AG
New York Branch as Collateral Agent, in favor of the Beneficiaries (as defined
therein), as amended, supplemented or otherwise modified as of the date hereof.
EACH ASSIGNOR, AS COLLATERAL SECURITY FOR THE PROMPT AND COMPLETE PAYMENT AND
PERFORMANCE WHEN DUE BY ASSIGNOR OF ALL OF SUCH ASSIGNOR'S OBLIGATIONS, AND TO
INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THE THIRD
AMENDMENT AND TO MAKE THE LOANS AND PROVIDE THE OTHER FINANCIAL ACCOMMODATIONS
TO THE BORROWER UNDER THE CREDIT AGREEMENT AS CONTEMPLATED THEREIN AND IN THE
CREDIT AGREEMENT, DOES HEREBY GRANT, PLEDGE, ASSIGN AND TRANSFER UNTO THE
COLLATERAL AGENT, AND DOES HEREBY GRANT TO THE COLLATERAL AGENT, IN ITS CAPACITY
AS COLLATERAL AGENT HEREUNDER, A CONTINUING SECURITY INTEREST IN ALL OF THE
RIGHT, TITLE AND INTEREST OF SUCH ASSIGNOR IN, TO AND UNDER ALL OF THE
COLLATERAL (AS DEFINED IN THE SECURITY AGREEMENT AND IN THE PLEDGE AGREEMENT,
EACH AS DEFINED BELOW) WHETHER NOW EXISTING OR HEREAFTER FROM TIME TO TIME
ACQUIRED OR CREATED; PROVIDED, HOWEVER, THAT THE SECURITY INTERESTS GRANTED
HEREUNDER SHALL NOT INCLUDE THE PROPERTY OR ASSETS SET FORTH IN SECTION 1.1(C)
OF THE SECURITY AGREEMENT TO THE EXTENT SET FORTH IN SUCH SECTION.
Each Assignor further hereby ratifies and reaffirms its execution and delivery
of, and hereby ratifies, reaffirms and agrees to perform all of its obligations
under, each of, (i) that certain Collateral Security Agreement dated as of
August 16, 2005 (the "Security Agreement")
by and among each of the "Assignors" party thereto and Deutsche Bank AG New York
Branch as Collateral Agent for the benefit of the Secured Parties (as defined
therein), as amended, supplemented or otherwise modified as of the date hereof;
(ii) that certain Pledge Agreement dated as of August 16, 2005 (the "Pledge
Agreement") by and among each of the "Pledgors" party thereto and Deutsche Bank
AG New York Branch as Collateral Agent for the benefit of the Secured Parties
(as defined therein), as amended, supplemented or otherwise modified as of the
date hereof and (iii) each other "Security Document" or "Guaranty" (as defined
in that certain Credit Agreement dated as of August 16, 2005, as amended by that
certain First Amendment to Credit Agreement, dated as of December 12, 2005, that
certain Second Amendment to Credit Agreement and Amendment to Security
Documents, dated as of June 30, 2006 and the Third Amendment, among the Company,
the Administrative Agent, Deutsche Bank Securities, Inc., as Joint Lead Arranger
and Joint Book Runner, Credit Suisse, as Joint Lead Arranger and Joint Book
Runner, and the Lenders party thereto (as amended, supplemented or otherwise
modified, the "Credit Agreement")) to which such undersigned Person is a party
(collectively, the "Security Documents").
Terms used herein and not otherwise
defined shall have the meanings specified in the Credit Agreement.
[signature page follows]
Dated as of April 19, 2007.
HUNTSMAN INTERNATIONAL LLC
By:
Name:
Title:
HUNTSMAN FUELS, L.P.
PETROSTAR FUELS LLC
By:
Name:
Title:
EXECUTED as a deed by
TIOXIDE AMERICAS INC.
By:
Name:
Title: