**Exhibit4.2**

** **

Execution Copy

**HUNTSMAN INTERNATIONAL LLC**

**$200,000,000 7 7/8% Senior Subordinated Notes due2014**

**guaranteed on a senior subordinated basis as tothepayment of principal, premium,if any, and interest by**

AIRSTAR CORPORATION

EUROFUELS LLC

EUROSTAR INDUSTRIES LLC

HUNTSMAN EA HOLDINGS LLC

HUNTSMAN ETHYLENEAMINES LTD.

HUNTSMAN INTERNATIONAL FINANCIAL LLC

HUNTSMAN INTERNATIONAL FUELS, L.P.

HUNTSMAN PROPYLENE OXIDE HOLDINGS LLC

HUNTSMAN PROPYLENE OXIDE LTD.

HUNTSMAN TEXAS HOLDINGS LLC

HUNTSMAN ADVANCED MATERIALS AMERICAS INC.

HUNTSMAN ADVANCED MATERIALS HOLDINGS LLC

HUNTSMAN ADVANCED MATERIALS LLC

HUNTSMAN AUSTRALIA INC.

HUNTSMAN CHEMICAL COMPANY LLC

HUNTSMAN CHEMICAL FINANCE CORPORATION

HUNTSMAN CHEMICAL PURCHASING CORPORATION

HUNTSMAN ENTERPRISES, INC.

HUNTSMAN EXPANDABLE POLYMERS COMPANY, LC

HUNTSMAN FAMILY CORPORATION

HUNTSMAN FUELS, L.P.

HUNTSMAN GROUP HOLDINGS FINANCE CORPORATION

HUNTSMAN GROUP INTELLECTUAL PROPERTY HOLDINGSCORPORATION

HUNTSMAN HEADQUARTERS CORPORATION

HUNTSMAN INTERNATIONAL CHEMICALS CORPORATION

HUNTSMAN INTERNATIONAL SERVICES CORPORATION

HUNTSMAN INTERNATIONAL TRADING CORPORATION

HUNTSMAN MA INVESTMENT CORPORATION

HUNTSMAN MA SERVICES CORPORATION

HUNTSMAN PETROCHEMICAL CANADA HOLDINGS CORPORATION

HUNTSMAN PETROCHEMICAL CORPORATION

HUNTSMAN PETROCHEMICAL FINANCE CORPORATION

HUNTSMAN PETROCHEMICAL PURCHASING CORPORATION

HUNTSMAN POLYMERS CORPORATION

HUNTSMAN POLYMERS HOLDINGS CORPORATION

HUNTSMAN PROCUREMENT CORPORATION

HUNTSMAN PURCHASING, LTD.

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JK HOLDINGS CORPORATION

PETROSTAR FUELS LLC

PETROSTAR INDUSTRIES LLC

POLYMER MATERIALS INC.

TIOXIDE AMERICASINC.

TIOXIDE GROUP

***Exchange and Registration Rights Agreement***

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November 13, 2006

Deutsche Bank SecuritiesInc.Credit Suisse Securities (USA) LLCCitigroup Global Markets Inc.Wachovia Capital Markets, LLC

c/o Deutsche BankSecurities Inc.60 Wall StreetNew York, New York 10005

Ladies and Gentlemen:

Huntsman International LLC, a Utah limited liabilitycompany (the “Company”), proposes to issue and sell to the Purchasers(as defined herein) upon the terms set forth in the Purchase Agreement (asdefined herein) $200,000,000 aggregate principal amount of the Company’s 7 7/8%Senior Subordinated Notes due 2014 (the “Notes”), which are guaranteedon a senior subordinated basis by each of the guarantors listed on Schedule Ihereto.

Pursuant to the PurchaseAgreement and in satisfaction of a condition to the obligations of thePurchasers thereunder, the Company and the Guarantors agree with the Purchasersfor the benefit of holders (as defined herein) from time to time of theRegistrable Securities (as defined herein) as follows:

# 1.                                       *Certain Definitions*.  For purposes of this Exchange andRegistration Rights Agreement, the following terms shall have the followingrespective meanings:

“Base Interest” shall mean the interest thatwould otherwise accrue on the Securities under the terms thereof and theIndenture, without giving effect to the provisions of this Exchange andRegistration Rights Agreement.

“broker-dealer” shall mean any broker or dealerregistered with the Commission under the Exchange Act.

“Closing Date” shall mean the date on which theSecurities are initially issued.

“Commission” shall mean the United StatesSecurities and Exchange Commission, or any other federal agency at the timeadministering the Exchange Act or the Securities Act, whichever is the relevantstatute for the particular purpose.

“Effective Time” in the case of (i) an ExchangeRegistration, shall mean the time and date as of which the Commission declaresthe Exchange Registration Statement effective or as of which the ExchangeRegistration Statement otherwise becomes effective and (ii) a ShelfRegistration, shall mean the time and date as of which the

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Commissiondeclares the Shelf Registration Statement effective or as of which the ShelfRegistration Statement otherwise becomes effective.

“Electing Holder” shall mean any holder ofRegistrable Securities that has returned a completed and signed Notice andQuestionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii)hereof.

“Exchange Act” shall mean the SecuritiesExchange Act of 1934, or any successor thereto, as the same shall be amendedfrom time to time.

“Exchange Offer” shall have the meaningassigned thereto in Section 2(a) hereof.

“Exchange Registration” shall have the meaningassigned thereto in Section 3(c) hereof.

“Exchange Registration Statement” shall havethe meaning assigned thereto in Section 2(a) hereof.

“Exchange Securities” shall have the meaningassigned thereto in Section 2(a) hereof.

“Guarantee” shall have the meaning assignedthereto in the Indenture.

“Guarantor” shall have the meaning assignedthereto in the Indenture.

“holder” shall mean each of the Purchasers andother persons who acquire Registrable Securities from time to time (includingany successors or assigns), in each case for so long as such person owns anyRegistrable Securities.

“Indenture” shall mean the Indenture, dated asof November 13, 2006, between the Company, the Guarantors and Wells FargoBank, National Association, as Trustee, as the same shall be amended from timeto time relating to the Securities.

“Notes” shall have the meaning assigned theretoin the introductory paragraphs to this Exchange and Registration RightsAgreement.

“Notice and Questionnaire” means a Notice ofRegistration Statement and Selling Securityholder Questionnaire substantiallyin the form of Exhibit A hereto.

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

“Purchase Agreement” shall mean the PurchaseAgreement, dated as of October 31, 2006, among the Purchasers, the Guarantorsand the Company relating to the Securities.

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“Purchasers” shall mean the Purchasers named inSchedule I to the Purchase Agreement.

“Registrable Securities” shall mean theSecurities; *provided, however,* that a Security shallcease to be a Registrable Security when (i) in the circumstances contemplatedby Section 2(a) hereof, the Security has been exchanged for an Exchange Securityin an Exchange Offer as contemplated in Section 2(a) hereof (*provided* that any Exchange Security that, pursuant to thelast two sentences of Section 2(a), is included in a prospectus for use inconnection with resales by broker-dealers shall be deemed to be a RegistrableSecurity with respect to Sections 5, 6 and 9 until resale of such Security hasbeen effected within the 120-day period referred to in Section 2(a)); (ii) inthe circumstances contemplated by Section 2(b) hereof, a Shelf RegistrationStatement registering such Security under the Securities Act has been declaredor becomes effective and such Security has been sold or otherwise transferredby the holder thereof pursuant to and in a manner contemplated by sucheffective Shelf Registration Statement; (iii) such Security is sold pursuant toRule 144 under circumstances in which any legend borne by such Securityrelating to restrictions on transferability thereof, under the Securities Actor otherwise, is removed by the Company or pursuant to the Indenture; (iv) suchSecurity is eligible to be sold pursuant to paragraph (k) of Rule 144; or(v) such Security shall cease to be outstanding.

“Registration Default” shall have the meaningassigned thereto in Section 2(c) hereof.

“Registration Default Period” shall have themeaning assigned thereto in Section 2(c) hereof.

“Registration Expenses” shall have the meaningassigned thereto in Section 4 hereof.

“Resale Period” shall have the meaning assignedthereto in Section 2(a) hereof.

“Restricted Holder” shall mean (i) a holderthat is an affiliate of the Company within the meaning of Rule 405, (ii) aholder who acquires Exchange Securities outside the ordinary course of suchholder’s business, (iii) a holder who has arrangements or understandings withany person to participate in the Exchange Offer for the purpose of distributingExchange Securities and (iv) a holder that is a broker-dealer, but only withrespect to Exchange Securities received by such broker-dealer pursuant to anExchange Offer in exchange for Registrable Securities acquired by thebroker-dealer directly from the Company.

“Rule 144,” “Rule 405” and “Rule 415” shallmean, in each case, such rule promulgated under the Securities Act (or any successorprovision), as the same shall be amended from time to time.

“Securities” shall mean the Notes of theCompany to be issued and sold to the Purchasers pursuant to the PurchaseAgreement, and securities issued in exchange therefor or in lieu thereof pursuantto the Indenture (other than Exchange Securities).

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EachSecurity is entitled to the benefit of the Guarantee provided for in theIndenture and, unless the context otherwise requires, any reference herein to a“Security,” an “Exchange Security” or a “Registrable Security” shall include areference to the related Guarantee.

“Securities Act” shall mean the Securities Actof 1933, or any successor thereto, as the same shall be amended from time totime.

“Shelf Registration” shall have the meaningassigned thereto in Section 2(b) hereof.

“Shelf Registration Statement” shall have themeaning assigned thereto in Section 2(b) hereof.

“Special Interest” shall have the meaningassigned thereto in Section 2(c) hereof.

“Trustee” shall have the meaning assignedthereto in the Indenture.

“Trust Indenture Act” shall mean the TrustIndenture Act of 1939, or any successor thereto, and the rules, regulations andforms promulgated thereunder, all as the same shall be amended from time totime.

Unless the context otherwiserequires, any reference herein to a “Section” or “clause” refers to a Sectionor clause, as the case may be, of this Exchange and Registration RightsAgreement, and the words “herein,” “hereof” and “hereunder” and other words ofsimilar import refer to this Exchange and Registration Rights Agreement as awhole and not to any particular Section or other subdivision.

# 2.                                       *Registration Under the Securities Act*.

## (a)                                  Exceptas set forth in Section 2(b) below, the Company agrees to use its reasonablebest efforts to file under the Securities Act a registration statement relatingto offers to exchange (such registration statement, the “ExchangeRegistration Statement,” and such offers, collectively, the “ExchangeOffer”) any and all of the Registrable Securities for a like aggregateprincipal amount of debt securities issued by the Company and guaranteed by theGuarantors, which debt securities and guarantee are substantially identical tothe Securities and the related Guarantees, respectively (and are entitled tothe benefits of a trust indenture which is substantially identical to theIndenture and which has been qualified under the Trust Indenture Act), exceptthat they have been registered pursuant to an effective registration statementunder the Securities Act and do not contain provisions for registration rightsor the Special Interest contemplated in Section 2(c) below (such new debtsecurities and guarantee hereinafter called “Exchange Securities”).  The Company agrees to use its reasonable bestefforts to cause the Exchange Registration Statement to become effective underthe Securities Act no later than July 13, 2008. The Exchange Offer will be registered under the Securities Act on theappropriate form and will comply with all applicable tender offer rules andregulations under the Exchange Act.  TheCompany further agrees to use its reasonable best efforts to commence andcomplete the Exchange Offer within 45 days after the date the ExchangeRegistration Statement is declared effective by the Commission, hold theExchange Offer open for at least 20 days (or longer if required by applicablelaw) and****exchange ExchangeSecurities for all Registrable

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## Securities that have been properly tenderedand not withdrawn on or prior to the expiration of the Exchange Offer.  The Exchange Offer will be deemed to havebeen “completed” only if the debt securities****andrelated guarantee received by holders other than Restricted Holders in theExchange Offer for Registrable Securities are, upon receipt, transferable byeach such holder without restriction under the Securities Act and withoutmaterial restrictions under the blue sky or securities laws of a substantialmajority of the States of the United States of America, it being understoodthat broker-dealers receiving Exchange Notes will be subject to certainprospectus delivery requirements with respect to resale of the ExchangeNotes.  The Exchange Offer shall bedeemed to have been completed upon the earlier to occur of (i) the Companyhaving exchanged the Exchange Securities for all outstanding RegistrableSecurities pursuant to the Exchange Offer and (ii) the Company havingexchanged, pursuant to the Exchange Offer, Exchange Securities for allRegistrable Securities that have been properly tendered and not withdrawn beforethe expiration of the Exchange Offer, which shall be on a date that is at least20 days following the commencement of the Exchange Offer.  The Company agrees (x) to include in theExchange Registration Statement a prospectus for use in any resales by anyholder of Exchange Securities that is a broker-dealer and (y) to keepsuch Exchange Registration Statement effective for a period (the “ResalePeriod”) beginning when Exchange Securities are first issued in theExchange Offer and ending upon the earlier of the expiration of the 120th dayafter the Exchange Offer has been completed or such time as such broker-dealersno longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shallhave the benefit of the rights of indemnification and contribution set forth inSections 6(a), (c), (d) and (e) hereof.

Each holder thatparticipates in the Exchange Offer will be required, as a condition to itsparticipation in the Exchange Offer, to represent to the Company in writing(which may be contained in the applicable letter of transmittal) (i) that anyExchange Securities to be received by it will be acquired in the ordinarycourse of its business, (ii) that at the time of the commencement of theExchange Offer, such holder has no arrangement or understanding with any Personto participate in the distribution (within the meaning of the Securities Act)of the Exchange Securities in violation of the Securities Act, (iii) that suchholder is not an “affiliate” of the Company as such term is defined in Rule 405promulgated under the Securities Act, (iv) if such holder is a broker-dealer,that it is not engaged in, and does not intend to engage in, the distributionof Exchange Notes; and (v) if such holder is a broker-dealer that will receiveExchange Securities for its own account in exchange for Securities that wereacquired as a result of market-making or other trading activities (an “ExchangingDealer”), that it will deliver a prospectus in connection with the resaleof such Exchange Securities.  Abroker-dealer that is not able to make the representation in clause (v) abovewill not be permitted to participate in the Exchange Offer.

## (b)                                 Ifon or prior to the time the Exchange Offer is completed, any law or theexisting Commission interpretations are changed such that (i) the debtsecurities or the related guarantee received by holders other than RestrictedHolders in the Exchange Offer for Registrable Securities are not or would notbe, upon receipt, transferable by each such holder without restriction underthe Securities Act, (ii) for any other reason the Exchange Offer has not beencompleted within 45 days after July 13, 2008 or (iii) the Exchange Offer is notavailable to any holder of the Securities by reason of U.S. law or Commissionpolicy (other than due solely to the status of such holder as an affiliate ofthe Company within the meaning of the Securities

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## Act or as an Exchanging Dealer), the Companyshall, in lieu of (or, in the case of clause (iii), in addition to) conductingthe Exchange Offer contemplated by Section 2(a), file under the Securities Actas soon as practicable, but no later than the later of 75 days after the timesuch obligation to file arises, a “shelf” registration statement providing forthe registration of, and the sale on a continuous or delayed basis by theholders of, all of the Registrable Securities, pursuant to Rule 415 or anysimilar rule that may be adopted by the Commission (such filing, the “ShelfRegistration” and such registration statement, the “Shelf RegistrationStatement”).  The Company agrees touse its reasonable best efforts (x) to cause the Shelf Registration Statementto become or be declared effective and to keep such Shelf RegistrationStatement continuously effective for a period ending on the earlier of thesecond anniversary of the Effective Time or such time as there are no longerany Registrable Securities outstanding; *provided*,*however*, that (I) no holder shallbe entitled to be named as a selling securityholder in the Shelf RegistrationStatement or to use the prospectus forming a part thereof for resales ofRegistrable Securities unless such holder is an Electing Holder and (II) theCompany shall be permitted to take any action that would suspend theeffectiveness of a Shelf Registration Statement or result in holders covered bya Shelf Registration Statement not being able to offer and sell such Securitiesif (i) such action is required by law or (ii) such action is taken by theCompany in good faith and for valid business reasons involving a materialundisclosed event, and (y) after the Effective Time of the Shelf RegistrationStatement, within 30 days following the request of any holder of RegistrableSecurities that is not then an Electing Holder, to take any action reasonablynecessary to enable such holder to use the prospectus forming a part thereoffor resales of Registrable Securities, including, without limitation, anyaction necessary to identify such holder as a selling securityholder in theShelf Registration Statement; *provided,however,* that nothing in this clause (y) shall relieve any suchholder of the obligation to return a completed and signed Notice andQuestionnaire to the Company in accordance with Section 3(d)(iii) hereof.  The Company further agrees to supplement ormake amendments to the Shelf Registration Statement, as and when required bythe rules, regulations or instructions applicable to the registration form usedby the Company for such Shelf Registration Statement or by the Securities Act orrules and regulations thereunder for shelf registration, and the Company agreesto furnish to each Electing Holder copies of any such supplement or amendmentprior to its being used or promptly following its filing with the Commission.

## (c)                                  Inthe event that (i) the Exchange Registration Statement or Shelf RegistrationStatement has not become effective or been declared effective by the Commissionon or before the date on which such registration statement is required tobecome or be declared effective pursuant to Section 2(a) or 2(b), respectively,or (ii) the Exchange Offer has not been completed within 45 business days afterthe initial effective date of the Exchange Registration Statement relating tothe Exchange Offer (if the Exchange Offer is then required to be made) or (iii)any Exchange Registration Statement or Shelf Registration Statement required bySection 2(a) or 2(b) hereof is filed and declared effective but shallthereafter either be withdrawn by the Company or shall become subject to aneffective stop order issued pursuant to Section 8(d) of the Securities Actsuspending the effectiveness of such registration statement (except asspecifically permitted herein) without being succeeded immediately by anadditional registration statement filed and declared effective (each such eventreferred to in clauses (i) through (iv), a “Registration Default” andeach period during which a Registration Default has occurred and is continuing,a “Registration Default Period”), then, as liquidated damages for suchRegistration Default, subject to the provisions of Section 9(b), special interest(“Special Interest”), in addition

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## to the Base Interest, shall accrue at a perannum rate of 0.125% for the first 90 days of the Registration Default Period,at a per annum rate of 0.25% for the second 90 days of the Registration DefaultPeriod, at a per annum rate of 0.375% for the third 90 days of the RegistrationDefault Period and at a per annum rate of 0.5% thereafter for the remainingportion of the Registration Default Period; *provided,however*, that Special Interest shall not accrue if the failure ofthe Company to comply with its obligations hereunder is a result of the failureof any of the holders, underwriters, Purchasers or placement or sales agents tofulfill their respective obligations hereunder; and *provided*, *further*,Special Interest shall only accrue until, but excluding, the earlier of (1) thedate on which such Registration Default has been cured or (2) the date on whichthe Securities accruing such Special Interest cease to be RegistrableSecurities.  Special Interest accrued forany period shall be payable at the relevant interest payment date for suchperiod under the terms of the applicable series of Securities.

## (d)                                 Notwithstandingthe foregoing: (1) the amount of Special Interest that accrues will notincrease because more than one Registration Default has occurred and ispending; (2) a holder of Registrable Securities or Exchange Securities who isnot entitled to the benefits of the Shelf Registration Statement (including,but not limited to any such holder who has not returned a completed and signedNotice and Questionnaire to the Company in accordance with Section 3(d)(iii)hereof) will not be entitled to Special Interest with respect to a RegistrationDefault that pertains to the Shelf Registration Statement; and (3) a holder ofRegistrable Securities constituting an unsold allotment from the original saleof the notes or who otherwise is not entitled to participate in the ExchangeOffer will not be entitled to the accrual of Special Interest by reason of aRegistration Default that pertains to the Exchange Offer.

## (e)                                  TheCompany shall take, and shall cause the Guarantors to take, all actionsnecessary or advisable to be taken by it to ensure that the transactionscontemplated herein are effected as so contemplated, including all actionsnecessary or desirable to register the Guarantees under the registrationstatement contemplated in Section 2(a) or 2(b) hereof, as applicable.

## (f)                                    Anyreference herein to a registration statement as of any time shall be deemed toinclude any document incorporated, or deemed to be incorporated, therein byreference as of such time and any reference herein to any post-effectiveamendment to a registration statement as of any time shall be deemed to includeany document incorporated, or deemed to be incorporated, therein by referenceas of such time.

# 3.                                       *Registration Procedures.*

If the Company files aregistration statement pursuant to Section 2(a) or Section 2(b), the followingprovisions shall apply:

(a)                                  At or before theEffective Time of the Exchange Offer or the Shelf Registration, as the case maybe, the Company shall qualify the Indenture under the Trust Indenture Act.

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(b)                                 In the event that suchqualification would require the appointment of a new trustee under theIndenture, the Company shall appoint a new trustee thereunder pursuant to theapplicable provisions of the Indenture.

(c)                                  In connection withthe Company’s obligations with respect to the registration of ExchangeSecurities as contemplated by Section 2(a) (the “Exchange Registration”),if applicable, the Company shall, as soon as reasonably practicable (or asotherwise specified):

### (i)  use its reasonable best efforts to prepare and file with the Commissionan Exchange Registration Statement on any form which may be utilized by theCompany and which shall permit the Exchange Offer and resales of ExchangeSecurities by broker-dealers during the Resale Period to be effected ascontemplated by Section 2(a), and use its best reasonable efforts to cause suchExchange Registration Statement to become effective no later than July 13,2008;

### (ii)  after the Effective Time of the Exchange Registration Statement, exceptas permitted hereunder, prepare and file with the Commission such amendmentsand supplements to such Exchange Registration Statement and the prospectusincluded therein as may be necessary to effect and maintain the effectivenessof such Exchange Registration Statement for the periods and purposes contemplatedin Section 2(a) hereof and as may be required by the applicable rules andregulations of the Commission and the instructions applicable to the form ofsuch Exchange Registration Statement, and promptly provide each broker-dealerholding Exchange Securities with such number of copies of the prospectusincluded therein (as then amended or supplemented), in conformity in allmaterial respects with the requirements of the Securities Act and the TrustIndenture Act and the rules and regulations of the Commission thereunder, assuch broker-dealer may reasonably request prior to the expiration of the ResalePeriod, for use in connection with resales of Exchange Securities;

### (iii)  after the Effective Time of the Exchange Registration Statement andduring the Resale Period promptly notify each broker-dealer that has requestedcopies of the prospectus included in such registration statement, and confirmsuch advice in writing, (A) with respect to such Exchange RegistrationStatement or any post-effective amendment, when the same has become effective,(B) of the issuance by the Commission of any stop order suspending theeffectiveness of such Exchange Registration Statement or the initiation orthreatening of any proceedings for that purpose, (C) of the receipt by theCompany of any notification with respect to the suspension of the qualificationof the Exchange Securities for sale in any jurisdiction or the initiation orthreatening of any proceeding for such purpose, or (D) at any time during theResale Period when a prospectus is required to be delivered under theSecurities Act, that such Exchange Registration Statement, prospectus,prospectus amendment or supplement or post-effective amendment does notconform in all material respects to the applicable requirements of theSecurities Act and the Trust Indenture Act and the rules and regulations of theCommission thereunder or contains an untrue

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### statement of a material fact or omits to state any material factrequired to be stated therein or necessary to make the statements therein notmisleading in light of the circumstances then existing, which such notice, inthe case of clauses (B), (C) and (D) shall require any broker-dealer to suspendthe use of such prospectus until further notice;

### (iv)  in the event that the Company would be required, pursuant to Section3(c)(iii)(D) above, to notify any broker-dealers holding Exchange Securities,prepare and furnish to each such holder a reasonable number of copies of aprospectus supplemented or amended so that, as thereafter delivered topurchasers of such Exchange Securities during the Resale Period, such prospectusshall conform in all material respects to the applicable requirements of theSecurities Act and the Trust Indenture Act and the rules and regulations of theCommission thereunder and shall not contain an untrue statement of a materialfact or omit to state a material fact required to be stated therein ornecessary to make the statements therein not misleading in light of thecircumstances then existing; *provided, however*,the Company shall not be required to amend or supplement such prospectus if (i)not permitted by law or (ii) the Company in good faith and for valid businessreasons determines that to do so would involve disclosing a material undisclosedevent;

### (v)  use its reasonable best efforts to obtain the withdrawal of any ordersuspending the effectiveness of such Exchange Registration Statement or anypost-effective amendment thereto at the earliest practicable date unlessthe Company in good faith and for valid business reasons determines that to doso would involve disclosing a material undisclosed event;

### (vi)  use its reasonable best efforts to (A) register or qualify the ExchangeSecurities under the securities laws or blue sky laws of such jurisdictions asare contemplated by Section 2(a) no later than the commencement of the ExchangeOffer, (B) keep such registrations or qualifications in effect and comply withsuch laws so as to permit the continuance of offers, sales and dealings thereinin such jurisdictions until the expiration of the Resale Period and (C) takeany and all other actions as may be reasonably necessary or advisable to enableeach broker-dealer holding Exchange Securities to consummate the dispositionthereof in such jurisdictions; *provided, however,*that neither the Company nor the Guarantors shall be required for any suchpurpose to (1) qualify as a foreign corporation in any jurisdiction wherein itwould not otherwise be required to qualify but for the requirements of thisSection 3(c)(vi), (2) consent to general service of process or taxation in anysuch jurisdiction or (3) make any changes to its incorporating documents orlimited liability agreement or any other agreement between it and itsstockholders or members;

### (vii)  provide an ISIN and a CUSIP number for all Exchange Securities, notlater than the applicable Effective Time; and

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### (viii) comply with all applicable rules and regulations of the Commission, andmake generally available to its securityholders as soon as practicable but nolater than 18 months after the effective date of such Exchange RegistrationStatement, an earning statement of the Company and its subsidiaries complyingwith Section 11(a) of the Securities Act (including, at the option of theCompany, Rule 158 thereunder).

(d)                                 In connection with theCompany’s obligations with respect to the Shelf Registration, if applicable,the Company shall, as soon as reasonably practicable (or as otherwise specified):

### (i) prepare and file with the Commission, as soon as reasonably practicablebut in any case within the time periods specified in Section 2(b), a ShelfRegistration Statement on any form which may be utilized by the Company andwhich shall register all of the Registrable Securities for resale by the holdersthereof in accordance with such method or methods of disposition as may bespecified by such of the holders as, from time to time, may be Electing Holdersand use its reasonable best efforts to cause such Shelf Registration Statementto become effective as soon as reasonably practicable but in any case withinthe time periods specified in Section 2(b);

### (ii) prior to the Effective Time of the Shelf Registration Statement, mailthe Notice and Questionnaire to the holders of Registrable Securities; noholder shall be entitled to be named as a selling securityholder in the ShelfRegistration Statement as of the Effective Time, and no holder shall beentitled to use the prospectus forming a part thereof for resales ofRegistrable Securities at any time, unless such holder has returned a completedand signed Notice and Questionnaire to the Company by the deadline for responseset forth therein; *provided, however*,holders of Registrable Securities shall have at least 28 calendar days from thedate on which the Notice and Questionnaire is first mailed to such holders toreturn a completed and signed Notice and Questionnaire to the Company;

### (iii) after the Effective Time of the Shelf Registration Statement, upon therequest of any holder of Registrable Securities that is not then an ElectingHolder, promptly send a Notice and Questionnaire to such holder; *provided* that the Company shall not be required to take anyaction to name such holder as a selling securityholder in the ShelfRegistration Statement or to enable such holder to use the prospectus forming apart thereof for resales of Registrable Securities until such holder hasreturned a completed and signed Notice and Questionnaire to the Company;

### (iv) after the Effective Time of the Shelf Registration Statement, except aspermitted hereunder, as soon as reasonably practicable prepare and file withthe Commission such amendments and supplements to such Shelf RegistrationStatement and the prospectus included therein as may be necessary to effect andmaintain the effectiveness of such Shelf Registration Statement for the

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### period specified in Section 2(b) hereof and as may be required by theapplicable rules and regulations of the Commission and the instructionsapplicable to the form of such Shelf Registration Statement, and furnish to theElecting Holders copies of any such supplement or amendment simultaneously withor prior to its being used or filed with the Commission;

### (v) comply with the provisions of the Securities Act with respect to thedisposition of all of the Registrable Securities covered by such ShelfRegistration Statement in accordance with the intended methods of dispositionby the Electing Holders provided for in such Shelf Registration Statement;

### (vi) provide (A) the Electing Holders, (B) the underwriters (which term, forpurposes of this Exchange and Registration Rights Agreement, shall include aperson deemed to be an underwriter within the meaning of Section 2(a)(11) ofthe Securities Act), if any, thereof, (C) any sales or placement agent, if any,therefor, (D) counsel for any such underwriter or agent and (E) not more thanone counsel for all the Electing Holders a copy of such Shelf RegistrationStatement, each prospectus included therein or filed with the Commission andeach amendment or supplement thereto;

### (vii) for a reasonable period prior to the filing of such Shelf RegistrationStatement, and throughout the period specified in Section 2(b), make availableat reasonable times at the Company’s principal place of business or such otherreasonable place for inspection by the persons referred to in Section 3(d)(vi)above who shall certify to the Company that they have a current intention tosell the Registrable Securities pursuant to the Shelf Registration suchfinancial and other information and books and records of the Company, and causethe officers, employees, counsel and independent certified public accountantsof the Company to respond to such inquiries, as shall be reasonably necessary,in the reasonable judgment of the respective counsel referred to in suchSection, to conduct a reasonable investigation within the meaning of Section 11of the Securities Act; *provided, however,*that each such party shall be required to maintain in confidence and not todisclose to any other person any information or records reasonably designatedby the Company as being confidential, until such time as (A) such informationbecomes a matter of public record (whether by virtue of its inclusion in suchregistration statement or otherwise), or (B) such person shall be required soto disclose such information pursuant to a subpoena or order of any court orother governmental agency or body having jurisdiction over the matter (subjectto the requirements of such order, and only after such person shall have giventhe Company prompt prior written notice of such requirement), or (C) suchinformation is set forth in such Shelf Registration Statement or the prospectusincluded therein or in an amendment to such Shelf Registration Statement or anamendment or supplement to such prospectus in order that such ShelfRegistration Statement, prospectus, amendment or supplement, as the case maybe, complies with applicable requirements of the federal securities laws andthe rules and regulations of the Commission and does not contain an untruestatement of a material fact or omit to state therein a material fact requiredto be stated therein or

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### necessary to make the statements therein not misleading in light of thecircumstances then existing;

### (viii)  promptly notify each of the Electing Holders, any sales or placementagent therefor and any underwriter thereof (which notification may be madethrough any managing underwriter that is a representative of such underwriterfor such purpose) and confirm such advice in writing, (A) with respect to suchShelf Registration Statement or any post-effective amendment, when thesame has become effective, (B) of the issuance by the Commission of any stoporder suspending the effectiveness of such Shelf Registration Statement or theinitiation or threatening of any proceedings for that purpose, (C) of thereceipt by the Company of any notification with respect to the suspension ofthe qualification of the Registrable Securities for sale in any jurisdiction orthe initiation or threatening of any proceeding for such purpose, or (D) if atany time when a prospectus is required to be delivered under the SecuritiesAct, that such Shelf Registration Statement, prospectus, prospectus amendmentor supplement or post-effective amendment does not conform in allmaterial respects to the applicable requirements of the Securities Act and theTrust Indenture Act and the rules and regulations of the Commission thereunderor contains an untrue statement of a material fact or omits to state anymaterial fact required to be stated therein or necessary to make the statementstherein not misleading in light of the circumstances then existing, which suchnotice, in the case of clauses (B), (C) and (D) shall require the suspension ofthe use of such prospectus until further notice;

### (ix) use its reasonable best efforts to obtain the withdrawal of any ordersuspending the effectiveness of such registration statement or any post-effectiveamendment thereto at the earliest practicable date unless the Company in good faithand for valid business reasons determines that to do so would involvedisclosing a material undisclosed event;

### (x)  ifreasonably requested by any managing underwriter or underwriters, any placementor sales agent or any Electing Holder, promptly incorporate in a prospectussupplement or post-effective amendment such information as is required bythe applicable rules and regulations of the Commission and as such managingunderwriter or underwriters, such agent or such Electing Holder specifiesshould be included therein relating to the terms of the sale of suchRegistrable Securities, including information with respect to the principalamount of Registrable Securities being sold by such Electing Holder or agent orto any underwriters, the name and description of such Electing Holder, agent orunderwriter, the offering price of such Registrable Securities and anydiscount, commission or other compensation payable in respect thereof, thepurchase price being paid therefor by such underwriters and with respect to anyother terms of the offering of the Registrable Securities to be sold by suchElecting Holder or agent or to such underwriters; and make all required filingsof such prospectus supplement or post-effective amendment promptly afternotification of the matters to be incorporated in such prospectus supplement orpost-effective amendment;

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### (xi) furnish to each Electing Holder, each placement or sales agent, if any,therefor, each underwriter, if any, thereof and the respective counsel referredto in Section 3(d)(vi) above a conformed copy of such Shelf RegistrationStatement, each such amendment and supplement thereto (in each case including,upon request, all exhibits thereto and documents incorporated by referencetherein) and such number of copies of the prospectus included in such ShelfRegistration Statement (including each preliminary prospectus and any summaryprospectus), in conformity in all material respects with the applicablerequirements of the Securities Act and the Trust Indenture Act and the rulesand regulations of the Commission thereunder, and such other documents, as suchElecting Holder, agent, if any, and underwriter, if any, may reasonably requestthat may be required in connection with the offering and disposition of theRegistrable Securities owned by such Electing Holder, offered or sold by suchagent or underwritten by such underwriter and to permit such Electing Holder,agent and underwriter to satisfy the prospectus delivery requirements of theSecurities Act; and the Company hereby consents to the use of the prospectuscontained in the Shelf Registration Statement at the Effective Time thereof andany amendment or supplement thereto by each such Electing Holder and by anysuch agent and underwriter, in each case in the form most recently provided tosuch person by the Company, in connection with the offering and sale of theRegistrable Securities covered by such prospectus or any such supplement oramendment thereto;

### (xii) use reasonable best efforts to (A) register or qualify the RegistrableSecurities to be included in such Shelf Registration Statement under such securitieslaws or blue sky laws of such jurisdictions as any Electing Holder and eachplacement or sales agent, if any, therefor and underwriter, if any, thereofshall reasonably request, (B) keep such registrations or qualifications ineffect and comply with such laws so as to permit the continuance of offers,sales and dealings therein in such jurisdictions during the period the ShelfRegistration is required to remain effective under Section 2(b) above and forso long as may be necessary to enable any such Electing Holder, agent or underwriterto complete its distribution of Securities pursuant to such Shelf RegistrationStatement and (C) take any and all other actions as may be reasonably necessaryor advisable to enable each such Electing Holder, agent, if any, andunderwriter, if any, to consummate the disposition in such jurisdictions ofsuch Registrable Securities; *provided, however,*that neither the Company nor the Guarantors shall be required for any suchpurpose to (1) qualify as a foreign corporation in any jurisdiction wherein itwould not otherwise be required to qualify but for the requirements of thisSection 3(d)(xii), (2) consent to general service of process or taxation in anysuch jurisdiction or (3) make any changes to its incorporating documents orlimited liability agreement or any other agreement between it and itsstockholders or members;

### (xiii) unless any Registrable Securities shall be in book-entry only form,cooperate with the Electing Holders and the managing underwriters, if any, tofacilitate the timely preparation and delivery of certificates representing

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###  

### Registrable Securities to be sold, which certificates, if so requiredby any securities exchange upon which any Registrable Securities are listed,shall be penned, lithographed or engraved, or produced by any combination ofsuch methods, on steel engraved borders, and which certificates shall not bearany restrictive legends; and, in the case of an underwritten offering, enablesuch Registrable Securities to be in such denominations and registered in suchnames as the managing underwriters may request at least two business days priorto any sale of the Registrable Securities;

### (xiv) enter into one or more underwriting agreements, engagement letters,agency agreements, “best efforts” underwriting agreements or similaragreements, as appropriate, including customary provisions relating toindemnification and contribution (such indemnification and contributionobligations of the Company to be no more extensive than those contained in thePurchase Agreement), and take such other actions in connection therewith as anyElecting Holders aggregating at least 20% in aggregate principal amount of theRegistrable Securities at the time outstanding shall reasonably request inorder to expedite or facilitate the disposition of such Registrable Securities;

### (xv) whether or not an agreement of the type referred to in Section 3(d)(xiv)hereof is entered into and whether or not any portion of the offeringcontemplated by the Shelf Registration is an underwritten offering or is madethrough a placement or sales agent or any other entity, (A) make suchrepresentations and warranties to the Electing Holders and the placement orsales agent, if any, therefor and the underwriters, if any, thereof in form,substance and scope as are customarily made in connection with an offering ofdebt securities pursuant to any appropriate agreement or to a registrationstatement filed on the form applicable to the Shelf Registration; (B) obtain anopinion of counsel to the Company in customary form and covering such matters,of the type customarily covered by such an opinion, as the managingunderwriters, if any, or as any Electing Holders of at least 20% in aggregateprincipal amount of the Registrable Securities at the time outstanding mayreasonably request, addressed to such Electing Holder or Electing Holders andthe placement or sales agent, if any, therefor and the underwriters, if any,thereof and dated the effective date of such Shelf Registration Statement (orif such Shelf Registration Statement contemplates an underwritten offering of apart or all of the Registrable Securities, dated the date of the closing underthe underwriting agreement relating thereto) (it being agreed that the mattersto be covered by such opinion shall include the due incorporation, organizationor formation and good standing of the Company and the Guarantors; thequalification of the Company and the Guarantors to transact business as foreigncorporations; the due authorization, execution and delivery of the relevantagreement, if any, of the type referred to in Section 3(d)(xiv) hereof; the dueauthorization, execution, authentication and issuance, and the validity andenforceability, of the Securities; the absence of governmental approvalsrequired to be obtained in connection with the Shelf Registration, the offeringand sale of the Registrable Securities, this Exchange and Registration RightsAgreement or any agreement of the type referred to in Section 

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### 3(d)(xiv) hereof, except such approvals as may have been obtained ormay be required under state securities or blue sky laws; the materialcompliance as to form of such Shelf Registration Statement and any documentsincorporated by reference therein and of the Indenture with the requirements ofthe Securities Act and the Trust Indenture Act and the rules and regulations ofthe Commission thereunder, respectively; and, if addressed to any underwriters,as of the date of the opinion and of the Shelf Registration Statement or mostrecent post-effective amendment thereto, as the case may be, the absencefrom such Shelf Registration Statement and the prospectus included therein, asthen amended or supplemented, and from the documents incorporated by referencetherein (in each case other than the financial statements and other financialor accounting information contained therein) of an untrue statement of amaterial fact or the omission to state therein a material fact necessary tomake the statements therein not misleading (in the case of such documents, inthe light of the circumstances existing at the time that such documents werefiled with the Commission under the Exchange Act)); (C) obtain a “cold comfort”letter or letters from the independent certified public accountants of theCompany addressed to the selling Electing Holders, the placement or salesagent, if any, therefor or the underwriters, if any, thereof, dated (i) theeffective date of such Shelf Registration Statement and (ii) the effective dateof any prospectus supplement to the prospectus included in such ShelfRegistration Statement or post-effective amendment to such ShelfRegistration Statement which includes unaudited or audited financial statementsas of a date or for a period subsequent to that of the latest such statements includedin such prospectus (and, if such Shelf Registration Statement contemplates anunderwritten offering pursuant to any prospectus supplement to the prospectusincluded in such Shelf Registration Statement or post-effective amendmentto such Shelf Registration Statement which includes unaudited or auditedfinancial statements as of a date or for a period subsequent to that of thelatest such statements included in such prospectus, dated the date of theclosing under the underwriting agreement relating thereto), such letter orletters to be in customary form and covering such matters of the typecustomarily covered by letters of such type; and (D) deliver such documents andcertificates, including officers’ certificates, as may be reasonably requestedby any Electing Holders of at least 20% in aggregate principal amount of theRegistrable Securities at the time outstanding or the placement or sales agent,if any, therefor and the managing underwriters, if any, thereof to evidence theaccuracy of the representations and warranties made pursuant to clause (A)above or those contained in Section 5(a) hereof and the compliance with orsatisfaction of any agreements or conditions contained in the underwritingagreement or other agreement entered into by the Company or the Guarantors;

### (xvi) notify in writing each holder of Registrable Securities of any proposalby the Company to amend or waive any provision of this Exchange andRegistration Rights Agreement in any material respect pursuant to Section 9(h) hereofand of any such amendment or waiver effected pursuant thereto, each of whichnotices shall contain the text of the amendment or waiver proposed or effected,as the case may be;

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###  

### (xvii) in the event that any broker-dealer registered under the ExchangeAct shall underwrite any Registrable Securities or participate as a member ofan underwriting syndicate or selling group or “assist in the distribution”(within the meaning of the Conduct Rules (the “Conduct Rules”) of theNational Association of Securities Dealers, Inc. (“NASD”) or anysuccessor thereto, as amended from time to time) thereof, whether as a holderof such Registrable Securities or as an underwriter, a placement or sales agentor a broker or dealer in respect thereof, or otherwise, cooperate with suchbroker-dealer in connection with any filings required to be made by theNASD;

### (xviii) comply with all applicable rules andregulations of the Commission, and make generally available to itssecurityholders as soon as practicable but in any event not later than 18months after the effective date of such Shelf Registration Statement, anearning statement of the Company and its subsidiaries complying with Section11(a) of the Securities Act (including, at the option of the Company, Rule 158thereunder).

(e)                                  In the event that theCompany would be required, pursuant to Section 3(d)(viii)(D) above, to notifythe Electing Holders, the placement or sales agent, if any, therefor and themanaging underwriters, if any, thereof, the Company shall as soon as reasonablypracticable prepare and furnish to each of the Electing Holders, to eachplacement or sales agent, if any, and to each such underwriter, if any, areasonable number of copies of a prospectus supplemented or amended so that, asthereafter delivered to purchasers of Registrable Securities, such prospectusshall conform in all material respects to the applicable requirements of theSecurities Act and the Trust Indenture Act and the rules and regulations of theCommission thereunder and shall not contain an untrue statement of a materialfact or omit to state a material fact required to be stated therein ornecessary to make the statements therein not misleading in light of thecircumstances then existing; *provided*,*however*, the Company shall not berequired to amend or supplement such prospectus if (i) not permitted by law or(ii) the Company in good faith and for valid business reasons determines thatto do so would involve disclosing a material undisclosed event.  Each Electing Holder agrees that upon receiptof any notice from the Company pursuant to Section 3(d)(viii)(D) hereof, suchElecting Holder shall forthwith discontinue the disposition of RegistrableSecurities pursuant to the Shelf Registration Statement applicable to suchRegistrable Securities until such Electing Holder shall have received copies ofsuch amended or supplemented prospectus, and if so directed by the Company,such Electing Holder shall deliver to the Company (at the Company’s expense)all copies, other than permanent file copies, then in such Electing Holder’spossession of the prospectus covering such Registrable Securities at the timeof receipt of such notice.

(f)                                    In the event of aShelf Registration, in addition to the information required to be provided byeach Electing Holder in its Notice and Questionnaire, the Company may requiresuch Electing Holder to furnish to the Company such additional informationregarding such Electing Holder and such Electing Holder’s intended method ofdistribution of Registrable Securities as may be required in order to complywith the Securities Act.  Each such ElectingHolder agrees to (i) notify the Company as promptly

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as practicable of (A) any inaccuracy orchange in information previously furnished by such Electing Holder to the Companyor (B) of the occurrence of any event in either case as a result of which anyprospectus relating to such Shelf Registration contains or would contain anuntrue statement of a material fact regarding such Electing Holder or suchElecting Holder’s intended method of disposition of such Registrable Securitiesor omits to state any material fact regarding such Electing Holder or suchElecting Holder’s intended method of disposition of such Registrable Securitiesrequired to be stated therein or necessary to make the statements therein notmisleading in light of the circumstances then existing, and (ii) promptly tofurnish to the Company any additional information required to correct andupdate any previously furnished required information or so that such prospectusshall not contain, with respect to such Electing Holder or the disposition ofsuch Registrable Securities, an untrue statement of a material fact or omit tostate a material fact required to be stated therein or necessary to make thestatements therein not misleading in light of the circumstances then existing.

(g)                                 Until the expirationof two years after the Closing Date, the Company will not, and will not permitany of its “affiliates” (as defined in Rule 144) to, resell any of theSecurities that have been reacquired by any of them except pursuant to aneffective registration statement under the Securities Act.

# 4.                                       *Registration Expenses.*

The Company agrees tobear and to pay or cause to be paid promptly all expenses incident to theCompany’s performance of or compliance with this Exchange and RegistrationRights Agreement, including (a) all Commission and any NASD registration,filing and review fees and expenses, (b) all fees and expenses in connectionwith the qualification of the Securities for offering and sale under the Statesecurities and blue sky laws referred to in Section 3(d)(xii) hereof under thelaws of such jurisdictions as any managing underwriters or the Electing Holdersmay designate, including any fees and disbursements of one counsel for theElecting Holders or underwriters in connection with such qualification, (c) allexpenses relating to the preparation, printing, production, distribution andreproduction of each registration statement required to be filed hereunder,each prospectus included therein or prepared for distribution pursuant hereto,each amendment or supplement to the foregoing, and the expenses of preparingthe Securities for delivery, (d) messenger, telephone and delivery expensesrelating to the preparation of documents referred in clause (c) above, (e) feesand expenses of the Trustee under the Indenture, (f) internal expenses(including all salaries and expenses of the Company’s officers and employeesperforming legal or accounting duties), (g) fees, disbursements and expenses ofcounsel and independent certified public accountants of the Company (includingthe expenses of any opinions or “cold comfort” letters required by or incidentto such performance and compliance), (h) reasonable fees, disbursements andexpenses of one counsel for the Electing Holders retained in connection with aShelf Registration, as selected by the Electing Holders of at least a majorityin aggregate principal amount of the Registrable Securities held by ElectingHolders (which counsel shall be reasonably satisfactory to the Company), (j)any fees charged by securities rating services for rating the Securities, and(k) fees, expenses and disbursements of any other persons, including specialexperts, retained by the Company in connection with such registration(collectively, the “Registration Expenses”).  To the extent that any Registration Expensesare incurred, assumed or paid by any holder of Registrable Securities or anyplacement

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or sales agent thereforor underwriter thereof, the Company shall reimburse such person for the fullamount of the reasonable Registration Expenses so incurred, assumed or paidpromptly after receipt of a request therefor. Notwithstanding the foregoing, the holders of the Registrable Securitiesbeing registered shall pay all agency fees and commissions and underwritingdiscounts and commissions attributable to the sale of such RegistrableSecurities and the fees and disbursements of any counsel or other advisors orexperts retained by such holders (severally or jointly), other than the counseland experts specifically referred to above.

# 5.                                       *Representations and Warranties*.

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

(a)                                  Each registrationstatement covering Registrable Securities and each prospectus (including anypreliminary or summary prospectus) contained therein or furnished pursuant toSection 3(d) or Section 3(c) hereof and any further amendments or supplementsto any such registration statement or prospectus, when it becomes effective oris filed with the Commission, as the case may be, will conform in all materialrespects to the requirements of the Securities Act and the Trust Indenture Actand the rules and regulations of the Commission thereunder and will not containan untrue statement of a material fact or omit to state a material factrequired to be stated therein or necessary to make the statements therein notmisleading; and at all times subsequent to the Effective Time when a prospectuswould be required to be delivered under the Securities Act, other than from (i)such time as a notice has been given to holders of Registrable Securitiespursuant to Section 3(d)(viii)(D) or Section 3(c)(iii)(D) hereof until (ii)such time as the Company furnishes an amended or supplemented prospectuspursuant to Section 3(e) or Section 3(c)(iv) hereof, each such registrationstatement, and each prospectus (including any summary prospectus) containedtherein or furnished pursuant to Section 3(d) or Section 3(c) hereof, as thenamended or supplemented, will not contain an untrue statement of a materialfact or omit to state a material fact required to be stated therein ornecessary to make the statements therein not misleading in the light of thecircumstances then existing; *provided*,*however*, that this representationand warranty shall not apply to any statements or omissions made in relianceupon and in conformity with information furnished in writing to the Company bya holder of Registrable Securities, a placement or sales agent or anunderwriter expressly for use therein.

(b)                                 Any documentsincorporated by reference in any prospectus referred to in Section 5(a) hereof,when they become or became effective or are or were filed with the Commission,as the case may be, will conform or conformed in all material respects to therequirements of the Securities Act or the Exchange Act, as applicable, and, asof such effective or filing date, none of such documents will contain orcontained an untrue statement of a material fact or will omit or omitted tostate a material fact required to be stated therein or necessary to make thestatements therein not misleading; *provided,however,* that this representation and warranty shall not apply toany statements or omissions made in reliance upon and in conformity withinformation furnished in writing to the Company by a holder of RegistrableSecurities, a placement or sales agent or an underwriter expressly for usetherein.

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(c)                                  The compliance by theCompany with all of the provisions of this Exchange and Registration RightsAgreement and the consummation of the transactions herein contemplated will notconflict with or result in a breach of any of the terms or provisions of, orconstitute a default under, any indenture, mortgage, deed of trust, loanagreement or other agreement or instrument to which the Company or anysubsidiary of the Company is a party or by which the Company or any subsidiaryof the Company is bound or to which any of the property or assets of theCompany or any subsidiary of the Company is subject, except for such conflict,breach or default which (x) would not have a material adverse effect on thebusiness, condition (financial or otherwise) or results of operations of theCompany and its subsidiaries, taken as a whole (any such event, a “MaterialAdverse Effect”) or (y) have been waived nor will such action result in anyviolation of the provisions of the organizational documents of the Company****or the Guarantors or violate any statuteor any order, rule or regulation of any court or governmental agency or bodyhaving jurisdiction over the Company or any subsidiary of the Company or any oftheir properties except for such violation which would not have a MaterialAdverse Effect; and no consent, approval, authorization, order, registration orqualification of or with any such court or governmental agency or body isrequired for the consummation by the Company and the Guarantors of thetransactions contemplated by this Exchange and Registration Rights Agreement,except the registration under the Securities Act of the Securities,qualification of the Indenture under the Trust Indenture Act and such consents,approvals, authorizations, registrations or qualifications as may be requiredunder state securities or blue sky laws in connection with the offering anddistribution of the Securities.

(d)                                 This Exchange andRegistration Rights Agreement has been duly authorized, executed and deliveredby the Company and the Guarantors.

# 6.                                       *Indemnification*.

## (a)                                  *Indemnification by the Company and theGuarantors. *The Company andthe Guarantors, jointly and severally, will indemnify and hold harmless eachbroker dealer selling Exchange Securities during the Resale Period, and each ofthe Electing Holders of Registrable Securities included in a Shelf RegistrationStatement against any losses, claims, damages or liabilities, joint or several,to which such holder may become subject under the Securities Act or otherwise,insofar as such losses, claims, damages or liabilities (or actions in respectthereof) arise out of or are based upon an untrue statement or alleged untruestatement of a material fact contained in any Exchange Registration Statementor Shelf Registration Statement, as the case may be, under which suchRegistrable Securities were registered under the Securities Act, or anypreliminary, final or summary prospectus contained therein or furnished by theCompany to any such holder, or any amendment or supplement thereto, or ariseout of or are based upon the omission or alleged omission to state therein amaterial fact required to be stated therein or necessary to make the statementstherein not misleading, and will reimburse such holder for any out-of-pocketlegal or other expenses reasonably incurred by them in connection withinvestigating or defending any such action or claim as such expenses areincurred; *provided, however,* that(i) neither the Company nor any Guarantor shall be liable to any such person inany such case to the extent that any such loss, claim, damage or liabilityarises out of or is based upon an untrue statement or alleged untrue statementor omission or

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## alleged omission made in such registrationstatement, or preliminary, final or summary prospectus, or amendment or supplementthereto, in reliance upon and in conformity with written information furnishedto the Company by any holder, placement or sales agent or underwriter expresslyfor use therein  and (ii) such indemnitywith respect to any preliminary prospectus shall not inure to the benefit ofany holder, placement agent or underwriter (or any person controlling suchperson) to the extent that any loss, claim, damage or liability of such personresults from the fact that such person sold Securities to a person as to whomit shall be established that there was not sent or given, a copy of the finalprospectus (or the final prospectus as amended or supplemented) at or prior tothe confirmation of the sale of such Securities to such person if (x) the Companyhas previously furnished copies thereof in sufficient quantity to suchindemnified person and the loss, claim, damage or liability of such indemnifiedperson results from an untrue statement or omission of a material factcontained in such preliminary prospectus which was corrected in the finalprospectus (or the final prospectus as amended or supplemented) and (y) suchloss, liability, claim, damage or expense would have been eliminated by thedelivery of such corrected final prospectus or the final prospectus as thenamended or supplemented.

## (b)                                 *Indemnification by the Holders and Any Agents andUnderwriters. *As a conditionto including any Registrable Securities in any registration statement filedpursuant to Section 2(b) hereof or to entering into any underwriting agreementwith respect thereto, each Electing Holder of such Registrable Securities andeach underwriter named in any such underwriting agreement, severally and notjointly, will (i) indemnify and hold harmless the Company**,**the Guarantors, and all other holders ofRegistrable Securities, against any losses, claims, damages or liabilities towhich the Company**,**the Guarantorsor such other holders of Registrable Securities may become subject, under theSecurities Act or otherwise, insofar as such losses, claims, damages or liabilities(or actions in respect thereof) arise out of or are based upon an untruestatement or alleged untrue statement of a material fact contained in suchregistration statement, or any preliminary, final or summary prospectuscontained therein or furnished by the Company to any such Electing Holder,agent or underwriter, or any amendment or supplement thereto, or arise out ofor are based upon the omission or alleged omission to state therein a materialfact required to be stated therein or necessary to make the statements thereinnot misleading, in each case to the extent, but only to the extent, that suchuntrue statement or alleged untrue statement or omission or alleged omissionwas made in reliance upon and in conformity with written information furnishedto the Company by such Electing Holder or underwriter expressly for usetherein, and (ii) reimburse the Company and the Guarantors for any legal orother expenses reasonably incurred by the Company and the Guarantors inconnection with investigating or defending any such action or claim as suchexpenses are incurred; *provided, however,*that no such Electing Holder shall be required to undertake liability to anyperson under this Section 6(b) for any amounts in excess of the proceeds to bereceived by such Electing Holder from the sale of such Electing Holder’sRegistrable Securities pursuant to such registration.

## (c)                                  *Notices of Claims, Etc. *Promptly after receipt by anindemnified party under Section 6(a) or Section 6(b) above of written notice ofthe commencement of any action, such indemnified party shall, if a claim inrespect thereof is to be made against an indemnifying party pursuant to the indemnificationprovisions of or contemplated by this Section 6, notify such indemnifying partyin writing of the commencement of such action; but the omission so to notifythe indemnifying party shall not relieve it from any liability which it mayhave to any

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## indemnified party otherwise than under theindemnification provisions of or contemplated by Section 6(a) or 6(b)above.  In case any such action shall bebrought against any indemnified party and it shall notify an indemnifying partyof the commencement thereof, such indemnifying party shall be entitled toparticipate therein and, to the extent that it shall wish, jointly with anyother indemnifying party similarly notified, to assume the defense thereof,with counsel reasonably satisfactory to such indemnified party (who shall not,except with the consent of the indemnified party, be counsel to theindemnifying party), and, after notice from the indemnifying party to suchindemnified party of its election so to assume the defense thereof, suchindemnifying party shall not be liable to such indemnified party for any legalexpenses of other counsel or any other expenses, in each case subsequentlyincurred by such indemnified party, in connection with the defense thereofother than reasonable costs of investigation. In no event shall the indemnifying parties be liable for fees andexpenses of more than one counsel (in addition to any local counsel) separatefrom their own counsel for all indemnified parties in connection with any oneaction or separate but similar or related actions in the same jurisdictionarising out of the same general allegations or circumstances.  No indemnifying party shall, without thewritten consent of the indemnified party, effect the settlement or compromiseof, or consent to the entry of any judgment with respect to, any pending orthreatened action or claim in respect of which indemnification or contributionmay be sought hereunder (whether or not the indemnified party is an actual orpotential party to such action or claim) unless such settlement, compromise orjudgment (i) includes an unconditional release of the indemnified party fromall liability arising out of such action or claim and (ii) does not include astatement as to or an admission of fault, culpability or a failure to act by oron behalf of any indemnified party.  Noindemnifying party shall be liable under this Section 6(c) for any settlementof any claim or action effected without its consent, which consent shall not beunreasonably withheld.

## (d)                                 *Contribution. *Iffor any reason the indemnification provisions contemplated by Section 6(a) orSection 6(b) above are unavailable to or insufficient to hold harmless anindemnified party in respect of any losses, claims, damages or liabilities (oractions in respect thereof) referred to therein, then each indemnifying partyshall contribute to the amount paid or payable by such indemnified party as aresult of such losses, claims, damages or liabilities (or actions in respectthereof) in such proportion as is appropriate to reflect the relative fault ofthe indemnifying party and the indemnified party in connection with thestatements or omissions which resulted in such losses, claims, damages orliabilities (or actions in respect thereof), as well as any other relevantequitable considerations.  The relativefault of such indemnifying party and indemnified party shall be determined byreference to, among other things, whether the untrue or alleged untruestatement of a material fact or omission or alleged omission to state amaterial fact relates to information supplied by such indemnifying party or bysuch indemnified party, and the parties’ relative intent, knowledge, access toinformation and opportunity to correct or prevent such statement oromission.  The parties hereto agree thatit would not be just and equitable if contributions pursuant to this Section6(d) were determined by pro rata allocation (even if the holders or any agentsor underwriters or all of them were treated as one entity for such purpose) orby any other method of allocation which does not take account of the equitableconsiderations referred to in this Section 6(d).  The amount paid or payable by an indemnifiedparty as a result of the losses, claims, damages, or liabilities (or actions inrespect thereof) referred to above shall be deemed to include any legal or otherfees or expenses reasonably incurred by such indemnified party in connectionwith investigating or defending any such action or claim.  Notwithstanding the provisions of thisSection 6(d), no holder shall be

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##  

## required to contribute any amount in excess ofthe amount by which the proceeds received by such holder from the sale of anyRegistrable Securities (after deducting any fees, discounts and commissionsapplicable thereto) exceeds the amount of any damages which such holder hasotherwise been required to pay by reason of such untrue or alleged untruestatement or omission or alleged omission, and no underwriter shall be requiredto contribute any amount in excess of the amount by which the total price atwhich the Registrable Securities underwritten by it and distributed to thepublic were offered to the public exceeds the amount of any damages which suchunderwriter has otherwise been required to pay by reason of such untrue oralleged untrue statement or omission or alleged omission.  No person guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of the Securities Act)shall be entitled to contribution from any person who was not guilty of suchfraudulent misrepresentation.  Theholders’ and any underwriters’ obligations in this Section 6(d) to contributeshall be several in proportion to the principal amount of RegistrableSecurities registered or underwritten, as the case may be, by them and notjoint.

## (e)                                  Theobligations of the Company and the Guarantors under this Section 6 shall be inaddition to any liability which the Company or the Guarantors may otherwisehave and shall extend, upon the same terms and conditions, to each officer,director and partner of each holder, agent and underwriter and each person, ifany, who controls any holder, agent or underwriter within the meaning of theSecurities Act; and the obligations of the holders and any agents orunderwriters contemplated by this Section 6 shall be in addition to anyliability which the respective holder, agent or underwriter may otherwise haveand shall extend, upon the same terms and conditions, to each officer anddirector of the Company or the Guarantors and to each person, if any, whocontrols the Company or a Guarantor within the meaning of the Securities Act.

# 7.                                       *Underwritten Offerings*.

## (a)                                  *Selection of Underwriters. *If any of the RegistrableSecurities covered by the Shelf Registration are to be sold pursuant to anunderwritten offering, the managing underwriter or underwriters thereof shallbe designated by Electing Holders holding at least a majority in aggregateprincipal amount of the Registrable Securities to be included in such offering,provided that such designated managing underwriter or underwriters is or arereasonably acceptable to the Company.

## (b)                                 *Participation by Holders. *Each holder of RegistrableSecurities hereby agrees with each other such holder that no such holder mayparticipate in any underwritten offering hereunder unless such holder (i)agrees to sell such holder’s Registrable Securities on the basis provided inany underwriting arrangements approved by the persons entitled hereunder toapprove such arrangements and (ii) completes and executes all questionnaires,powers of attorney, indemnities, underwriting agreements and other documentsreasonably required under the terms of such underwriting arrangements.

# 8.                                       *Rule 144*.

The Company covenants tothe holders of Registrable Securities that to the extent it shall be requiredto do so under the Exchange Act, the Company shall timely file the reports

24

----

required to be filed byit under the Exchange Act or the Securities Act (including the reports underSection 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) ofRule 144 adopted by the Commission under the Securities Act) and the rules andregulations adopted by the Commission thereunder, and shall take such furtheraction as any holder of Registrable Securities may reasonably request, all tothe extent required from time to time to enable such holder to sell RegistrableSecurities without registration under the Securities Act within the limitationsof the exemption provided by Rule 144 under the Securities Act, as such Rulemay be amended from time to time, or any similar or successor rule orregulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connectionwith that holder’s sale pursuant to Rule 144, the Company shall deliver to suchholder a written statement as to whether it has complied with suchrequirements.

# 9.                                       *Miscellaneous*.

## (a)                                  *No Inconsistent Agreements. * The Company represents, warrants, covenantsand agrees that it has not granted, and shall not grant, registration rightswith respect to Registrable Securities or any other securities which would beinconsistent with the terms contained in this Exchange and Registration RightsAgreement.

## (b)                                 *Remedy.* Special Interest pursuant to Section 2(c) hereof is the sole remedyavailable to holders of Registrable Securities in the event the Company doesnot comply with any of its registration and other obligations set forth inSection 2 herein.  In addition, theparties hereto acknowledge that there would be no adequate remedy at law if theCompany fails to perform any of its other obligations under Sections 4, 6, or 8hereunder and that the Purchasers and the holders from time to time of theRegistrable Securities may be irreparably harmed by any such failure, andaccordingly agree that the Purchasers and such holders, in addition to anyother remedy to which they may be entitled at law or in equity, shall beentitled to compel specific performance of such obligations in accordance withthe terms and conditions of this Exchange and Registration Rights Agreement, inany court of the United States or any State thereof having jurisdiction.

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

## (d)                                 *Parties in Interest.*  All the terms and provisions of this Exchangeand Registration Rights Agreement shall be binding upon, shall inure to thebenefit of and shall be enforceable by the parties hereto and the holders fromtime to time of the Registrable Securities and the respective successors andassigns of the parties hereto and such holders. In the event that any transferee of any holder of Registrable Securitiesshall acquire Registrable Securities, in any manner, whether by gift, bequest,purchase, operation of law or otherwise, such transferee shall,

25

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##  

## without any further writing or action of anykind, be deemed a beneficiary hereof for all purposes and such RegistrableSecurities shall be held subject to all of the terms of this Exchange andRegistration Rights Agreement, and by taking and holding such RegistrableSecurities such transferee shall be entitled to receive the benefits of, and beconclusively deemed to have agreed to be bound by all of the applicable termsand provisions of this Exchange and Registration Rights Agreement.  If the Company shall so request, any suchsuccessor, assign or transferee shall agree in writing to acquire and hold theRegistrable Securities subject to all of the applicable terms hereof.

## (e)                                  *Survival.* The respective indemnities, agreements, representations, warranties andeach other provision set forth in this Exchange and Registration RightsAgreement or made pursuant hereto shall remain in full force and effectregardless of any investigation (or statement as to the results thereof) madeby or on behalf of any holder of Registrable Securities, any director, officeror partner of such holder, any agent or underwriter or any director, officer orpartner thereof, or any controlling person of any of the foregoing, and shallsurvive delivery of and payment for the Registrable Securities pursuant to thePurchase Agreement and the transfer and registration of Registrable Securitiesby such holder and the consummation of an Exchange Offer.

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

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

## (h)                                 *Entire Agreement; Amendments.*  This Exchange and Registration RightsAgreement and the other writings referred to herein (including the Indentureand the form of Securities) or delivered pursuant hereto which form a parthereof contain the entire understanding of the parties with respect to itssubject matter.  This Exchange andRegistration Rights Agreement supersedes all prior agreements andunderstandings between the parties with respect to its subject matter.  This Exchange and Registration RightsAgreement may be amended and the observance of any term of this Exchange andRegistration Rights Agreement may be waived (either generally or in aparticular instance and either retroactively or prospectively) only by awritten instrument duly executed by the Company and the holders of at least amajority in aggregate principal amount of the Registrable Securities at thetime outstanding.  Each holder of any ofthe Registrable Securities at the time or thereafter outstanding shall be boundby any amendment or waiver effected pursuant to this Section 9(h), whether ornot any notice, writing or marking indicating such amendment or waiver appearson such Registrable Securities or is delivered to such holder.

## (i)                                     *Inspection.*  For so long as this Exchange and RegistrationRights Agreement shall be in effect, this Exchange and Registration RightsAgreement and a complete list of the names and addresses of all the holders ofRegistrable Securities shall be made

26

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## available for inspection and copying on anybusiness day by any holder of Registrable Securities for proper purposes only(which shall include any purpose related to the rights of the holders ofRegistrable Securities under the Securities, the Indenture and this Exchangeand Registration Rights Agreement) at the offices of the Trustee under the Indenture.

## (j)                                     *Counterparts.*  This Exchange and Registration RightsAgreement may be executed by the parties in counterparts, each of which shallbe deemed to be an original, but all such respective counterparts shalltogether constitute one and the same instrument.

27

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If the foregoingis in accordance with your understanding, please sign and return to us fivecounterparts hereof, and upon the acceptance hereof by you, on behalf of eachof the Purchasers, this letter and such acceptance hereof shall constitute abinding agreement between each of the Purchasers, the Guarantors and theCompany.  It is understood that youracceptance of this letter on behalf of each of the Purchasers is pursuant tothe authority set forth in a form of Agreement among Purchasers, the form of whichshall be submitted to the Company for examination upon request, but without warrantyon your part as to the authority of the signers thereof.
| Very truly yours,              |
|--------------------------------|
|                           |
|                           |
| **HUNTSMAN INTERNATIONAL LLC** |
| ** **                     |
| ** **                     |
| By:                            | /s/ SEAN  DOUGLAS |   |
|                           | Name: Sean Douglas |
|                           | Title: Vice President and Treasurer |

 

S-1

----

 

**GUARANTORS**

AIRSTAR CORPORATION

EUROFUELS LLC

EUROSTARINDUSTRIES LLC

HUNTSMAN EAHOLDINGS LLC

HUNTSMANETHYLENEAMINES LTD.

HUNTSMANINTERNATIONAL FINANCIAL LLC

HUNTSMANINTERNATIONAL FUELS, L.P.

HUNTSMAN PROPYLENEOXIDE HOLDINGS LLC

HUNTSMAN PROPYLENEOXIDE LTD.

HUNTSMAN TEXASHOLDINGS LLC

HUNTSMAN ADVANCED MATERIALS AMERICAS INC.

HUNTSMAN ADVANCED MATERIALS HOLDINGS LLC

HUNTSMAN ADVANCED MATERIALS LLC

HUNTSMAN AUSTRALIA INC.

HUNTSMAN CHEMICAL COMPANY LLC

HUNTSMAN CHEMICAL FINANCE CORPORATION

HUNTSMAN CHEMICAL PURCHASING CORPORATION

HUNTSMAN ENTERPRISES, INC.

HUNTSMAN EXPANDABLE POLYMERS COMPANY, LC

HUNTSMAN FAMILY CORPORATION

HUNTSMAN FUELS, L.P.

HUNTSMAN GROUP HOLDINGS FINANCE CORPORATION

HUNTSMAN GROUP INTELLECTUAL PROPERTY HOLDINGS CORPORATION

HUNTSMAN HEADQUARTERS CORPORATION

HUNTSMAN INTERNATIONAL CHEMICALS CORPORATION

HUNTSMAN INTERNATIONAL SERVICES CORPORATION

HUNTSMAN INTERNATIONAL TRADING CORPORATION

HUNTSMAN MA INVESTMENT CORPORATION

HUNTSMAN MA SERVICES CORPORATION

S-2

----

 
|                          | HUNTSMAN PETROCHEMICAL CANADA HOLDINGS  CORPORATION |                                       |
|--------------------------|-----------------------------------------------------|--------------------------------------------|
|                     | HUNTSMAN PETROCHEMICAL CORPORATION                  |                                       |
|                     | HUNTSMAN PETROCHEMICAL FINANCE CORPORATION          |                                       |
|                     | HUNTSMAN PETROCHEMICAL PURCHASING CORPORATION       |                                       |
|                     | HUNTSMAN POLYMERS CORPORATION                       |                                       |
|                     | HUNTSMAN POLYMERS HOLDINGS CORPORATION              |                                       |
|                     | HUNTSMAN PROCUREMENT CORPORATION                    |                                       |
|                     | HUNTSMAN PURCHASING, LTD.                      |                                       |
|                     | JK HOLDINGS CORPORATION                             |                                       |
|                     | PETROSTAR FUELS LLC                                 |                                       |
|                     | PETROSTAR INDUSTRIES LLC                            |                                       |
|                     | POLYMER MATERIALS INC.                         |                                       |
|                     |                                                |                                       |   |
|                     | By:                                                 | /s/ TROY  KELLER                           |   |   |
|                     |                                                | Name: Troy Keller                          |   |
|                     |                                                | Title: Assistant Secretary                 |   |
|                     |                                                |                                       |   |
|                     |                                                |                                       |   |
| Executed as a Deed by    |                                                | TIOXIDE AMERICAS INC.            |
| L. Russell Healy         |                                                |                                       |
| for and on behalf of     |                                                |                                       |
| Tioxide Americas Inc     |                                                | By:                                        | /s/ L. RUSSELL  HEALY |   |
| in the presence of  |                                                |                                       | Name: L. Russell Healy |
|                     |                                                |                                       | Title: Vice President and Treasurer |
|                     |                                                |                                       |   |
| /s/ MICHELLE  FUJINAMI   |                                                | Executed and delivered as a deed on behalf |
| Witness                  |                                                | of TIOXIDE GROUP acting by:                |
|                     |                                                |                                       |
|                     |                                                |                                       |
|                     |                                                | TIOXIDE GROUP                              |
|                     |                                                |                                       |
|                     |                                                |                                       | /s/ J. KIMO ESPLIN | Director |
|                     |                                                |                                       | J. Kimo Esplin | Name |
|                     |                                                |                                       |   |
|                     |                                                |                                       | /s/ L. RUSSELL  HEALY | Director |
|                     |                                                |                                       | L. Russell Healy | Name |
|                          |                                                     |                                            |  |  |  |  |

 

S-3

----

 
| Accepted as of the date hereof:        |                              |       |
|----------------------------------------|-----------------------------------|------------|
|                                   |                              |       |
|                                   |                              |       |
| **DEUTSCHE BANK SECURITIES INC.**      |                              |       |
| **CREDIT SUISSE SECURITIES (USA) LLC** | ** **                        | ** ** |
| **CITIGROUP GLOBAL MARKETS INC.**      |                              |       |
| **WACHOVA CAPITAL MARKETS, LLC**       |                              |       |
| ** **                             |                              |       |
| ** **                             |                              |       |
| By:                                    | **DEUTSCHE BANK SECURITIES INC.** |
|                                   | ** **                        |
|                                   | ** **                        |
| By:                                    | /s/ THOMAS W.  COLE               | ** ** |
|                                   | Name: Thomas W. Cole              |
|                                   | Title: Managing Director          |
|                                   |                              |
|                                   |                              |
| By:                                    | /s/ ELIZABETH  CHANG              |       |
|                                   | Name: Elizabeth Chang             |
|                                   | Title: Director                   |
|                                        |                                   |            |  |  |

 

S-4

----

**SCHEDULE I**
| **GUARANTORS**                                            | ** ** | **JURISDICTION  OF  ORGANIZATION** |
|-----------------------------------------------------------|------------|------------------------------------|
| Airstar Corporation                                       |       | Utah                               |
| Eurofuels LLC                                             |       | Delaware                           |
| Eurostar Industries LLC                                   |       | Delaware                           |
| Huntsman Advanced Materials Americas Inc.                 |       | Delaware                           |
| Huntsman Advanced Materials Holdings LLC                  |       | Delaware                           |
| Huntsman Advanced Materials LLC                           |       | Delaware                           |
| Huntsman Australia Inc.                                   |       | Utah                               |
| Huntsman Chemical Company LLC                             |       | Utah                               |
| Huntsman Chemical Finance Corporation                     |       | Utah                               |
| Huntsman Chemical Purchasing Corporation                  |       | Utah                               |
| Huntsman EA Holdings, LLC                                 |       | Delaware                           |
| Huntsman Enterprises, Inc.                                |       | Utah                               |
| Huntsman Ethyleneamines Ltd.                              |       | Texas                              |
| Huntsman Expandable Polymers Company, LC                  |       | Utah                               |
| Huntsman Family Corporation                               |       | Utah                               |
| Huntsman Fuels, L.P.                                      |       | Texas                              |
| Huntsman Group Holdings Finance Corporation               |       | Utah                               |
| Huntsman Group Intellectual Property Holdings Corporation |       | Utah                               |
| Huntsman Headquarters Corporation                         |       | Utah                               |
| Huntsman International Chemicals Corporation              |       | Utah                               |
| Huntsman International Financial LLC                      |       | Delaware                           |
| Huntsman International Fuels, L.P.                        |       | Texas                              |
| Huntsman International Services Corporation               |       | Texas                              |
| Huntsman International Trading Corporation                |       | Delaware                           |
| Huntsman MA Investment Corporation                        |       | Utah                               |
| Huntsman MA Services Corporation                          |       | Utah                               |
| Huntsman Petrochemical Canada Holdings Corporation        |       | Utah                               |
| Huntsman Petrochemical Corporation                        |       | Delaware                           |
| Huntsman Petrochemical Finance Corporation                |       | Utah                               |
| Huntsman Petrochemical Purchasing Corporation             |       | Utah                               |
| Huntsman Polymers Corporation                             |       | Delaware                           |
| Huntsman Polymers Holdings Corporation                    |       | Utah                               |
| Huntsman Procurement Corporation                          |       | Utah                               |
| Huntsman Propylene Oxide Holdings LLC                     |       | Delaware                           |
| Huntsman Propylene Oxide Ltd.                             |       | Texas                              |
| Huntsman Purchasing, Ltd.                                 |       | Utah                               |
| Huntsman Texas Holdings LLC                               |       | Delaware                           |

 

----

 
| **GUARANTORS**           | ** ** | **JURISDICTION  OF  ORGANIZATION** |
|--------------------------|------------|------------------------------------|
| JK Holdings Corporation  |       | Delaware                           |
| Petrostar Fuels LLC      |       | Delaware                           |
| Petrostar Industries LLC |       | Delaware                           |
| Polymer Materials Inc.   |       | Utah                               |
| Tioxide Americas Inc.    |       | Cayman Islands                     |
| Tioxide Group            |       | United Kingdom                     |

 

S-2

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**Exhibit A**

**Huntsman InternationalLLC**INSTRUCTION TO DTC PARTICIPANTS*(Date of Mailing)***URGENT - IMMEDIATE ATTENTION REQUESTED*****DEADLINE FOR RESPONSE:  [DATE]****

The Depository TrustCompany (“DTC”) has identified you as a DTC Participant through whichbeneficial interests in the Huntsman International LLC (the “Company”) 77/8% Senior Subordinated Notes due 2014 (the “Securities”) are held.

The Company is in theprocess of registering the Securities under the Securities Act of 1933 forresale by the beneficial owners thereof. In order to have their Securities included in the registrationstatement, beneficial owners must complete and return the enclosed Notice ofRegistration Statement and Selling Securityholder Questionnaire.

It is important thatbeneficial owners of the Securities receive a copy of the enclosed materials assoon as possible as their rights to have the Securitiesincluded in the registration statement depend upon their returning the Noticeand Questionnaire by **[Deadline For Response]**.  Please forward a copy of the encloseddocuments to each beneficial owner that holds interests in the Securitiesthrough you.  If you require more copiesof the enclosed materials or have any questions pertaining to this matter,please contact Huntsman International LLC, 500 Huntsman Way, Salt Lake City,Utah 84108, (801) 532-5200.

----

* Not less than 28calendar days from date of mailing.

----

Huntsman International LLC****Notice of Registration StatementandSelling Securityholder Questionnaire(Date)

Reference is hereby madeto the Exchange and Registration Rights Agreement (the “Exchange andRegistration Rights Agreement”) among Huntsman LLC (the “Company”),the Guarantors named therein and the Purchasers named therein.  Pursuant to the Exchange and Registration RightsAgreement, the Company has filed with the United States Securities and ExchangeCommission (the “Commission”) a registration statement on Form **[    ]** (the “Shelf RegistrationStatement”) for the registration and resale under Rule 415 of theSecurities Act of 1933, as amended (the “Securities Act”), of theCompany’s 7 7/8% Senior Subordinated Notes due 2014 (the “Securities”).  A copy of the Exchange and RegistrationRights Agreement has been filed as an exhibit to the Shelf RegistrationStatement.  All capitalized terms nototherwise defined herein shall have the meanings ascribed thereto in theExchange and Registration Rights Agreement.

Each beneficial owner ofRegistrable Securities (as defined below) is entitled to have the RegistrableSecurities beneficially owned by it included in the Shelf RegistrationStatement.  In order to have RegistrableSecurities included in the Shelf Registration Statement, this Notice ofRegistration Statement and Selling Securityholder Questionnaire (“Notice andQuestionnaire”) must be completed, executed and delivered to the Company’scounsel at the address set forth herein for receipt ON OR BEFORE **[Deadline for Response]**. Beneficial owners of Registrable Securities who do not complete, executeand return this Notice and Questionnaire by such date (i) will not be named asselling securityholders in the Shelf Registration Statement and (ii) may notuse the prospectus forming a part thereof for resales of Registrable Securities.

Certain legalconsequences arise from being named as a selling securityholder in the ShelfRegistration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities areadvised to consult their own securities law counsel regarding the consequencesof being named or not being named as a selling securityholder in the ShelfRegistration Statement and related prospectus.

The term “RegistrableSecurities” is defined in the Exchange and Registration Rights Agreement.

2

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ELECTION

The undersigned holder(the “Selling Securityholder”) of Registrable Securities hereby electsto include in the Shelf Registration Statement the Registrable Securitiesbeneficially owned by it and listed below in Item (3).  The undersigned, by signing and returningthis Notice and Questionnaire, agrees to be bound with respect to suchRegistrable Securities by the terms and conditions of this Notice andQuestionnaire and the Exchange and Registration Rights Agreement, including,without limitation, Section 6 of the Exchange and Registration RightsAgreement, as if the undersigned Selling Securityholder were an original partythereto.

Upon any sale ofRegistrable Securities pursuant to the Shelf Registration Statement, the SellingSecurityholder will be required to deliver to the Company and the Trustee forthe Securities the Notice of Transfer set forth in Appendix A to the Prospectusand as Exhibit B to the Exchange and Registration Rights Agreement.

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

3

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QUESTIONNAIRE
| (1)    | (a)                                                                                                      | Full Legal Name of Selling Securityholder:                                                                                                                          |
|--------|----------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                     |                                                                                                                                                                |
|   |                                                                                                     |                                                                                                                                                                |
|   | (b)                                                                                                      | Full Legal Name of Registered Holder (if not the  same as in (a) above) of Registrable Securities Listed in Item (3) below:                                         |
|   |                                                                                                     |                                                                                                                                                                |
|   |                                                                                                     |                                                                                                                                                                |
|   | (c)                                                                                                      | Full Legal Name of Euroclear Participant (if  applicable and if not the same as (b) above) Through Which Registrable  Securities Listed in Item (3) below are Held: |
|   |                                                                                                     |                                                                                                                                                                |
|   |                                                                                                     |                                                                                                                                                                |
| (2)    | Address for Notices to Selling Securityholder:                                                           |
|   |                                                                                                     |                                                                                                                                                                |
|   |                                                                                                     |                                                                                                                                                                |
|   | Telephone:                                                                                               |                                                                                                                                                                |   |
|   | Fax:                                                                                                     |                                                                                                                                                                |   |
|   | Contact Person:                                                                                          |                                                                                                                                                                |   |
|   |                                                                                                     |                                                                                                                                                                |   |
| (3)    | Beneficial Ownership of Securities:                                                                      |                                                                                                                                                                |
|   |                                                                                                     |                                                                                                                                                                |
|   | *Except as set forth below in this Item (3), the  undersigned does not beneficially own any Securities.* |
|   |                                                                                                     |
|   | (a)                                                                                                      | Principal amount of Registrable Securities  beneficially owned:                                                                                                     |
|   |                                                                                                     |                                                                                                                                                                |
|   |                                                                                                     | CUSIP/ISIN No(s). of such Registrable Securities:                                                                                                                   |
|   |                                                                                                     |                                                                                                                                                                |
|   | (b)                                                                                                      | Principal amount of Securities other than  Registrable Securities beneficially owned:                                                                               |
|   |                                                                                                     |                                                                                                                                                                |
|   | CUSIP/ISIN No(s). of such other Securities:                                                              |
|   |                                                                                                     |
|   | (c)                                                                                                      | Principal amount of Registrable Securities which the  undersigned wishes to be included in the Shelf Registration Statement:                                        |
|   |                                                                                                     |                                                                                                                                                                |
|   |                                                                                                     | CUSIP/ISIN No(s). of such Registrable Securities to  be included in the Shelf Registration Statement:                                                               |
|        |                                                                                                          |                                                                                                                                                                     |  |  |

 

4

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(4)                       Beneficial Ownership of OtherSecurities of the Company:

*Except as set forth below in thisItem (4), the undersigned Selling Securityholder is not the beneficial orregistered owner of any other securities of the Company, other than the Securitieslisted above in Item (3).*

State any exceptionshere:

(5)                       Relationshipswith the Company:

*Except as set forth below,neither the Selling Securityholder nor any of its affiliates, officers,directors or principal equity holders (5% or more) has held any position oroffice or has had any other material relationship with the Company (or itspredecessors or affiliates) during the past three years.*

State any exceptionshere:

(6)                       Plan ofDistribution:

*Except as set forth below, theundersigned Selling Securityholder intends to distribute the RegistrableSecurities listed above in Item (3) only as follows (if at all):  Such Registrable Securities may be sold fromtime to time directly by the undersigned Selling Securityholder or,alternatively, through underwriters, broker-dealers or agents.  Such Registrable Securities may be sold inone or more transactions at fixed prices, at prevailing market prices at thetime of sale, at varying prices determined at the time of sale, or atnegotiated prices.  Such sales may beeffected in transactions (which may involve crosses or block transactions) (i)on any national securities exchange or quotation service on which theRegistered Securities may be listed or quoted at the time of sale, (ii) in theover-the-counter market, (iii) in transactions otherwise than on such exchangesor services or in the over-the-counter market, or (iv) through the writing ofoptions.  In connection with sales of theRegistrable Securities or otherwise, the Selling Securityholder may enter intohedging transactions with broker-dealers, which may in turn engage in shortsales of the Registrable Securities in the course of hedging the positions theyassume.  The Selling Securityholder mayalso sell Registrable Securities short and deliver Registrable Securities toclose out such short positions, or loan or pledge Registrable Securities tobroker-dealers that in turn may sell such securities.*

State any exceptionshere:

By signing below, theSelling Securityholder acknowledges that it understands its obligation to comply,and agrees that it will comply, with the provisions of the Exchange Act and therules and regulations thereunder, particularly Regulation M.

In the event that theSelling Securityholder transfers all or any portion of the RegistrableSecurities listed in Item (3) above after the date on which such information isprovided to the Company, the Selling Securityholder agrees to notify thetransferee(s) at the time of the transfer of its rights and obligations underthis Notice and Questionnaire and the Exchange and Registration RightsAgreement.

5

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By signing below, theSelling Securityholder consents to the disclosure of the information containedherein in its answers to Items (1) through (6) above and the inclusion of suchinformation in the Shelf Registration Statement and related Prospectus.  The Selling Securityholder understands thatsuch information will be relied upon by the Company in connection with thepreparation of the Shelf Registration Statement and related Prospectus.

In accordance with theSelling Securityholder’s obligation under Section 3(d) of the Exchange andRegistration Rights Agreement to provide such information as may be required bylaw for inclusion in the Shelf Registration Statement, the Selling Securityholderagrees to promptly notify the Company of any inaccuracies or changes in theinformation provided herein which may occur subsequent to the date hereof atany time while the Shelf Registration Statement remains in effect.  All notices hereunder and pursuant to theExchange and Registration Rights Agreement shall be made in writing, byhand-delivery, first-class mail, or air courier guaranteeing overnight deliveryas follows:
|        | (i)    | To the Company:             | Huntsman  International LLC |
|--------|--------|-----------------------------|-----------------------------|
|   |   | 500 Huntsman Way            |
|   |   | Salt Lake City, Utah 84108  |
|   |   | Attention: General Counsel  |
|   |   |                        |
|   | (ii)   | With a copy to:             | Vinson &  Elkins L.L.P. |
|   |   | 2300 First City Tower       |
|   |   | 1001 Fannin                 |
|   |   | Houston, TX 77002           |
|   |   | Attention: Jeffery B. Floyd |

 

Once this Notice andQuestionnaire is executed by the Selling Securityholder and received by theCompany’s counsel, the terms of this Notice and Questionnaire, and therepresentations and warranties contained herein, shall be binding on, shallinure to the benefit of and shall be enforceable by the respective successors,heirs, personal representatives, and assigns of the Company and the SellingSecurityholder (with respect to the Registrable Securities beneficially ownedby such Selling Securityholder and listed in Item (3) above).  This Agreement shall be governed in allrespects by the laws of the State of New York.

IN WITNESS WHEREOF, theundersigned, by authority duly given, has caused this Notice and Questionnaireto be executed and delivered either in person or by its duly authorized agent.
| Dated: |                                                                        |   |
|--------|-----------------------------------------------------------------------------|--------|
|   |                                                                        |
|   |                                                                        |   |
|        | Selling  Securityholder                                                     |
|   | (Print/type full  legal name of beneficial owner of Registrable Securities) |
|   | By:                                                                         |   |   |
|   |                                                                        |
|   | Name:                                                                       |
|   | Title:                                                                      |
|        |                                                                             |        |  |  |  |  |

 

6

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

Huntsman International LLC500 Huntsman WaySalt Lake City, Utah  84108

 

7

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**Exhibit B**

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Wells Fargo Bank,National Association

Huntsman InternationalLLC

c/o Wells Fargo Bank,National Association

[                                ][                                ]Attention:  Huntsman Administrator

Re:            HuntsmanInternational LLC (the “Company”)7 7/8% Senior Subordinated Notes due 2014

Dear Sirs:

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

We hereby certify thatthe prospectus delivery requirements, if any, of the Securities Act of 1933, asamended, have been satisfied and that the above-named beneficial owner of theNotes is named as a “Selling Holder” in the Prospectus dated [**date]** or in supplements thereto, and that the aggregateprincipal amount of the Notes transferred are the Notes listed in suchProspectus opposite such owner’s name.

Dated:
|   | Very truly yours, |
|--------|-------------------|
|   |              |
|   |              |
|   |              |   |   |
|   |              | (Name) |
|   |              |
|   |              |
|   | By:               |   |   |
|   |              | (Authorized Signature) |

 

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