
hereunder or (ii) create or permit to exist any Lien upon or with respect to
any of the Pledged Collateral pledged by it hereunder, other than (a) the Liens
created hereunder and (b) Permitted Liens (as defined in the Indenture).


 


ARTICLE VII



REMEDIES


 


SECTION 7.1                          Remedies.  (a) 
Upon the occurrence and during the continuance of any Event of Default,
the Trustee may from time to time exercise in respect of the Securities
Collateral, in addition to the other rights and remedies provided for herein or
otherwise available to it:


 


(i)                                     demand,
sue for, collect or receive any money or property at any time payable or
receivable in respect of the Pledged Collateral including, without limitation,
instructing the obligor or obligors on any agreement, instrument or other obligation
constituting part of the Pledged Collateral to make any payment required by the
terms of such agreement, instrument or other obligation directly to the
Trustee, and in connection with any of the foregoing, compromise, settle,
extend the time for payment and make other modifications with respect thereto; provided,
however, that in the event that any such payments are made directly to
any Pledgor, prior to receipt by any such obligor of such instruction, such
Pledgor shall segregate all amounts received pursuant thereto in trust for the
benefit of the Trustee and shall promptly (but in no event later than one
Business Day after receipt thereof) pay such amounts to the Trustee;


 


(ii)                                  sell,
assign or otherwise liquidate, or direct any Pledgor to sell, assign, grant a
license to use or otherwise liquidate, any and all investments made in whole or
in part with the Pledged Collateral or any part thereof, and take possession of
the proceeds of any such sale, assignment, license or liquidation;


 


15

















 


(iii)                               retain
and apply the Distributions to the Secured Obligations as provided in Article VIII
hereof;


 


(iv)                              exercise
any and all rights as beneficial and legal owner of the Pledged Collateral,
including, without limitation, perfecting assignment of and exercising any and
all voting, consensual and other rights and powers with respect to any Pledged
Collateral; and


 


(v)                                 all
the rights and remedies of a secured party on default under the UCC, and the
Trustee may also in its sole discretion, without notice except as specified in Section 7.2
hereof, sell, assign or grant a license to use the Pledged Collateral or any
part thereof in one or more parcels at public or private sale, at any exchange,
broker’s board or at any of the Trustee’s offices or elsewhere, for cash, on
credit or for future delivery, and at such price or prices and upon such other
terms as the Trustee may deem commercially reasonable.  The Trustee or any other Secured Party or
any of their respective Affiliates may be the purchaser, licensee, assignee or
recipient of any or all of the Pledged Collateral at any such sale and shall be
entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the Pledged Collateral sold, assigned
or licensed at such sale, to use and apply any of the Secured Obligations owed
to such Person as a credit on account of the purchase price of any Pledged
Collateral payable by such Person at such sale.  Each purchaser, assignee, licensee or recipient at any such sale
shall acquire the property sold, assigned or licensed absolutely free from any
claim or right on the part of any Pledgor, and each Pledgor hereby waives, to
the fullest extent permitted by law, all rights of redemption, stay and/or
appraisal which it now has or may at any time in the future have under any rule
of law or statute now existing or hereafter enacted.  The Trustee shall not be obligated to make any sale of Pledged
Collateral regardless of notice of sale having been given.  The Trustee may adjourn any public or
private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned. 
Each Pledgor hereby waives, to the fullest extent permitted by law, any
claims against the Trustee arising by reason of the fact that the price at
which any Pledged Collateral may have been sold, assigned or licensed at such a
private sale was less than the price which might have been obtained at a public
sale, even if the Trustee accepts the first offer received and does not offer
such Pledged Collateral to more than one offeree.


 


SECTION 7.2                          Notice
of Sale.  Each Pledgor acknowledges
and agrees that, to the extent notice of sale or other disposition of Pledged
Collateral shall be required by law, 10 Business Days’ prior notice to such
Pledgor of the time and place of any public sale or of the time after which any
private sale or other intended disposition is to take place shall be
commercially reasonable notification of such matters.  No notification need be given to any


 


16

















 


Pledgor if it has signed, after
the occurrence of an Event of Default, a statement renouncing or modifying any
right to notification of sale or other intended disposition.


 


SECTION 7.3                          Waiver
of Notice and Claims.  Each Pledgor
hereby waives, to the fullest extent permitted by applicable law, notice or
judicial hearing in connection with the Trustee’s taking possession or the Trustee’s
disposition of any of the Pledged Collateral, including, without limitation,
any and all prior notice and hearing for any prejudgment remedy or remedies and
any such right which such Pledgor would otherwise have under law, and each
Pledgor hereby further waives, to the fullest extent permitted by applicable
law:  (i) all damages occasioned by
such taking of possession, (ii) all other requirements as to the time,
place and terms of sale or other requirements with respect to the enforcement
of the Trustee’s rights hereunder and (iii) all rights of redemption,
appraisal, valuation, stay, extension or moratorium now or hereafter in force
under any applicable law.  The Trustee
shall not be liable for any incorrect or improper payment made pursuant to this
Article VII in the absence of gross negligence or willful
misconduct.  Any sale of, or the grant
of options to purchase, or any other realization upon, any Pledged Collateral
shall operate to divest all right, title, interest, claim and demand, either at
law or in equity, of the applicable Pledgor therein and thereto, and shall be a
perpetual bar both at law and in equity against such Pledgor and against any and
all Persons claiming or attempting to claim the Pledged Collateral so sold,
optioned or realized upon, or any part thereof, from, through or under such
Pledgor.


 


SECTION 7.4                          Certain
Sales of Pledged Collateral. 
(i)  Each Pledgor recognizes
that, by reason of certain prohibitions contained in law, rules, regulations or
orders of any Governmental Authority, the Trustee may be compelled, with respect
to any sale of all or any part of the Pledged Collateral, to limit purchasers
to those who meet the requirements of such Governmental Authority.  Each Pledgor acknowledges that any such
sales may be at prices and on terms less favorable to the Trustee than those
obtainable through a public sale without such restrictions, and,
notwithstanding such circumstances, agrees that any such restricted sale shall
be deemed to have been made in a commercially reasonable manner and that,
except as may be required by applicable law, the Trustee shall have no
obligation to engage in public sales.


 


(ii)                                  Each
Pledgor recognizes that, by reason of certain prohibitions contained in the
Securities Act of 1933, as amended (the “Securities Act”), and applicable
state securities laws, the Trustee may be compelled, with respect to any sale
of all or any part of the Securities Collateral, to limit purchasers to Persons
who will agree, among other things, to acquire such Securities Collateral for
their own account, for investment and not with a view to the distribution or
resale thereof.  Each Pledgor acknowledges
that any such private sales may be at prices and on terms less favorable to the
Trustee than those obtainable through a public sale without such restrictions
(including, without limitation, a public offering made pursuant to a
registration statement under the Securities Act), and, notwithstanding such
circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially


 


17

















 


reasonable manner and that the
Trustee shall have no obligation to engage in public sales and no obligation to
delay the sale of any Securities Collateral for the period of time necessary to
permit the issuer thereof to register it for a form of public sale requiring
registration under the Securities Act or under applicable state securities
laws, even if such issuer would agree to do so.


 


(iii)                               Notwithstanding
the foregoing, each Pledgor shall, upon the occurrence and during the
continuance of any Event of Default, at the reasonable request of the Trustee,
for the benefit of the Trustee, cause any registration, qualification under or
compliance with any Federal or state securities law or laws to be effected with
respect to all or any part of the Securities Collateral as soon as practicable
and at the sole cost and expense of the Pledgors.  Each Pledgor will use its commercially reasonable efforts to
cause such registration to be effected (and be kept effective) and will use its
commercially reasonable efforts to cause such qualification and compliance to
be effected (and be kept effective) as may be so requested and as would permit
or facilitate the sale and distribution of such Securities Collateral
including, without limitation, registration under the Securities Act (or any
similar statute then in effect), appropriate qualifications under applicable
blue sky or other state securities laws and appropriate compliance with all
other requirements of any Governmental Authority.  Each Pledgor shall use its commercially reasonable efforts to
cause the Trustee to be kept advised in writing as to the progress of each such
registration, qualification or compliance and as to the completion thereof,
shall furnish to the Trustee such number of prospectuses, offering circulars or
other documents incident thereto as the Trustee from time to time may request,
and shall indemnify and shall cause the issuer of the Securities Collateral to
indemnify the Trustee and all others participating in the distribution of such
Securities Collateral against all claims, losses, damages and liabilities
caused by any untrue statement (or alleged untrue statement) of a material fact
contained therein (or in any related registration statement, notification or
the like) or by any omission (or alleged omission) to state therein (or in any
related registration statement, notification or the like) a material fact
required to be stated therein or necessary to make the statements therein not
misleading.


 


(iv)                              If
the Trustee determines to exercise its right to sell any or all of the
Securities Collateral, upon written request, the applicable Pledgor shall from
time to time furnish to the Trustee all such information as the Trustee may
request in order to determine the number of securities included in the
Securities Collateral which may be sold by the Trustee as exempt transactions under
the Securities Act and the rules of the Securities and Exchange Commission
thereunder, as the same are from time to time in effect.


 


(v)                                 Each
Pledgor further agrees that a breach of any of the covenants contained in this Section
7.4 will cause irreparable injury to the Trustee and other Secured Parties,
that the Trustee and the other Secured Parties have no adequate remedy at law
in respect of such breach and, as a consequence, that each and every covenant
contained in this Section 7.4 shall be specifically enforceable against
such Pledgor, and such Pledgor hereby waives


 


18

















 


and agrees not to assert any
defenses against an action for specific performance of such covenants except
for a defense that no Event of Default has occurred and is continuing.


 


SECTION 7.5                          No
Waiver; Cumulative Remedies. 
(i)  No failure on the part of
the Trustee to exercise, no course of dealing with respect to, and no delay on
the part of the Trustee in exercising, any right, power or remedy hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any such right, power or remedy hereunder preclude any other or further
exercise thereof or the exercise of any other right, power or remedy; nor shall
the Trustee be required to look first to, enforce or exhaust any other
security, collateral or guaranties.  The
remedies herein provided are cumulative and are not exclusive of any remedies
provided by law.


 


(ii)                                  In
the event that the Trustee shall have instituted any proceeding to enforce any
right, power or remedy under this Agreement by foreclosure, sale, entry or otherwise,
and such proceeding shall have been discontinued or abandoned for any reason or
shall have been determined adversely to the Trustee, then and in every such
case, the Pledgors, the Trustee and each other Secured Party shall be restored
to their respective former positions and rights hereunder with respect to the
Pledged Collateral, and all rights, remedies and powers of the Trustee and the
other Secured Parties shall continue as if no such proceeding had been instituted.


 


ARTICLE VIII



APPLICATION OF PROCEEDS


 


The proceeds
received by the Trustee in respect of any sale of, collection from or other
realization upon all or any part of the Pledged Collateral pursuant to the
exercise by the Trustee of its remedies as a secured creditor as provided in Article
VII hereof shall be applied, together with any other sums then held by the
Trustee in the manner set forth in the Indenture.


 


ARTICLE IX



MISCELLANEOUS


 


SECTION 9.1                          Concerning
Trustee.  (i)  The Trustee has been appointed as trustee
pursuant to the Indenture.  The actions
of the Trustee hereunder are subject to the provisions of the Indenture.  The Trustee shall have the right hereunder
to make demands, to give notices, to exercise or refrain from exercising any
rights, and to take or refrain from taking


 


19

















 


action (including, without
limitation, the release or substitution of the Pledged Collateral), in
accordance with this Agreement and the Indenture.  The Trustee may employ agents and attorneys-in-fact in connection
herewith and shall not be liable for the negligence or misconduct of any such
agents or attorneys-in-fact selected by it in good faith.  The Trustee may resign and a successor
Trustee may be appointed in the manner provided in the Indenture.  Upon the acceptance of any appointment as
the Trustee by a successor Trustee, that successor Trustee shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Trustee under this Agreement, and the retiring Trustee shall
thereupon be discharged from its duties and obligations under this
Agreement.  After any retiring Trustee’s
resignation, the provisions hereof shall inure to its benefit as to any actions
taken or omitted to be taken by it under this Agreement while it was the
Trustee.


 


(ii)                                  The
Trustee shall be deemed to have exercised reasonable care in the custody and
preservation of the Pledged Collateral in its possession if such Pledged
Collateral is accorded treatment substantially equivalent to that which the
Trustee, in its individual capacity, accords its own property consisting of
similar instruments or interests, it being understood that neither the Trustee
nor any of the Secured Parties shall have responsibility for (i) ascertaining
or taking action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relating to any Securities Collateral, whether or not
the Trustee or any other Secured Party has or is deemed to have knowledge of
such matters, or (ii) taking any necessary steps to preserve rights against any
Person with respect to any Pledged Collateral.


 


(iii)                               The
Trustee shall be entitled to rely upon any written notice, statement, certificate,
order or other document or any telephone message believed by it to be genuine
and correct and to have been signed, sent or made by the proper person, and,
with respect to all matters pertaining to this Agreement and its duties
hereunder, upon advice of counsel selected by it.


 


SECTION 9.2                          Trustee
May Perform; Trustee Appointed Attorney-in-Fact.  (a) If any Pledgor shall fail to perform any covenants contained
in this Agreement (including, without limitation, such Pledgor’s covenants to
(i) pay Charges or discharge Liens or (ii) pay or perform any obligations of
such Pledgor under any Pledged Collateral) or if any warranty on the part of
any Pledgor contained herein shall be breached, the Trustee may (but shall not
be obligated to) do the same or cause it to be done or remedy any such breach,
and may expend funds for such purpose; provided, however, that Trustee shall in
no event be bound to inquire into the validity of any tax, lien, imposition or
other obligation which such Pledgor fails to pay or perform as and when
required hereby and which such Pledgor does not contest in accordance in accordance
with the provision of Section 4.10 hereof.  Any and all amounts so expended by the Trustee shall be paid by
the Pledgors in accordance with the provisions of Section 9.3
hereof.  Neither the provisions of this Section
9.2 nor any action taken by Trustee pursuant to the provisions of this Section
9.2 shall prevent any such failure to observe any covenant contained in this
Agreement nor any breach of warranty from constituting an Event


 


20

















 


of Default.  Each Pledgor hereby appoints the Trustee as
its attorney-in-fact, with full authority in the place and stead of such Pledgor
and in the name of such Pledgor, or otherwise from time to time in the
Trustee’s discretion upon the occurrence and during the continuance of an Event
of Default to take any action and to execute any instrument consistent with the
terms of the Indenture and this Agreement which the Trustee may deem necessary
or advisable to accomplish the purposes hereof; provided, however,
that the Trustee shall not have any obligation to make any such determination
or to exercise such discretion unless directed to by the Holders pursuant to
the Indenture.  The foregoing grant of
authority is a power of attorney coupled with an interest and such appointment
shall be irrevocable for the term hereof. 
Each Pledgor hereby ratifies all that such attorney shall lawfully do or
cause to be done by virtue hereof.


 


(b)                                 Each
Pledgor hereby authorizes the filing of any financing statements or
continuation statements, and amendments to financing statements, in any
jurisdiction and with any filing offices as the Trustee may determine, in its
reasonable discretion, are necessary or advisable to perfect the security
interest granted to the Trustee for the benefit of the Secured Parties in
connection herewith; provided, however, that the Trustee shall not have any
obligation to make any such determination or to exercise such discretion unless
directed to by the Holders pursuant to the Indenture.  Such financing statements may describe the collateral in the same
manner as described in this Agreement or may contain an indication or description
of collateral that describes such property in any other manner as the Trustee
may determine, in its reasonable discretion, is necessary, advisable or prudent
to ensure the perfection of the security interest in the collateral granted to
the Trustee for the benefit of the Secured Parties in connection herewith;
provided, however, that the Trustee shall not have any obligation to make any
such determination or to exercise such discretion unless directed to by the
Holders pursuant to the Indenture.


 


SECTION 9.3                          Expenses.  Each Pledgor will upon demand pay to the Trustee
the amount of any and all reasonable costs and expenses, including the fees and
expenses of its counsel and the fees and expenses of any experts and agents
which the Trustee may incur in connection with (i) any action, suit or other
proceeding affecting the Pledged Collateral or any part thereof commenced, in
which action, suit or proceeding the Trustee is made a party or participates or
in which the right to use the Pledged Collateral or any part thereof is
threatened, or in which it becomes necessary in the judgment of the Trustee to
defend or uphold the Lien hereof (including, without limitation, any action,
suit or proceeding to establish or uphold the compliance of the Pledged
Collateral with any requirements of any Governmental Authority or law),
(ii) the collection of the Secured Obligations, (iii) the enforcement
and administration hereof, (iv) the custody or preservation of, or the sale of,
collection from, or other realization upon, any of the Pledged Collateral, (v)
the exercise or enforcement of any of the rights of the Trustee or any Secured
Party hereunder or (vi) the failure by any Pledgor to perform or observe any of
the provisions hereof.  All amounts
expended by the Trustee and payable by any Pledgor under this Section 9.3
shall be due upon demand therefor (together


 


21

















 


with interest thereon accruing
at the highest rate then in effect under the Indenture during the period from
and including the date on which such funds were so expended to the date of repayment)
and shall be part of the Secured Obligations. 
Each Pledgor’s obligations under this Section 9.3 shall
survive the termination hereof and the discharge of such Pledgor’s other
obligations under this Agreement, the Indenture and the other Security Documents.


 


SECTION 9.4                          Indemnity.


 


(i)                                     Indemnity.  Each Pledgor agrees to indemnify, pay and
hold harmless the Trustee and each of the other Secured Parties and the
officers, directors, employees, agents and Affiliates of the Trustee and each
of the other Secured Parties (collectively, the “Indemnitees”) from and
against any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs (including, without limitation,
settlement costs), expenses or disbursements of any kind or nature whatsoever
(including, without limitation, the reasonable fees and disbursements of a
single firm of counsel for such Indemnitees in connection with any investigative,
administrative or judicial proceeding, commenced or threatened, whether or not
such Indemnitee shall be designated a party thereto) which may be imposed on,
incurred by, or asserted against that Indemnitee, in any manner relating to or
arising out of this Agreement, the Indenture or the Notes, or any other
document evidencing the Secured Obligations (including, without limitation, any
misrepresentation by any Pledgor in this Agreement, the Indenture or the Notes
or any other document evidencing the Secured Obligations) (the “Indemnified
Liabilities”); provided, however, that no Pledgor shall have
any obligation to an Indemnitee hereunder with respect to Indemnified
Liabilities if it has been determined by a final decision (after all appeals
and the expiration of time to appeal) of a court of competent jurisdiction that
such Indemnified Liabilities arose from the gross negligence, bad faith or
willful misconduct of that Indemnitee. 
To the extent that the undertaking to indemnify, pay and hold harmless
set forth in the preceding sentence may be unenforceable because it is
violative of any law or public policy, each Pledgor shall contribute the
maximum portion which it is permitted to pay and satisfy under applicable law
to the payment and satisfaction of all Indemnified Liabilities incurred by the
Indemnitees or any of them.


 


(ii)                                  Survival.  The obligations of the Pledgors contained in
this Section 9.4 shall survive the termination hereof and the
discharge of the Pledgors’ other obligations under this Agreement, the
Indenture and the Notes.


 


(iii)                               Reimbursement.  Any amounts paid by any Indemnitee as to
which such Indemnitee has the right to reimbursement shall constitute Secured
Obligations secured by the Pledged Collateral.


 


SECTION 9.5                          Continuing
Security Interest; Assignment.  This
Agreement shall create a continuing security interest in the Pledged Collateral
and shall (i) be binding upon the Pledgors, their respective successors
and assigns and (ii) inure, together with the rights and remedies of the
Trustee hereunder, to the benefit of the Trustee and the other


 


22

















 


Secured Parties and each of their respective
successors, transferees and assigns.  No
other Persons (including, without limitation, any other creditor of any
Pledgor) shall have any interest herein or any right or benefit with respect
hereto.  Without limiting the generality
of the foregoing clause (ii), any Secured Party may assign or otherwise
transfer any indebtedness held by it secured by this Agreement to any other
Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to such Secured Party, herein or otherwise,
subject however, to the provisions of the Indenture.


 


SECTION 9.6                          Termination;
Release.  The Pledged Collateral
shall be released from the Lien of this Agreement in accordance with the
provisions of the Indenture.  Upon
termination hereof in accordance with the provisions of the Indenture, the
Trustee shall, upon the request and at the sole cost and expense of the
Pledgors, assign, transfer and deliver to Pledgor, against receipt and without
recourse to or warranty by the Trustee, such of the Pledged Collateral to be
released (in the case of a release) as may be in possession of the Trustee and
as shall not have been sold or otherwise applied pursuant to the terms hereof,
and, with respect to any other Pledged Collateral, proper documents and
instruments (including financing statement amendments or releases)
acknowledging the termination hereof or the release of such Pledged Collateral,
as the case may be.


 


SECTION 9.7                          Modification
in Writing.  No amendment,
modification, supplement, termination or waiver of or to any provision hereof,
nor consent to any departure by any Pledgor therefrom, shall be effective
unless the same shall be made in accordance with the terms of the Indenture and
unless in writing and signed by the Trustee. 
Any amendment, modification or supplement of or to any provision hereof,
any waiver of any provision hereof and any consent to any departure by any
Pledgor from the terms of any provision hereof shall be effective only in the
specific instance and for the specific purpose for which made or given.  Except where notice is specifically required
by this Agreement or any other document evidencing the Secured Obligations, no
notice to or demand on any Pledgor in any case shall entitle any Pledgor to any
other or further notice or demand in similar or other circumstances.


 


SECTION 9.8                          Notices.  Unless otherwise provided herein or in the
Indenture, any notice or other communication herein required or permitted to be
given shall be given in the manner and become effective as set forth in the
Indenture, as to any Pledgor, addressed to it at the address of the Issuer set
forth in the Indenture and as to the Trustee, addressed to it at the address
set forth in the Indenture, or in each case at such other address as shall be
designated by such party in a written notice to the other party complying as to
delivery with the terms of this Section 9.8.


 


SECTION 9.9                          GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.


 


23

















 


SECTION 9.10                    CONSENT TO
JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL.  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY
PLEDGOR WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE SUPREME COURT OF
THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, THE COURTS OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND APPELLATE COURTS OF
ANY THEREOF, AND BY EXECUTION AND DELIVERY HEREOF, EACH PLEDGOR ACCEPTS FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY,
THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND IRREVOCABLY AGREES TO
BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
AGREEMENT.  EACH PLEDGOR AGREES THAT SERVICE
OF PROCESS IN ANY PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED
OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID,
TO THE ISSUER AT ITS ADDRESS SET FORTH IN THE INDENTURE OR AT SUCH OTHER
ADDRESS OF WHICH THE TRUSTEE SHALL HAVE BEEN NOTIFIED PURSUANT THERETO.  IF ANY AGENT APPOINTED BY ANY PLEDGOR
REFUSES TO ACCEPT SERVICE, SUCH PLEDGOR HEREBY AGREES THAT SERVICE UPON IT BY
MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. 
NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE TRUSTEE TO BRING PROCEEDINGS
AGAINST ANY PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION.  THE PLEDGORS HEREBY IRREVOCABLY WAIVE ALL
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


SECTION 9.11                    Severability
of Provisions.  Any provision hereof
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof or affecting the validity
or enforceability of such provision in any other jurisdiction.


 


SECTION 9.12                    Execution
in Counterparts.  This Agreement and
any amendments, waivers, consents or supplements hereto may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original, but all such counterparts together shall constitute one and the
same agreement.


 


SECTION 9.13                    Business
Days.  In the event any time period
or any date provided in this Agreement ends or falls on a day other than a Business
Day, then such time period shall be deemed to end and such date shall be deemed
to fall on the next succeeding


 


24

















 


Business Day, and performance
herein may be made on such Business Day, with the same force and effect as if
made on such other day.


 


SECTION 9.14                    No
Credit for Payment of Taxes or Imposition. 
Such Pledgor shall not be entitled to any credit against the principal,
or accreted value or premium, if any, or interest payable under the Indenture
or the Notes, and such Pledgor shall not be entitled to any credit against any
other sums which may become payable under the terms thereof or hereof, by
reason of the payment of any tax on the Pledged Collateral or any part thereof.


 


SECTION 9.15                    No
Claims Against Trustee.  Nothing
contained in this Agreement shall constitute any consent or request by the Trustee,
express or implied, for the performance of any labor or services or the furnishing
of any materials or other property in respect of the Pledged Collateral or any
part thereof, nor as giving any Pledgor any right, power or authority to
contract for or permit the performance of any labor or services or the
furnishing of any materials or other property in such fashion as would permit
the making of any claim against the Trustee in respect thereof or any claim
that any Lien based on the performance of such labor or services or the
furnishing of any such materials or other property is prior to the Lien hereof.


 


SECTION 9.16                    Obligations
Absolute.  All obligations of each
Pledgor hereunder shall be absolute and unconditional irrespective of:


 


(i)                                     any
bankruptcy, insolvency, reorganization, arrangement, readjustment, composition,
liquidation or the like of any Pledgor;


 


(ii)                                  any
lack of validity or enforceability of the Indenture, the Notes or any other
document evidencing the Secured Obligations, or any other agreement or instrument
relating thereto;


 


(iii)                               any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Secured Obligations, or any other amendment or waiver of or any
consent to any departure from the Indenture, the Notes or any other document evidencing
the Secured Obligations, or any other agreement or instrument relating thereto;


 


(iv)                              any
pledge, exchange, release or non-perfection of any other collateral, or any
release or amendment or waiver of or consent to any departure from any guarantee,
for all or any of the Secured Obligations;


 


(v)                                 any
exercise, non-exercise or waiver of any right, remedy, power or privilege under
or in respect hereof, the Indenture, the Notes or any other document evidencing
the Secured Obligations, except as specifically set forth in a waiver granted
pursuant to the provisions of Section 9.7 hereof; or


 


25

















 


(vi)                              any
other circumstances which might otherwise constitute a defense available to, or
a discharge of, any Pledgor.


 


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26

















 


IN WITNESS
WHEREOF, the Pledgors and the Trustee have caused this Agreement to be duly
executed and delivered by their duly authorized officers as of the date first
above written.


 


	
   

  	
  HMP EQUITY HOLDINGS CORPORATION,

  as Issuer and a Pledgor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Kimo Esplin

  	
   

  
	
   

  	
   

  	
  Name: J. Kimo Esplin

  
	
   

  	
   

  	
  Title: 
  Executive Vice President and Chief

  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN GROUP INC.,

  as a Pledgor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sean Douglas

  	
   

  
	
   

  	
   

  	
  Name: Sean Douglas

  
	
   

  	
   

  	
  Title: 
  Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
  ICI ALTA INC. (to be renamed ALTA ONE
  INC.),

  as a Pledgor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Kimo Esplin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  J. Kimo Esplin

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK MINNESOTA,

  NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jane Y. Schweiger

  	
   

  
	
   

  	
   

  	
  Name: Jane Y. Schweiger

  
	
   

  	
   

  	
  Title: 
  Vice President

  
					



 

















 


EXHIBIT
1


 


PLEDGE AGREEMENT
AMENDMENT


 


This Amendment
to the Pledge Agreement, dated as of
[            ],
200[  ], is delivered pursuant to Section 5.1 of that
certain pledge and security agreement (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Pledge and
Agreement”; capitalized terms used but not otherwise defined herein shall
have the meanings assigned to such terms in the Pledge Agreement), dated as of
May 9, 2003, among HMP Equity Holdings Corporation (the “Issuer” and a “Pledgor”),
the undersigned, the other Pledgors from time to time party thereto and Wells
Fargo Bank Minnesota, National Association, as Trustee (in such capacity and
together with any successors in such capacity, the “Trustee”).  The undersigned hereby agrees that this
Amendment may be attached to the Pledge Agreement and that the Pledged
Securities listed on this Amendment shall be deemed to be and shall become part
of the Pledged Collateral and shall secure all Secured Obligations.


 


PLEDGED SECURITIES


 


	
  ISSUER

  	
   

  	
  CLASS

  OF STOCK

  OR

  INTERESTS

  	
   

  	
  PAR

  VALUE

  	
   

  	
  CERTIFICATE

  NO(S).

  	
   

  	
  NUMBER OF

  SHARES

  OR

  INTERESTS

  	
   

  	
  PERCENTAGE
  OF

  ALL ISSUED CAPITAL

  OR OTHER

  MEMBERSHIP EQUITY

  INTERESTS OF ISSUER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


	
   

  	
  [      ],

  
	
   

  	
   

  
	
   

  	
  as Pledgor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:]

  



 

















 


 


	
  AGREED TO
  AND ACCEPTED:

  
	
   

  
	
  [                                ],
  as Trustee

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


2

















 


SCHEDULE A


 


Pledged Shares Issuers


 


	
  PLEDGOR

  	
   

  	
  ISSUER

  	
   

  	
  CLASS

  OF STOCK

  OR

  INTERESTS

  	
   

  	
  PAR

  VALUE

  	
   

  	
  CERT

  NO(S).

  	
   

  	
  NUMBER OF

  SHARES

  OR

  INTERESTS

  	
   

  	
  % OF

  ALL ISSUED

  CAPITAL OR

  OTHER EQUITY

  INTERESTS OF

  ISSUER

  	
   

  
	
  Huntsman Group Inc.

  	
   

  	
  HMP Equity
  Holdings Corporation

  	
   

  	
  Common

  	
   

  	
  $

  	
  0.01

  	
   

  	
  C-9

  	
   

  	
  18,027,214

  	
   

  	
  100

  	
  %

  
	
  HMP Equity Holdings Corporation

  	
   

  	
  Huntsman Company
  LLC

  	
   

  	
  Common

  	
   

  	
   

  	
   

  	
  1

  	
   

  	
  10,000,000

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
  Huntsman
  International Holdings LLC

  	
   

  	
  Non-voting convertible

  	
   

  	
   

  	
   

  	
  7

  	
   

  	
  11 1/9

  	
   

  	
  1

  	
  %

  
	
   

  	
   

  	
  Huntsman
  International Holdings LLC

  	
   

  	
  Non-voting convertible

  	
   

  	
   

  	
   

  	
  8

  	
   

  	
  44 4/9

  	
   

  	
  4.5

  	
  %

  
	
   

  	
   

  	
  Huntsman
  International Holdings LLC

  	
   

  	
  Non-voting convertible

  	
   

  	
   

  	
   

  	
  9

  	
   

  	
  44 4/9

  	
   

  	
  4.5

  	
  %

  
	
   

  	
   

  	
  ICI Alta
  Inc.

  	
   

  	
  Common

  	
   

  	
  $

  	
  1.00

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
  ICI Alta Inc.

  	
   

  	
  Huntsman
  International Holdings LLC

  	
   

  	
  N/A

  	
   

  	
   

  	
   

  	
  5

  	
   

  	
  300

  	
   

  	
  30

  	
  %

  



 

















 


SCHEDULE B


 


Financing Statements and Other Filings


 


	
  TYPE

  OF

  FILING

  	
   

  	
  ENTITY

  	
   

  	
  APPLICABLE

  SECURITY

  DOCUMENT

  	
   

  	
  JURISDICTION

  	
   

  
	
  UCC-1 Financing Statement

  	
   

  	
  HMP Equity
  Holdings Corporation

  	
   

  	
  Pledge Agreement

  	
   

  	
  Delaware

  	
   

  
	
  UCC-1 Financing Statement

  	
   

  	
  Huntsman
  Group Inc.

  	
   

  	
  Pledge Agreement

  	
   

  	
  Delaware

  	
   

  
	
  UCC-1 Financing Statement

  	
   

  	
  ICI Alta
  Inc.

  	
   

  	
  Pledge Agreement

  	
   

  	
  Delaware