Sample Business Contracts

AMENDED AND RESTATED

ASSET PURCHASE AGREEMENT

by and among

FLINT HILLS RESOURCES, LP
TRANSFEREE

FLINT HILLS RESOURCES, LLC
PURCHASER

and

HUNTSMAN INTERNATIONAL LLC,

HUNTSMAN PETROCHEMICAL CORPORATION,

HUNTSMAN INTERNATIONAL CHEMICALS CORPORATION,

HUNTSMAN POLYMERS HOLDINGS CORPORATION,

HUNTSMAN POLYMERS CORP.,

HUNTSMAN EXPANDABLE POLYMERS COMPANY, LC

and

HUNTSMAN CHEMICAL COMPANY OF CANADA, INC.
SELLERS

As of June 22, 2007

TABLE OF CONTENTS

				Page
ARTICLE I            DEFINITIONS; CONSTRUCTION				2
Section 1.1		Definitions		2
Section 1.2		Other Definitions		18
Section 1.3		Rules of Construction		21
Section 1.4		Accounting Terms		21
ARTICLE II           PURCHASE AND SALE				21
Section 2.1		Agreement to Purchase and Sell the Polymers Assets		21
Section 2.2		Agreement to Purchase and Sell the Base Chemicals Assets		23
Section 2.3		Excluded Assets		25
Section 2.4		Assumption of Assumed Liabilities		26
Section 2.5		Retained Liabilities		27
Section 2.6		Allocation of Certain Items		30
ARTICLE III          PURCHASE PRICE; ADJUSTMENTS				31
Section 3.1		Purchase Price		31
Section 3.2		Estimated Inventory Value		31
Section 3.3		Closing Date Payment		32
Section 3.4		Final Determination of Inventory Value; Dispute Resolution		32
ARTICLE IV          REPRESENTATIONS AND WARRANTIES OF THE SELLERS				34
Section 4.1		Organization		34
Section 4.2		Authorization		35
Section 4.3		Conflicts; Governmental Consents and Filings		36
Section 4.4		Sites		37
Section 4.5		Title to Assets; Related Matters		38
Section 4.6		Financial Statements		39
Section 4.7		No Undisclosed Liabilities		39
Section 4.8		Absence of Certain Changes		39
Section 4.9		Legal Proceedings		40
Section 4.10		Compliance with Law		40
Section 4.11		Contracts		41
Section 4.12		Tax Returns; Taxes		43

 

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Section 4.13		Employees and Independent Contractors		43
Section 4.14		Seller Benefit Plans		44
Section 4.15		Labor Relations		44
Section 4.16		Insurance Policies		46
Section 4.17		Environmental Matters		46
Section 4.18		Intellectual Property; Technology		48
Section 4.19		Licenses		49
Section 4.20		Brokers, Finders and Investment Bankers		49
Section 4.21		Key Customer and Key Supplier Relations		49
Section 4.22		Inventory		50
Section 4.23		Related Party Transactions		50
Section 4.24		No Other Representations		50
ARTICLE V           REPRESENTATIONS AND WARRANTIES OF THE PURCHASER				51
Section 5.1		Organization		51
Section 5.2		Authorization		51
Section 5.3		Conflicts; Governmental Consents and Filings		52
Section 5.4		Adequate Funds		52
Section 5.5		Brokers, Finders and Investment Bankers		52
Section 5.6		Legal Proceedings		52
ARTICLE VI          CERTAIN COVENANTS AND AGREEMENTS				52
Section 6.1		Conduct of the Business by the Sellers		53
Section 6.2		Inspection and Access to Information		55
Section 6.3		Financial Statements		56
Section 6.4		Reasonable Efforts; Further Assurances; Cooperation		57
Section 6.5		Restricted Assets and Consents		58
Section 6.6		Public Announcements		61
Section 6.7		Employees		61
Section 6.8		Labor Matters		65
Section 6.9		Risk of Loss		65
Section 6.10		Site Matters		65
Section 6.11		Post-Closing Access to Retained Books and Records		66
Section 6.12		Litigation Support		67
Section 6.13		Use of Names and Trademarks		67

 

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Section 6.14		Post-Closing Matters.		68
Section 6.15		[Reserved]		69
Section 6.16		Information Technology Matters/Filings Notices		69
Section 6.17		Non-Competition; Non-Solicitation; Confidentiality		70
Section 6.18		Receivables and Payables		72
Section 6.19		Customer Access		72
Section 6.20		Fenceline Monitoring at Port Arthur Site		72
Section 6.21		Port Arthur Performance Test; LOU Facility		73
Section 6.22		Other Property		73
ARTICLE VII        TAX MATTERS				74
Section 7.1		Allocation of Purchase Price		74
Section 7.2		Transfer Taxes		74
Section 7.3		Certificate of Non-Foreign Status		74
ARTICLE VIII       ENVIRONMENTAL MATTERS				74
Section 8.1		Environmental Indemnification by the Sellers		74
Section 8.2		Environmental Indemnification by the Purchaser		80
Section 8.3		Environmental Covenants of the Sellers		81
Section 8.4		Environmental Covenants of the Purchaser		81
Section 8.5		Other Environmental Matters		82
Section 8.6		Limitations on Liability of the Sellers		82
Section 8.7		Mitigation		83
ARTICLE IX         CONDITIONS TO CLOSING				83
Section 9.1		Conditions to Each Party’s Obligations		83
Section 9.2		Conditions to Obligations of the Purchaser		85
Section 9.3		Conditions to Obligations of the Sellers		89
ARTICLE X           CLOSING				92
Section 10.1		Closing Date and Location		92
Section 10.2		[Intentionally Omitted]		92
ARTICLE XI         TERMINATION				92
Section 11.1		Termination		92
Section 11.2		Termination		93
Section 11.3		Notice and Effect of Termination		94

 

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ARTICLE XII        INDEMNIFICATION				95
Section 12.1		Representations and Warranties		95
Section 12.2		Indemnification		96
Section 12.3		Indemnification Procedures		98
Section 12.4		Limitations on Liability of the Sellers		101
Section 12.5		Waiver of Remedies		101
Section 12.6		Treatment of Payments		102
Section 12.7		No Other Representations		102
Section 12.8		Assumption of Mansonville Business Transition Risk		103
Section 12.9		Failure of Base Chemicals Closing		103
ARTICLE XIII       MISCELLANEOUS PROVISIONS				105
Section 13.1		Notices		105
Section 13.2		Schedules and Exhibits		106
Section 13.3		Assignment; Successors in Interest		106
Section 13.4		Captions		108
Section 13.5		Controlling Law		108
Section 13.6		Consent to Jurisdiction, Etc.; Waiver of Jury Trial		108
Section 13.7		Severability		109
Section 13.8		Counterparts		109
Section 13.9		No Third-Party Beneficiaries		109
Section 13.10		Amendment; Waivers; Extensions		109
Section 13.11		Integration		109
Section 13.12		Transaction Costs		110

 

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LIST OF EXHIBITS

Exhibit A		Business Plan
Exhibit B		Cross License Agreement
Exhibit C		Peru Site Lease
Exhibit D		Transition Services Agreement (Purchaser to Sellers)
Exhibit E		Transition Services Agreement (Sellers to Purchaser)
Exhibit F		Capacity Rights Purchase Agreement
Exhibit G		Ethylene Sales Agreement
Exhibit H		Chemical Grade Propylene Sales Agreement
Exhibit I		Ethylene to Ethylene Glycol Exchange Agreement
Exhibit J		Aromatic Distillate Sales Agreement
Exhibit K		Normal Butane Sales Agreement
Exhibit L		APAO Exchange and Licensing Agreement
Exhibit M		[Intentionally Omitted]
Exhibit N		Ethylene Exchange Agreement
Exhibit O		Propylene Exchange Agreement
Exhibit P		Ethane – Propane Exchange Agreement
Exhibit Q		Port Neches Dock Use Agreement
Exhibit R		Refinery Grade Propylene Unloading Agreement
Exhibit S		Pipeline Bill of Sale and Assignment of Easements
Exhibit T		Temporary Use and Occupancy License

 

LIST OF EXHIBITS TO THE

Asset Purchase Agreement

LIST OF SCHEDULES

Schedule 1.1-A		Excluded Computer Data
Schedule 1.1-B		Excluded Technology Hardware
Schedule 1.1-C		Excluded Software License Agreements
Schedule 1.1-D		Known Off-Site Migrated Environmental Contamination
Schedule 1.1-E		Performance Test Protocol
Schedule 1.1-F		Permitted Liens
Schedule 1.1-G-1		Knowledge of Sellers
Schedule 1.1-G-2		Knowledge of Sellers after Due Inquiry
Schedule 2.2(c)		Tangible Personal Property
Schedule 2.2(m)		Business Deposits
Schedule 2.3(l)		Excluded Assets
Schedule 3.2(b)		Procedures for Calculating Inventory
Schedule 3.4(b)		Accounting Arbitrator
Schedule 4.3(a)		Governmental Consents and Filings
Schedule 4.4		Site Information
Schedule 4.4(c)-1		Easement Facilities
Schedule 4.4(c)-2		Existing Easements
Schedule 4.4(d)		Exceptions to Interests in Real Property
Schedule 4.5		Title to Assets
Schedule 4.6		Financial Statements
Schedule 4.7		Undisclosed Liabilities
Schedule 4.8		Absence of Changes
Schedule 4.9		Legal Proceedings
Schedule 4.10		Compliance with Law
Schedule 4.11		Material Contracts
Schedule 4.12		Tax Returns; Taxes
Schedule 4.13		Employees & Independent Contractors
Schedule 4.14		Seller Benefit Plans
Schedule 4.15		Labor Agreements
Schedule 4.17(a)		Compliance with Environmental Law
Schedule 4.17(b)		Environmental Permits

 

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Schedule 4.17(c)		Environmental Claims
Schedule 4.17(d)		Material Remediation or Corrective Action
Schedule 4.17(e)		Remediation Activities
Schedule 4.17(f)		Off-Site Disposal Activities
Schedule 4.17(g)		Environmental Notice or Approvals
Schedule 4.17(h)		Other Material Environmental Liabilities
Schedule 4.18(a)		Registered Business Intellectual Property
Schedule 4.18(b)		IP Infringement
Schedule 4.19		Licenses; Permits
Schedule 4.21		Key Customers; Key Suppliers
Schedule 4.23		Related Party Transactions
Schedule 5.3		Governmental Consents and Filings
Schedule 6.1		Permitted Pre-Close Activities
Schedule 6.1(b)		Capital Projects
Schedule 6.3(c)		Monthly Management Report
Schedule 6.4(d)		Transferable Licenses
Schedule 6.5(a)(v)		Special Restricted Assets
Schedule 6.7(a)-1		Employment Offers
Schedule 6.7(a)-2		Optional Employment Offers
Schedule 6.10(a)		Title Commitments
Schedule 6.10(b)-1		Seller Retained Easements
Schedule 6.10(b)-2		Additional Conveyed Easements
Schedule 6.16(a)		Transferred Computer Data
Schedule 6.16(b)(i)		Software Applications; Acquired
Schedule 6.16(b)(ii)		Software Applications; Consent
Schedule 6.22(b)		Option Property
Schedule 7.1		Allocation of Purchase Price
Schedule 8.1(e)		Environmental Restrictions
Schedule 9.1(c)		Governmental Consents
Schedule 9.2(d)		Required Consents
Schedule 9.2(e)		Required Licenses
Schedule 12.2(f)		Special Matters

 

2

AMENDED AND RESTATED
ASSET PURCHASE AGREEMENT

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 22, 2007, is made and entered into by and among Flint Hills Resources, LP, a Delaware limited partnership (the “Transferee”) and Flint Hills Resources, LLC, a Delaware limited liability company (the “Purchaser”), on the one hand, and Huntsman International LLC, a Delaware limited liability company (“HI”), Huntsman Petrochemical Corporation, a Delaware corporation (“Huntsman Petrochemical”), Huntsman International Chemicals Corporation, a Utah corporation (“HIC”), Huntsman Polymers Holdings Corporation, a Delaware corporation (“HPHC”), Huntsman Expandable Polymers Company, LC, a Utah limited liability company (“HEPC”), Huntsman Polymers Corp., a Delaware corporation (“HPC”), and Huntsman Chemical Company of Canada, Inc., a Quebec corporation (“Huntsman Canada”, and together with HI, Huntsman Petrochemical, HIC, HPHC, HEPC and HPC, the “Sellers” and, each individually, a “Seller”), on the other hand.  The Purchaser, the Transferee and the Sellers are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”  Unless the context requires otherwise (including by way of example, as in Article V), references herein to the Purchaser shall include, without duplication, the Transferee as assignee.

W I T N E S S E T H:

WHEREAS, (i) Huntsman Petrochemical and certain of its Affiliates are engaged in the business of producing, manufacturing, marketing, selling, trading and providing technical support with respect to ethylene, chemical grade propylene, cyclohexane and benzene from its olefins and cyclohexane and benzene facilities at the Port Arthur Site and associated pipelines and storage facilities, but excluding, for the avoidance of doubt, the Excluded Businesses (the “Base Chemicals Business”) and (ii) the Sellers (other than Huntsman Petrochemical) and certain of their Affiliates (a) are engaged in the business of formulating, testing, producing, manufacturing, marketing, selling, trading and providing technical support with respect to polyethylene, polypropylene and expandable polystyrene; and (b) own certain tangible assets used in the production of amorphous polyalphaolefins that are being conveyed to the Purchaser hereunder, in each case from their facilities at the Sites (other than the Port Arthur Site and associated pipelines and storage facilities) and at the Mansonville Site to the extent the assets and liabilities associated with that business are being conveyed to the Purchaser hereunder, but excluding, for the avoidance of doubt, the Excluded Businesses (the “Polymers Business” and together with the Base Chemicals Business, the “Business”); and

WHEREAS, on February 15, 2007 (the “Original APA Date”), the Purchaser, on the one hand, and the Sellers, on the other hand, entered into an asset purchase agreement (the “Original Asset Purchase Agreement”) pursuant to which the Purchaser agreed to purchase the Assets from the Sellers, and the Purchaser agreed to assume certain of the liabilities and obligations of the Sellers associated with the Business; and

WHEREAS, on April 24, 2007, the Purchaser assigned all of its rights and obligations under the Original Asset Purchase Agreement to the Transferee as a Qualified Transferee in accordance with Section 13.3 of the Original Asset Purchase Agreement; and

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WHEREAS, the Transferee, the Purchaser and the Sellers, in furtherance of the intentions of the Purchaser and the Sellers set forth in Section 10.2 of the Original Asset Purchase Agreement, desire to amend and restate the Original Asset Purchase Agreement to permit the Transferee to (i) purchase from the Sellers (other than Huntsman Petrochemical) and certain of their Affiliates the Polymers Assets and to assume certain liabilities and obligations of such Sellers associated with the Polymers Business and (ii) separately purchase from Huntsman Petrochemical and certain of its Affiliates the Base Chemicals Assets and to assume certain liabilities and obligations of Huntsman Petrochemical and certain of its Affiliates associated with the Base Chemicals Business, in each case subject to the terms and conditions of this Agreement;

WHEREAS, the Parties made certain representations, warranties and agreements in the Original Asset Purchase Agreement; and

WHEREAS, the Parties desire to make certain additional agreements in connection with the transactions contemplated by this Agreement;

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, agreements and conditions hereinafter set forth, and intending to be legally bound hereby, each Party hereby agrees as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

Section 1.1             Definitions.  The following terms, as used herein, have the following meanings:

“ADA” means the Americans with Disabilities Act of 1990, 42 U.S.C. ¤ 12101 et seq., as amended, and the rules and regulations promulgated thereunder.

“ADEA” means the Age Discrimination in Employment Act of 1967, 29 U.S.C. ¤ 621 et seq., as amended, and the rules and regulations promulgated thereunder.

“Affiliate” of any specified Person means any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person.

“Ancillary Documents” means the Purchaser Ancillary Documents and the Seller Ancillary Documents.

“APAO Non-PPE Assets” means all grades of finished goods inventory, including molten grades, and all butene and tackifier raw material stores, in each case related to the amorphous polyalphaolefins business of the Sellers and wherever located.

“Assets” means the Polymers Assets and the Base Chemicals Assets.

“Assigned Indemnity” means Part 8 (to the extent it provided as of the Original APA Date indemnity protection to Huntsman International LLC, formerly known as Huntsman

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Corporation, or its Affiliates for the Port Arthur Site, including all assets related to the operation of the Base Chemicals Business) of the Texaco Agreement.

“Assumed Contracts” means the Polymers Assumed Contracts and the Base Chemicals Assumed Contracts.

“Base Chemicals Assumed Contracts” means the Material Contracts and all other contracts of Huntsman Petrochemical or its Affiliates that primarily relate to the Base Chemicals Business, but excluding the Base Chemicals Easements and any contracts that are Excluded Assets; provided, however, that the JCO-Wide Contracts shall be Base Chemicals Assumed Contracts only to the extent such contracts relate to the Base Chemicals Business.

“Base Chemicals Business Off-Site Disposal Activities” means the off-site transportation, storage, disposal, treatment or recycling of wastes or other discarded materials, including Hazardous Materials, generated by any Seller, their Affiliates or the Business, or at the Port Arthur Site or the Base Chemicals Easements, in each case on or prior to the Base Chemicals Closing Date, including those issues identified on Schedule 4.17(f), Part 2.

“Base Chemicals Closing” means the consummation of the transactions contemplated by Section 2.2 in respect of the Base Chemicals Assets.

“Base Chemicals Closing Date” means the date on which the Base Chemicals Closing occurs.

“Base Chemicals Easement Facilities” means the Facilities described in Schedule 4.4(c)-1, Part 1.

“Base Chemicals Easements” means the Existing Base Chemicals Easements and the Additional Conveyed Easements.

“Base Chemicals Facilities” means the Facilities located on the Port Arthur Site and the Base Chemicals Easements.

“Base Chemicals Business Intellectual Property” means the Business Intellectual Property that, as between the Polymers Business and the Base Chemicals Business, is primarily related to the Base Chemicals Business.

“Base Chemicals Inventory” means all items of the Sellers’ finished products and feedstocks purchased, acquired, or held in the Base Chemicals Business and work-in-process of the Base Chemicals Business, wherever located, in transit, stored off-site or at the Port Arthur Site or in the Base Chemicals Facilities, including certain catalysts and additives that have historically been included in the Sellers’ valuation of Inventory in the Financial Statements, but excluding any inventory held on consignment from third parties.

“Business Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Houston, Texas.

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“Business Employee” means any employee of any Seller or any of their respective Affiliates who is listed on Schedule 4.13.

“Business Intellectual Property” means all Intellectual Property (whether owned or licensed) primarily related to the Business, including all Intellectual Property used at the Mansonville Site that is primarily related to the Business, but excluding, for the avoidance of doubt, all Intellectual Property (whether owned or licensed) primarily related to the Sellers’ business of formulating, testing, producing, manufacturing, marketing, selling, trading and providing technical support with respect to amorphous polyalphaolefins.

“Business Plan” means the management presentation provided to the Purchaser on October 19, 2006 attached as Exhibit A, as such plan may be amended in the ordinary course of business in response to changes in circumstances or facts or for other commercially reasonable reasons and not in violation of Section 6.1.

“Change of Control” means at any time, (a) with respect to the Purchaser or any Qualified Transferee, Koch Industries, Inc. ceases to be the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934 and the rules thereunder), directly or indirectly, through one or more intermediaries, of 50% or more of the outstanding equity interests of the Purchaser or such Qualified Transferee; and (b) with respect to any other Person (other than the Purchaser or a Qualified Transferee), any “person” (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) who previous to such time did not “beneficially own” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934 and the rules thereunder), directly or indirectly, through one or more intermediaries, 50% or more of the outstanding equity interests of such Person becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934 and the rules thereunder), directly or indirectly, through one or more intermediaries, of 50% or more of the outstanding equity interests of such Person.

“Closing” means the consummation of the transactions contemplated by Section 2.1 (in the case of the Polymers Closing) or Section 2.2 (in the case of the Base Chemicals Closing).

“Closing Date” means the date on which the applicable Closing occurs.

“COBRA Coverage” means continuation coverage required under Section 4980B of the Code and Part 6 of Title I of ERISA.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Commercial Agreements” means those certain agreements between the Purchaser, on the one hand, and a Seller or any Affiliate of a Seller, on the other, or between the Purchaser, on the one hand, and another Person, on the other, executed at the applicable Closing to take effect on the applicable Closing Date, the forms of which are attached hereto as Exhibits G through U.

“Confidentiality Agreement” means the confidentiality agreement dated July 19, 2006 between Huntsman and Koch Equity Development, LLC, an Affiliate of the Purchaser, as supplemented by that certain Supplemental Agreement dated November 3, 2006, between Koch Equity Development, LLC and Huntsman.

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“Control” means, when used with respect to any specified Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Conveyed Polymers Sites” means all of the Polymers Sites other than the Longview Leased Site and the Peru Site.

“Cross License Agreement” means the Cross License Agreement, the form of which is attached as Exhibit B.

“Deloitte” means Deloitte & Touche USA LLP.

“Easement Facilities” means the Polymers Easement Facilities and the Base Chemicals Easement Facilities.

“Easements” means the Existing Easements and the Additional Conveyed Easements.

“Effective Time” means 12:00 a.m. Eastern Time at the beginning of the applicable Closing Date.

“Employee Benefit Plan” means, with respect to any Person, (i) each plan, fund, program, agreement, arrangement or scheme, in each case, that is at any time sponsored or maintained or required to be sponsored or maintained by such Person or to which such Person makes or has made, or has or has had an obligation to make, contributions providing for employee benefits or for the remuneration, direct or indirect, of the employees, former employees, directors, managers, officers, consultants, independent contractors, contingent workers or leased employees of such Person or the dependents of any of them (whether written or oral), including each deferred compensation, bonus, incentive compensation, pension, retirement, stock purchase, stock option and other equity compensation plan, (ii) each “welfare” plan (within the meaning of Section 3(1) of ERISA, determined without regard to whether such plan is subject to ERISA), (iii) each “pension” plan (within the meaning of Section 3(2) of ERISA, determined without regard to whether such plan is subject to ERISA), (iv) each severance plan or agreement, health, vacation, summer hours, supplemental unemployment benefit, hospitalization insurance, medical, dental, legal, and (v) each other employee benefit plan, fund, program, agreement or arrangement, but excluding government sponsored plans.

“Employment Agreement” means any written employment contract, consulting agreement, agreement regarding deferred compensation that is not scheduled in this Agreement as a Seller Benefit Plan, termination or severance agreement, change of control agreement or any other agreement, arrangement or understanding regarding the terms and conditions of employment or payment of compensation, or regarding a consulting or independent contractor relationship, in respect to any current or former officer, employee, consultant or independent contractor.  For purposes of clarity, Labor Agreements, assignments of Intellectual Property, non-compete agreements and confidentiality agreements shall not be considered Employment Agreements.

“Environmental Laws” means all Laws relating to (i) the protection of the indoor or outdoor environment, (ii) pollution or pollution control, (iii) the conservation, management or

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use of natural resources and wildlife, and (iv) the management, containment, manufacture, possession, presence, use, processing, generation, transportation, treatment, storage, disposal, Release, abatement, removal, Remediation or handling of or exposure to any Hazardous Materials or other hazardous, toxic, deleterious, carcinogenic, mutagenic, radioactive, corrosive, reactive, injurious or otherwise harmful chemical, constituent, substance, material, product or waste.

“Environmental Permits” means all Licenses that are required under any Environmental Law in connection with the Business, the Assets or the Facilities.

“Environmental Rep Breaches” means the Polymers Environmental Rep Breaches and the Base Chemicals Environmental Rep Breaches.

“ERISA” means the Employee Retirement Income Security Act of 1974 and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any Person (whether incorporated or unincorporated) that together with any Seller would be deemed a “single employer” within the meaning of Section 414 of the Code.

“Excluded Businesses” means:  (i) the Sellers’ or their Affiliates’ expandable polystyrene business located in the Commonwealth of Australia; (ii) the Sellers’ business at the Mansonville Site to the extent the assets and liabilities associated with that business have not been conveyed to the Purchaser pursuant to the terms of this Agreement; (iii) the Sellers’ olefins business conducted at the Port Neches, Texas facility and any assets related thereto, excluding the Assets but including any Excluded Assets, as any such businesses described herein may be conducted from time to time from and after the applicable Closing; and (iv) the Sellers’ business of formulating, testing, producing, manufacturing, marketing, selling, trading and providing technical support with respect to amorphous polyalphaolefins.

“Excluded Computer Data” means the data in electronic form that is primarily used in connection with the Business set forth on Schedule 1.1-A.

“Excluded Information Technology Hardware” means the computer hardware and related equipment primarily used in connection with the Business set forth on Schedule 1.1-B.

“Excluded Software License Agreements” means the software license agreements regarding software primarily used in or material to the Business set forth on Schedule 1.1-C.

“Existing Base Chemicals Easements” means the easements, leasehold rights, other surface use rights and rights-of-way existing as of the Original APA Date covering land that is not owned by Huntsman Petrochemical or its Affiliates described on Schedule 4.4(c)-2, Part 1 and upon which any part of the Base Chemicals Easement Facilities is located.

“Existing Easements” means the Existing Polymers Easements and the Existing Base Chemicals Easements.

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“Existing Polymers Easements” means the easements, leasehold rights, other surface use rights and rights-of-way existing as of the Original APA Date covering land that is not owned by the Sellers (other than Huntsman Petrochemical) or their Affiliates described on Schedule 4.4(c)-2, Parts 2-5 and upon which any part of the Polymers Easement Facilities is located.

“Facilities” means the structures, fixtures, buildings, improvements and equipment, including process units, tanks, pipelines, caverns, terminals, docks and rail spurs located on the Sites and the Easements, but specifically excluding the Excluded Assets.

“Financial Statements” means (i) the audited balance sheets of the Business as of December 31, 2004 and 2005, and the related statements of operations, parent’s net investment and advances, and cash flows for each of the two years in the period ended December 31, 2005, together with the related notes and schedules thereto (the “Annual Financial Statements”), and the unaudited balance sheet of the Business as of September 30, 2006, and the related statements of operations for the nine months ended September 30, 2006, prepared on a basis consistent with the Annual Financial Statements, except that no footnote disclosures will be provided and (ii) the financial statements to be delivered pursuant to Section 6.3.

“First Dollar Retained Liabilities” means any Retained Liabilities described in Sections 2.5(b), (c), (d), (e), (f), (g), (h), (i), (j), (k) or (p).

“FLSA” means the Fair Labor Standards Act of 1938, 29 U.S.C. ¤ 201 et seq., as amended, and the rules and regulations promulgated thereunder.

“FMLA” means the Family and Medical Leave Act, as amended, and the rules and regulations promulgated thereunder.

“GAAP” means generally accepted accounting principles as applied in the United States as of the Original APA Date.

“Governmental Entity” means any federal, state or local or foreign government, any political subdivision thereof or any court, administrative or regulatory agency, department, instrumentality, body or commission, or other governmental authority or agency, domestic or foreign.

“Hazardous Materials” means any substance, pollutant, contaminant, or waste subject to Remediation pursuant to any applicable Environmental Law, or any constituent of any such substance, pollutant, contaminant or waste, the use, handling, presence or Release of which is regulated by or pursuant to any applicable Environmental Law.

“HSR Act” means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder.

“Huntsman” means Huntsman Corporation, a Delaware corporation.

“Huntsman Confidential Information” means the “Huntsman Confidential Information”, as such term is defined in the Confidentiality Agreement.

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“Indebtedness” of any Person means, without duplication, (i) the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (if any), unpaid fees or expenses and other monetary obligations in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (ii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (excluding trade accounts payable and other accrued current liabilities arising in the ordinary course of business, but including the current liability portion of any indebtedness for borrowed money); (iii) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction; (iv) all obligations of such Person under interest rate or currency swap transactions (valued at the termination value thereof); (v) the liquidation value, accrued and unpaid dividends and prepayment or redemption premiums and penalties (if any), unpaid fees or expense and other monetary obligations in respect of any and all redeemable preferred stock of such Person; (vi) all obligations of the type referred to in clauses (i) through (v) of any Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations; and (vii) all obligations of the type referred to in clauses (i) through (vi) of other Persons secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person).

“Indemnifiable Assumed Liabilities” means the Indemnifiable Base Chemicals Assumed Liabilities and the Indemnifiable Polymers Assumed Liabilities.

“Indemnifiable Base Chemicals Assumed Liabilities” means any liabilities and obligations associated with Remediation of: (i) Unknown On-Site Base Chemicals Environmental Contamination; (ii) Unknown Off-Site Base Chemicals Migrated Environmental Contamination; and (iii) any Material Increase in Known On-Site Base Chemicals Environmental Contamination.

“Indemnifiable Polymers Assumed Liabilities” means any liabilities and obligations associated with Remediation of: (i) Unknown Polymers On-Site Environmental Contamination; (ii) Unknown Off-Site Polymers Migrated Environmental Contamination; and (iii) any Material Increase in Known On-Site Polymers Environmental Contamination.

“Indemnified Party” means a Purchaser Indemnified Party or a Seller Indemnified Party.

“Independent Contractor” means an individual who is not otherwise directly employed by a Seller or an Affiliate of a Seller and who provides services to a Seller or an Affiliate of a Seller in connection with the Business and is listed as an “Independent Contractor” on Schedule 4.13.

“Intellectual Property” means any or all of the following, and all rights arising out of or associated therewith: (i) all United States, international and foreign patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof; (ii) all confidential and trade secret information, including all confidential inventions (whether patentable or not), proprietary software, invention disclosures,

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improvements, trade secrets, proprietary information, know-how, technology, technical data and customer lists, and all documentation relating to any of the foregoing throughout the world; (iii) all copyrights, copyright registrations and applications therefor, and all other rights corresponding thereto throughout the world; and (iv) all trade names, domain names, logos, slogans, designs, common law trademarks and service marks, trademark and service mark registrations and applications therefor throughout the world.

“Intercompany Debt” means the Indebtedness between any Seller, on the one hand, and any other Seller, or an Affiliate of such Seller, on the other hand.

“Inventory” means the Polymers Inventory (in respect of the Polymers Closing), the Base Chemicals Inventory (in respect of the Base Chemicals Closing) and both the Polymers Inventory and the Base Chemicals Inventory (where the context requires).

“JCO-Wide Contracts” means any contracts of the Sellers and their Affiliates for the supply of services or products both to the Base Chemicals Business and to other businesses of the Sellers and their Affiliates.

“Key Customer” means (i) each of the 10 largest customers of the Base Chemicals Business (other than the Sellers or their Affiliates) based on aggregate sales of products from the Base Chemicals Business during the two-year period ended December 31, 2006, and (ii) each of the 15 largest customers of the Polymers Business (other than the Sellers or their Affiliates) based on aggregate sales of products from the Polymers Business during the twelve-month period ended December 31, 2006.

“Key Supplier” means (i) each of the 10 largest suppliers associated with the Base Chemicals Business (other than the Sellers or their Affiliates) based on aggregate purchases of goods or services for the Business during the two-year period ended December 31, 2006, and (ii) each of the 15 largest suppliers associated with the Polymers Business (other than the Sellers or their Affiliates) based on aggregate purchases of goods or services for the Polymers Business during the twelve-month period ended December 31, 2006.

“Known Off-Site Base Chemicals Migrated Environmental Contamination” means (i) any contamination set forth on Schedule 1.1-D which is related to the Port Arthur Site or the Base Chemicals Easements, (ii) any Release of a Hazardous Material related to or arising out of Known On-Site Base Chemicals Environmental Contamination that after the Base Chemicals Closing migrates off of the Port Arthur Site or the Base Chemicals Easements.

“Known Off-Site Migrated Environmental Contamination” means the Known Off-Site Base Chemicals Migrated Environmental Contamination and the Known Off-Site Polymers Migrated Environmental Contamination.

“Known Off-Site Polymers Migrated Environmental Contamination” means (i) any contamination set forth on Schedule 1.1-D which is related to the Marysville Site, the Odessa Site, the Longview Owned Site or the Existing Polymers Easements or (ii) any Release of a Hazardous Material related to or arising out of Known On-Site Polymers Environmental Contamination that after the Polymers Closing migrates off of the Conveyed Polymers Sites or the Existing Polymers Easements.

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“Known On-Site Base Chemicals Environmental Contamination” means those on-site Releases of Hazardous Materials that are scheduled on Schedules 4.17(d) or (e) and relate to the Port Arthur Site or the Base Chemicals Easements.

“Known On-Site Polymers Environmental Contamination” means those on-site Releases of Hazardous Materials that are scheduled on Schedules 4.17(d) or (e) and relate to the Marysville Site, the Odessa Site, the Longview Owned Site or the Existing Polymers Easements.

“Labor Agreements” means all collective bargaining agreements, all memorandums of understanding, all letters and memorandums of agreement and any union certifications with respect to the Business Employees.

“Labor Laws” means all Laws governing or concerning labor relations, unions and collective bargaining, conditions of employment, employment discrimination and harassment, wages, hours or occupational safety and health, including ERISA, the United States Immigration Reform and Control Act of 1986, the United States National Labor Relations Act, the United States Civil Rights Acts of 1866 and 1964, the United States Equal Pay Act, ADA, ADEA, FMLA, WARN, the United States Davis-Bacon Act, the United States Walsh-Healy Act, the United States Service Contract Act, United States Executive Order 11246, FLSA and the United States Rehabilitation Act of 1973 and all rules and regulations promulgated under such acts.

“Law” or “Laws” means all statutes, rules, codes, regulations, restrictions, ordinances, orders, decrees, common law, approvals, Licenses, directives, judgments, injunctions, writs, awards and decrees of, or issued by, any Governmental Entity.

“Legal Dispute” means any action, suit or proceeding between or among the Parties and their respective Affiliates arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any Ancillary Document (excluding the Commercial Agreements).

“LIBOR Rate” means the applicable British Bankers’ Association Interest Settlement Rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) for one month as quoted on the applicable page or screen of Reuters, as of 11:00 A.M. (London time) at the applicable Closing that displays an average British Bankers Association Settlement Rate for dollar deposits (for delivery as at the applicable Closing), provided that, (i) if the applicable Reuters page or screen is not available for any reason, the Eurodollar Rate shall instead be the applicable British Bankers’ Association Interest Settlement Rate for dollar deposits as reported by Dow Jones Market Service (Telerate) or any other generally recognized financial information service as of 11:00 A.M. (London time) at the applicable Closing, and having a one month maturity, and (ii) if no such British Bankers’ Association Interest Settlement Rate is available the rate shall be the one month rate quoted on the British Bankers Association website.

“Licenses” means all notifications, licenses, permits (including environmental, construction and operation permits), franchises, certificates, approvals, exemptions, classifications, qualifications, registrations, certifications and other similar documents and authorizations issued by any Governmental Entity, and applications therefor (but excluding any license agreements related to Intellectual Property).

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“Liens” mean all mortgages, liens, pledges, security interests, charges and encumbrances of any kind or nature whatsoever.

“Longview Environmental Contamination” means on-site Releases of Hazardous Materials at the Longview Leased Site, known or unknown and including any matters with respect to these sites that are disclosed on Schedules 4.17(d) or (e) that occurred prior to the Polymers Closing or are continuing as of the Polymers Closing, regardless of whether the Release is discovered before or after the Polymers Closing.

“Longview Lease” means the lease of the Longview Leased Site between Huntsman Polypropylene Company and Eastman Chemical Company dated November 1994.

“Longview Leased Site” means the real property described as the Longview Leased Site on Schedule 4.4.

“Longview Owned Site” means the real property described as the Longview Owned Site on Schedule 4.4.

“Longview Site” means the Longview Leased Site and the Longview Owned Site.

“LOU Facility” means the light olefins unit located on the tract identified as the A&O Plant Tract in Section 1(a) of Schedule 4.4.

“Managing Party” with regard to any indemnity claim involving Remediation means the Person who has the right to manage and control Remediation and the obligation to grant Meaningful Participation Rights.  The Sellers shall be the Managing Party for any indemnity claim involving Remediation at or relating to the Peru Site or the Longview Leased Site.  The Purchaser shall be the Managing Party for any indemnity claim involving Remediation at or relating to the Port Arthur Site, the Longview Owned Site, the Odessa Site, the Marysville Site or the Easements.

“Mansonville Site” means the Sellers’ expandable polystyrene manufacturing plant, including the real property on which such plant sits, located near Mansonville, Quebec.

“Marysville Site” means the real property described as the Marysville Site on Schedule 4.4.

“Material Adverse Effect” means any change, event, effect, circumstance or occurrence (including any casualty loss) that is materially adverse with respect to the following, taken as a whole: (A) the operation (including results of operation (financial or otherwise)) of the Assets and the Business; (B) the condition (financial or otherwise) of the Assets and the Business; or (C) the magnitude and nature of the Assumed Liabilities; provided, however, that in no event shall any of the following constitute a Material Adverse Effect: (i) any change, event, effect, or occurrence resulting from or relating to changes in general economic, regulatory or political conditions; (ii) any change, event, effect or occurrence that affects the chemical industry generally (including changes in commodity prices, general market prices and regulatory changes affecting the chemical industry generally); (iii) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, or the

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occurrence of any natural disaster or act of terrorism, in each case excluding specific damage such matters cause directly to the Business; (iv) any change, event, effect or occurrence resulting from or relating to the announcement or pendency of the transactions contemplated by this Agreement; (v) any change in accounting requirements or principles required by GAAP or issued by any Governmental Entity and imposed upon the Business; (vi)  any change in Law, or the interpretation thereof, that does not disproportionately affect the Business compared to other chemical businesses similarly situated; (vii) any change, event, effect or occurrence resulting from or relating to actions taken by the Purchaser or any of its Affiliates, except any actions required or expressly permitted under the terms of this Agreement including the withholding of any consent; or (viii) the failure of the Business to meet internal expectations or projections (it being understood, however, that the underlying circumstances giving rise to such failure may be taken into account unless otherwise excluded pursuant to this paragraph); and (ix) compliance by the Business with the terms of this Agreement; (x) the effects on the Base Chemicals Business that resulted from the April, 2006 fire at the LOU Facility, the shutdown of the LOU Facility resulting from such fire, and the subsequent efforts to repair and restart the LOU Facility (provided, however, for the avoidance of doubt, any further damage or destruction of the LOU Facility following the successful completion of the Performance Test shall not be excluded); and (xi) any actual Releases of Hazardous Materials that relate to the Marysville Site, the Odessa Site, the Port Arthur Site, the Longview Owned Site or the Easements disclosed to the Purchaser prior to January 30, 2007 on the Project Rio Grande Data Site managed by Merrill Corporation.

“Material Contracts” means the written contracts, agreements, leases, commitments and other instruments set forth on Schedule 4.11.

“Material Increase in Known On-Site Base Chemicals Environmental Contamination” means Hazardous Materials contamination discovered after the Base Chemicals Closing at or migrating from the Port Arthur Site or the Base Chemicals Easements that is associated with or attributable to Known On-Site Base Chemicals Environmental Contamination for which Remediation is required by any Governmental Entity pursuant to applicable Environmental Laws (in force as of the Base Chemicals Closing Date), where such Remediation is fundamentally different and substantially more costly (i.e. for the Port Arthur Site, an increase of $100,000 or more per year above the last three years’ annual average Remediation costs at the Port Arthur Site) than the Remediation that would otherwise have been required for such Known On-Site Base Chemicals Environmental Contamination prior to discovery.

“Material Increase in Known On-Site Polymers Environmental Contamination” means Hazardous Materials contamination discovered after the Polymers Closing at or migrating from any of the Conveyed Polymers Sites or Existing Polymers Easements that is associated with or attributable to Known On-Site Polymers Environmental Contamination for which Remediation is required by any Governmental Entity pursuant to applicable Environmental Laws (in force as of the Polymers Closing Date), where such Remediation is fundamentally different and substantially more costly (i.e. (i) for the Odessa site, an increase of $200,000 or more per year above the last three years’ annual average Remediation costs at the Odessa Site or (ii) for the Marysville Site or the Longview Owned Site, an increase of $100,000 or more per year above the last three years’ annual average Remediation costs at the Marysville Site or the Longview Owned Site, respectively) than the Remediation that would otherwise have been required for such Known On-Site Polymers Environmental Contamination prior to discovery.

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“Meaningful Participation Rights” with regard to Remediation means the right of a Person to have meaningful input in an action, meeting, decision or other activity and includes (i) the opportunity for the Person to review and comment on initial, new or materially revised plans for investigating, remedying and managing the environmental liability, including all Remediation plans; (ii) the opportunity for the Person to review and comment on submissions to Governmental Entities prior to submission, including all Remediation plans; (iii) the good faith consideration of and reasonable attempt to respond to comments from the Person; (iv) the receipt by the Person of reasonable prior notice of, the right to provide input prior to, and the right to participate in negotiations, meetings and discussions with Governmental Entities; (v) the right to observe active Remediation activities; (vi) the right to obtain split samples during soil, surface water and groundwater investigations; (vii) except for settlements requiring the payment of money damages only by or on behalf of a Person other than the Person to whom the Meaningful Participation Rights are granted, the right of the Person to consent to any settlement of any environmental liability, such consent not to be unreasonably withheld, conditioned or delayed; and (viii) the right of the Person to receive periodic reports on the progress of resolving the environmental liability upon all significant events and upon such Person’s request, which request shall be no more frequently than quarterly.

“Novacor” means Novacor Chemicals Inc., Exodus Polymers Inc. and Novacor Chemicals (International) S.A., and their successors with respect to obligations under the Novacor Agreement.

“Novacor Agreement” means the Asset Purchase Agreement between Novacor and Huntsman Polypropylene Corporation, dated June 30, 1995.

“NLRB” means the United States National Labor Relations Board.

“Odessa Site” means the real property described as the Odessa Site on Schedule 4.4.

“Off-Site Disposal Activities” means the Polymers Business Off-Site Disposal Activities or the Base Chemicals Business Off-Site Disposal Activities.

“OSHA” means the United States Occupational Safety and Health Administration.

“Other Assets” means (i) all items of the Sellers’ inventory purchased, acquired or held in the Business, including materials, catalysts, additives or other products or chemicals used in the Business, but excluding Inventory, in each case wherever located, in transit, stored off-site or at the Sites or in the Facilities, but excluding any inventory held on consignment from third parties and (ii) all office, laboratory and other supplies, furnishings, accessories, warehouse stock and spare, replacement and component parts (other than spare, replacement and component parts and other personal property, in each case consigned to the Sellers by third parties), primarily used in the Business whether or not located at the Facilities, but excluding any of the foregoing located at the Mansonville Site.

“Other Base Chemicals Assets” means all Other Assets to the extent related to the Base Chemicals Business.

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“Other Polymers Assets” means all Other Assets to the extent related to the Polymers Business.

“Other Retained Liabilities” means any Retained Liabilities, except for First Dollar Retained Liabilities.

“Payables” means all of the Sellers’ aggregate accounts payable (as defined by GAAP) arising from the Sellers’ operation of the Business prior to the Polymers Closing Date or the Base Chemicals Business prior to the Base Chemicals Closing Date, as the case may be.

“Performance Test” has the meaning set forth on Schedule 1.1-E.

“Permitted Liens” means (i) Liens for Taxes, impositions, rents or other governmental charges levied, assessed or imposed, but not yet due (or that are being contested in good faith by appropriate proceedings), and for which adequate reserves in accordance with GAAP have been properly recorded on the books and records of the Business, (ii) statutory Liens (including materialmen’s, warehousemen’s, mechanic’s, repairmen’s, landlord’s, and other similar Liens) arising in the ordinary course of business securing obligations not yet due (or that are being contested in good faith by appropriate proceedings),  (iii) zoning regulations and land use and building restrictions (including the terms of variances, special use or other permits) under applicable Law, (iv) restrictions, rights-of-way, easements, and other encumbrances, which, individually or in the aggregate, do not materially interfere with (or would not reasonably be expected to materially interfere with) the use or occupancy of the affected parcel in the ordinary course of business, as currently utilized in the Business, or in the case of the Base Chemicals Business, as is contemplated by the Parties upon the resumption of normal operations of the Port Arthur Site and the Facilities located at the Port Arthur Site, (v) any other Liens disclosed on Schedule 1.1-F, and (vi) the terms and conditions of Article 8 of the Texaco Agreement, the Easements, the Real Property Leases and the Seller Retained Easements.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, trust, unincorporated organization or Governmental Entity.

“Peru Environmental Contamination” means on-site Releases of Hazardous Materials at the Peru Site, known or unknown and including any matters with respect to these sites that are disclosed on Schedules 4.17(d) or (e) that occurred prior to the Polymers Closing or are continuing as of the Polymers Closing, regardless of whether the Release is discovered before or after the Polymers Closing.

“Peru Site” means the real property described as the Peru Site on Schedule 4.4.

“Peru Site Lease” means the lease of the Peru Site between the Purchaser and one or more of the Sellers or their Affiliates in substantially the form attached hereto as Exhibit C.

“Polymers Assumed Contracts” means the Material Contracts and all other contracts of any Seller or its Affiliates that primarily relate to the Polymers Business, but excluding the Existing Polymers Easements and any contracts that are Excluded Assets.

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“Polymers Business Intellectual Property” means the Business Intellectual Property that, as between the Polymers Business and the Base Chemicals Business, is primarily related to the Polymers Business.

“Polymers Business Off-Site Disposal Activities” means the off-site transportation, storage, disposal, treatment or recycling of wastes or other discarded materials, including Hazardous Materials, generated by any Seller, their Affiliates or the Business, or at the Polymers Sites or the Existing Polymers Easements, in each case on or prior to the Polymers Closing Date, including those issues identified on Schedule 4.17(f), Part 1.

“Polymers Closing” means the consummation of the transactions contemplated in Section 2.1 in respect of the Polymers Assets.

“Polymers Closing Date” means the date on which the Polymers Closing occurs.

“Polymers Easement Facilities” means the Facilities described in Schedule 4.4(c)-1, Parts 2-5.

“Polymers Facilities” means the Facilities located on the Polymers Sites and the Existing Polymers Easements.

“Polymers Inventory” means all items of the Sellers’ finished products and feedstocks purchased, acquired, or held in the Polymers Business and work-in-process of the Polymers Business, wherever located, in transit, stored off-site or at the Polymers Sites or in the Polymers Facilities, including certain catalysts and additives that have historically been included in the Sellers’ valuation of Inventory in the Financial Statements, but excluding any inventory held on consignment from third parties.

“Polymers Sites” means the Longview Site, the Marysville Site, the Odessa Site and the Peru Site, but specifically excluding the Excluded Assets and the Polymers Facilities.

“Port Arthur Site” means the real property described as the Port Arthur Site on Schedule 4.4.  For the avoidance of doubt, the Port Arthur Site shall not include the approximately .9 acre tract of land at the additive plant described on Schedule 2.3(l).

“Purchaser Ancillary Documents” means any agreement or other instrument, other than this Agreement, but including the Commercial Agreements, to be executed and delivered by the Purchaser in connection with the transactions contemplated hereby.

“Purchaser Indemnified Parties” means the Purchaser and its Affiliates, their respective shareholders, partners, officers, directors, employees, agents and representatives and the heirs, executors, successors and assigns of any of the foregoing.

“Rebate Amount” means fifteen million dollars ($15,000,000) multiplied by (x) the number of days from and including January 1, 2007 to the Polymers Closing Date, divided by (y) 365.

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“Rebuild Agreements” means the agreements set forth on the LOU Rebuild Contracts portion of Schedule 4.11.

“Receivables” means all of the Sellers’ aggregate accounts receivable (as defined by GAAP) arising from the Sellers’ operation of the Business prior to the Polymers Closing Date or the Base Chemicals Business prior to the Base Chemicals Closing Date, as the case may be.

“Release” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air, including the movement of any material through or in the air, soil, surface water, groundwater or property.

“Remediation” means the monitoring, investigation, assessment, treatment, cleanup, excavation, containment, removal, disposal, restoration or remediation of surface or subsurface soils, sediments, groundwater or surface water in order to address Releases or threatened Releases of Hazardous Materials into such surface or subsurface soils, sediments, groundwater or surface water, in each case as required by applicable Environmental Laws or as consistent with good industry practice, and the dismantlement, removal and reassembly of any pipes, tanks and other equipment, to the extent necessary to conduct any of the foregoing activities.

“Seller Ancillary Documents” means any agreement or other instrument, other than this Agreement, but including the Commercial Agreements, to be executed and delivered by a Seller or an Affiliate of a Seller in connection with the transactions contemplated hereby.

“Seller Benefit Plan” means each Employee Benefit Plan that is sponsored or maintained or required to be sponsored or maintained at any time by any of the Sellers or an ERISA Affiliate or to which any of the Sellers or an ERISA Affiliate makes or has an obligation to make, contributions and which is provided to, for the benefit of or relates to any Business Employee or Independent Contractor.

“Seller Environmental Liabilities” means the Seller Polymers Environmental Liabilities and the Seller Base Chemicals Environmental Liabilities.

“Seller Indemnified Parties” means the Sellers and their Affiliates, their respective shareholders, partners, officers, directors, employees, agents and representatives, and the heirs, executors, successors and assigns of any of the foregoing.

“Seller Proprietary Software” means software owned by any of the Sellers that is not primarily related to the Business and is licensed to the Purchaser pursuant to either Cross License Agreement.

“Sellers’ Knowledge,” “Knowledge of the Sellers” or any similar derivation means (i) all facts actually known by any Person listed on Schedule 1.1-G-1 and (ii) all facts actually known by any Person listed on Schedule 1.1-G-2 after due inquiry.

“Sites” means the Longview Site, the Marysville Site, the Odessa Site, the Port Arthur Site and the Peru Site, but specifically excluding the Excluded Assets and the Facilities.

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“Strategic Transaction Confidentiality Agreements” means those confidentiality agreements entered into in connection with, or in anticipation of, mergers, acquisitions or similar strategic transactions that relate primarily to the Business.

“Tangible Assets” means the assets listed in Sections 2.1(iii), (iv), (v), (vii) and (viii) and 2.2(iii), (iv), (v), (vii), and (viii), as well as any additional tangible physical assets owned or leased by any Seller and primarily used in the Business.

“Tax Return” means any report, return, declaration or other information supplied or required to be supplied to a Governmental Entity in connection with Taxes, including estimated returns and reports of every kind with respect to Taxes.

“Taxes” means all taxes, assessments, charges, duties, fees and levies, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind imposed by any Governmental Entity, whether disputed or not, and any charges, interest, additions to tax or penalties imposed by any Governmental Entity.

“Temporary Use and Occupancy License” means the Temporary Use and Occupancy License, the form of which is attached as Exhibit T.

“Termination Date” means the date prior to the applicable Closing when this Agreement (or, if applicable, the provisions of this Agreement as they relate to the Base Chemicals Business) is terminated in accordance with Article XI.

“Texaco Agreement” means the Purchase and Sale Agreement (Chemical Business) among the Texaco Parties and Huntsman Corporation, dated as of March 23, 1994, as subsequently amended on April 21, 1994.

“Texaco Parties” means Texaco, Inc., Texaco Limited, Texaco Overseas Holding Inc. and Texaco Chemical Company.

“Transferred Base Chemicals Computer Data” means the data in electronic form primarily used in connection with the Base Chemicals Business, including that identified under “Base” on Schedule 6.16(a) but excluding the Excluded Computer Data.

“Transferred Computer Data” means the Transferred Polymers Computer Data and the Transferred Base Chemicals Computer Data.

“Transferred Polymers Computer Data” means the data in electronic form primarily used in connection with the Polymers Business, including that identified under “Polymers” on Schedule 6.16(a) but excluding the Excluded Computer Data.

“Transition Services Agreements” means the transition services agreements between the Purchaser and one or more of the Sellers in substantially the forms attached hereto as Exhibit D and Exhibit E.

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“Union Employees” means the Transferred Employees that are part of a recognized bargaining unit specified in one of the Labor Agreements.

“Unknown Off-Site Base Chemicals Migrated Environmental Contamination” means any Release of a Hazardous Material related to or arising out of (i) Known On-Site Base Chemicals Environmental Contamination that (x) migrated off of the Port Arthur Site or the Base Chemicals Easements on or prior to the Base Chemicals Closing Date and (y) is not described on Schedule 1.1-D, or (ii) Unknown On-Site Base Chemicals Environmental Contamination that at any time before or after the Base Chemicals Closing migrates off of the Port Arthur Site or the Base Chemicals Easements.

“Unknown Off-Site Migrated Environmental Contamination” means Unknown Off-Site Base Chemicals Migrated Environmental Contamination and Unknown Off-Site Polymers Migrated Environmental Contamination.

“Unknown Off-Site Polymers Migrated Environmental Contamination” means any Release of a Hazardous Material related to or arising out of (i) Known On-Site Polymers Environmental Contamination that (x) migrated off of the Longview Owned Site, the Marysville Site, the Odessa Site or the Existing Polymers Easements on or prior to the Polymers Closing Date and (y) is not described on Schedule 1.1-D, or (ii) Unknown On-Site Polymers Environmental Contamination that at any time before or after the Polymers Closing migrates off of the Longview Owned Site, the Marysville Site, the Odessa Site or the Existing Polymers Easements.

“Unknown On-Site Base Chemicals Environmental Contamination” means any on-site Release of Hazardous Materials that is not scheduled on Schedules 4.17(d) or (e) and relates to the Port Arthur Site or the Base Chemicals Easements that occurred prior to the Base Chemicals Closing or is continuing as of the Base Chemicals Closing, regardless of whether the Release is discovered before or after the Base Chemicals Closing.

“Unknown On-Site Environmental Contamination” means Unknown On-Site Base Chemicals Environmental Contamination and Unknown On-Site Polymers Environmental Contamination.

“Unknown On-Site Polymers Environmental Contamination” means any on-site Release of Hazardous Materials that is not scheduled on Schedules 4.17(d) or (e) and relates to the Longview Owned Site, the Marysville Site, the Odessa Site or the Existing Polymers Easements that occurred prior to the Polymers Closing or is continuing as of the Polymers Closing, regardless of whether the Release is discovered before or after the Polymers Closing.

“WARN” means the Worker Adjustment and Retraining Notification Act, 29 U.S.C. ¤ 2101 et seq., as amended, and the rules and regulations promulgated thereunder.

Section 1.2             Other Definitions.  Each of the following terms is defined in the Section set forth opposite such term:

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Term		Section
2006 Audited Financials		6.3(a)
Accounting Arbitrator		3.4(b)
Additional Conveyed Easements		6.10(b)
Agreed Judgment		6.20
Agreement		Preamble
Allocation Statement		7.1
Assumed Liabilities		2.4
Base Chemicals Assets		2.2
Base Chemicals Assignment and Assumption Agreement		9.2(b)(x)(B)
Base Chemicals Assumed Liabilities		2.4(b)
Base Chemicals Business		Recitals
Base Chemicals Charges		2.6(b)
Base Chemicals Closing Date Payment		3.3(a)(ii)
Base Chemicals Environmental Rep Breaches		8.1(b)(iii)
Base Chemicals Inventory Volume Report		3.4(a)(ii)
Base Chemicals Purchase Price		3.1(c)
Business		Recitals
Business Deposits		2.1(xvi)
Cap		12.4(c)
Capacity Rights Purchase Agreement		6.5(b)
Claim Notice		12.3(a)
Conveyance Documents		9.2(a)(x)(A)
Deductible		12.4(a)
Dispute Notice		3.4(a)
Easement SPV		6.5(b)
Environmental Cap		8.6(c)
Environmental Deductible		8.6(a)
Estimated Base Chemicals Inventory Value		3.2(a)(ii)
Estimated Polymers Inventory Value		3.2(a)(i)
Excluded Assets		2.3
Existing Mansonville Business		12.8
Existing Title Information		6.10(a)
Expiration Date		11.1(f)
HEPC		Preamble
HI		Preamble
HIC		Preamble
HPC		Preamble
HPHC		Preamble
Huntsman Canada		Preamble
Huntsman Name		6.13(a)
Huntsman Petrochemical		Preamble
Indemnifying Party		12.3(a)
Indemnity Obligations		12.5(a)
Intercompany Arrangements		4.23

 

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Term		Section
Inventory Value		3.1(a)
Losses		12.2(a)
Mansonville Business Transition		12.8
Mansonville Transition Risks		12.8
New Licenses		6.4(d)
Original APA Date		Recitals
Original Asset Purchase Agreement		Recitals
Parties		Preamble
Party		Preamble
Phaseout Period		6.13(b)
Polymers Assets		2.1
Polymers Assignment and Assumption Agreement		9.1(a)(x)(B)
Polymers Assumed Liabilities		2.4(a)
Polymers Business		Recitals
Polymers Charges		2.6(b)
Polymers Closing Date Payment		3.3(a)(i)
Polymers Environmental Rep Breaches		8.1(a)(v)
Polymers Inventory Volume Report		3.4(a)(i)
Polymers Purchase Price		3.1(b)
Purchase Price		3.1(a)
Purchaser		Preamble
Purchaser Environmental Indemnity Claim		8.1(c)
Purchaser Title Policies		6.10(a)
Qualified Transferee		13.3(b)
Real Property Leases		4.4(a)
Reimbursement Obligations		12.5(a)
Related Persons		4.23
Required Consents		6.4(d)
Restricted Asset		6.5(a)(i)
Restricted Business		6.17(a)
Retained Books and Records		2.3(i)
Retained Liabilities		2.5
Seller		Preamble
Seller Base Chemicals Environmental Liabilities		8.1(b)
Seller Environmental Indemnity Claim		8.2(c)
Seller Polymers Environmental Liabilities		8.1(a)
Seller Retained Easements		6.10(b)
Sellers		Preamble
Seller’s Base Chemicals Inventory Value Statement		3.4(a)(ii)
Sellers’ Polymers Inventory Value Statement		3.4(a)(i)
Special Restricted Asset		6.5(a)(v)
Surveys		6.10(a)
Third Party Claim		12.3(a)
Transfer Licenses		6.4(d)
Transferable Licenses		6.4(d)

 

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Term		Section
Transferee		Preamble
Transferred Base Chemicals Employees		6.7(a)
Transferred Base Chemicals Information Technology Hardware		2.2(vii)
Transferred Employees		6.7(a)
Transferred Polymers Employees		6.7(a)
Transferred Polymers Information Technology Hardware		2.1(vii)
Transferred Software License Agreement		4.11(l)

 

Section 1.3             Rules of Construction.  Unless the context of this Agreement otherwise clearly requires, (a) references to any gender include the other genders, (b) the words “include,” “includes” and “including” do not limit the preceding terms or words and shall be deemed to be followed by the words “without limitation,” (c) the term “or” has the inclusive meaning represented by the phrase “and/or,” (d) the terms “hereof,” “herein,” “hereunder,” “hereto” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, (e) the terms “day” and “days” mean and refer to calendar day(s), and (f) the terms “year” and “years” mean and refer to calendar year(s).  Unless otherwise set forth herein, references in this Agreement to (i) any document, instrument or agreement (including this Agreement) (A) includes and incorporates all exhibits, schedules and other attachments thereto, (B) includes all documents, instruments or agreements issued or executed in replacement thereof and (C) means such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified or supplemented from time to time in accordance with its terms and in effect at any given time, (ii) a particular Law means such Law as amended, modified, supplemented or succeeded, from time to time and in effect at any given time and (iii) ”commercially reasonable” efforts or actions shall be deemed to be a reference to “commercially reasonable” efforts or actions in compliance with applicable Law.  All Article, Section, Exhibit and Schedule references herein are to Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specified.  This Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if all Parties had prepared it.

Section 1.4             Accounting Terms.  All accounting terms not specifically defined herein shall be construed in accordance with GAAP.

ARTICLE II

PURCHASE AND SALE

Section 2.1             Agreement to Purchase and Sell the Polymers Assets.  Subject to the terms and conditions hereof, at the Polymers Closing and except as otherwise specifically provided in this Article II, (a) the Sellers (other than Huntsman Petrochemical) shall, and shall cause their Affiliates to, grant, sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase and acquire from such Sellers or their Affiliates, as the case may be, all right, title and interest of such Sellers or their Affiliates in and to the Polymers Assets, free and clear of all Liens, other than Permitted Liens and (b) the Purchaser will pay to such Sellers that portion of the Purchase Price attributable to the Polymers Business as set forth in Section 3.1(b).

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Except as otherwise expressly set forth in Section 2.3, the “Polymers Assets” shall mean (without duplication) the following assets, properties and rights of the Sellers (other than Huntsman Petrochemical) (and, in the case of the Polymers Assumed Contracts, any Affiliates of such Sellers) as of the Effective Time at the Polymers Closing, subject to Section 6.1:

(i)            the Conveyed Polymers Sites;

(ii)           the Existing Polymers Easements and the Polymers Easement Facilities;

(iii)          all vehicles, rolling stock, trailers, fixtures and other tangible personal property listed on Schedule 2.2(c), Parts II-IV;

(iv)          all Polymers Inventory;

(v)           all Other Polymers Assets;

(vi)          the Transferred Polymers Computer Data;

(vii)         the computer hardware and related equipment primarily used in connection with the Polymers Business, except for the Excluded Information Technology Hardware (the “Transferred Polymers Information Technology Hardware”);

(viii)        the Polymers Facilities;

(ix)           all rights of such Sellers and any Affiliates of such Sellers under the Polymers Assumed Contracts, but subject to Section 6.5;

(x)            all media, whether paper or electronic (including electronic mail), containing information, files, correspondence (including correspondence with Governmental Entities), records (including records maintained pursuant to Environmental Laws), data, plans, reports, Polymers Assumed Contracts and recorded knowledge, including customer, supplier, price and mailing lists, all accounting and other books and records of the Sellers (other than Huntsman Petrochemical), in each case to the extent relating to the Polymers Business, and all medical and personnel files for all Transferred Polymers Employees (subject to any requirements of applicable Law);

(xi)           the Polymers Business Intellectual Property owned by any of such Sellers (excluding the Huntsman Name and all other trademarks, tradenames, service marks, service names, domain names, trade dress and logos including or incorporating the names of any of the Sellers or their Affiliates or any trademark, tradename, service mark, service name, domain name, trade dress or logo confusingly similar thereto) and the goodwill associated with any trademarks being assigned hereunder;

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(xii)          all Licenses or portions thereof, to the extent that they are assignable, relating primarily to the Polymers Facilities, including those set forth on Schedule 4.19 (unless otherwise indicated thereon);

(xiii)         the telephone numbers used at the Polymers Facilities;

(xiv)        all rights to causes of action, lawsuits, judgments, claims and demands of any nature related to the Polymers Business against any Person or Persons except to the extent constituting an Excluded Asset pursuant to Section 2.3(j);

(xv)         the goodwill of the Polymers Business as a going concern;

(xvi)        all deposits, advances, pre-paid expenses and credits listed on Schedule 2.2(m) (collectively, the “Business Deposits”); and

(xvii)       all other tangible assets of any kind or description, wherever located, that are primarily used in the Polymers Business, but excluding those assets used at the Mansonville Site that are not being purchased and acquired by the Purchaser.

Section 2.2             Agreement to Purchase and Sell the Base Chemicals Assets.  Subject to the terms and conditions hereof, at the Base Chemicals Closing and except as otherwise specifically provided in this Article II, (a) Huntsman Petrochemical shall, and shall cause its Affiliates to, grant, sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase and acquire from such Seller or its Affiliates, as the case may be, all right, title and interest of such Seller or its Affiliates in and to the Base Chemicals Assets, free and clear of all Liens, other than Permitted Liens and (b) the Purchaser will pay to such Seller that portion of the Purchase Price attributable to the Base Chemicals Business as set forth in Section 3.1(c).  Except as otherwise expressly set forth in Section 2.3, the “Base Chemicals Assets” shall mean (without duplication) the following assets, properties and rights of such Seller (and, in the case of the Base Chemicals Assumed Contracts, any Affiliates of such Seller) as of the Effective Time at the Base Chemicals Closing, subject to Section 6.1:

(i)            the Port Arthur Site;

(ii)           the Base Chemicals Easements and the Base Chemicals Easement Facilities;

(iii)          all vehicles, rolling stock, trailers, fixtures and other tangible personal property listed on Schedule 2.2(c), Part I;

(iv)          all Base Chemicals Inventory;

(v)           all Other Base Chemicals Assets;

(vi)          the Transferred Base Chemicals Computer Data;

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(vii)         the computer hardware and related equipment primarily used in connection with the Base Chemicals Business, except for the Excluded Information Technology Hardware (the “Transferred Base Chemicals Information Technology Hardware”);

(viii)        the Base Chemicals Facilities;

(ix)           all rights of Huntsman Petrochemical and any Affiliates of Huntsman Petrochemical under the Base Chemicals Assumed Contracts, but subject to Section 6.5;

(x)            all media, whether paper or electronic (including electronic mail), containing information, files, correspondence (including correspondence with Governmental Entities), records (including records maintained pursuant to Environmental Laws), data, plans, reports, Base Chemicals Assumed Contracts and recorded knowledge, including customer, supplier, price and mailing lists, all accounting and other books and records of Huntsman Petrochemical, in each case to the extent relating to the Base Chemicals Business, and all medical and personnel files for all Transferred Base Chemicals Employees (subject to any requirements of applicable Law);

(xi)           the Base Chemicals Business Intellectual Property owned by Huntsman Petrochemical (excluding the Huntsman Name and all other trademarks, tradenames, service marks, service names, domain names, trade dress and logos including or incorporating the names of any of the Sellers or their Affiliates or any trademark, tradename, service mark, service name, domain name, trade dress or logo confusingly similar thereto) and the goodwill associated with any trademarks being assigned hereunder;

(xii)          all Licenses or portions thereof, to the extent that they are assignable, relating primarily to the Base Chemicals Facilities, including those set forth on Schedule 4.19 (unless otherwise indicated thereon);

(xiii)         the telephone numbers used at the Base Chemicals Facilities;

(xiv)        the Assigned Indemnity;

(xv)         all rights to causes of action, lawsuits, judgments, claims and demands of any nature related to the Base Chemicals Business against any Person or Persons except to the extent constituting an Excluded Asset pursuant to Section 2.3(j);

(xvi)        the goodwill of the Base Chemicals Business as a going concern; and

(xvii)       all other tangible assets of any kind or description, wherever located, that are primarily used in the Base Chemicals Business.

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Section 2.3             Excluded Assets.  Notwithstanding anything to the contrary set forth herein, the Assets shall not include the following assets, properties and rights of the Sellers or their Affiliates (collectively, the “Excluded Assets”):

(a)           all ownership and other rights with respect to the Seller Benefit Plans;

(b)           any License that by its terms is not transferable to the Purchaser, including those indicated on Schedule 4.19 as not being transferable, or that does not relate primarily to the Business;

(c)           all Receivables and all Intercompany Debt;

(d)           the charter documents of the Sellers and the minute books, stock ledgers, Tax Returns and taxpayer identification numbers, books of account and other constituent records relating to the corporate or other organization of the Sellers;

(e)           the rights that accrue to the Sellers under this Agreement;

(f)            any deposits, advances, pre-paid expenses and credits (other than the Business Deposits), any prepaid insurance, prepaid Taxes, cash, cash equivalents or marketable securities and all rights to any bank accounts of the Sellers;

(g)           the Huntsman Name and all rights and licenses therein and all other trademarks, tradenames, service marks, service names, trade dress and logos referencing the names of the Sellers or their Affiliates or confusingly similar thereto, except as provided in Section 6.13;

(h)           all assets, properties, goodwill and rights of the Sellers not primarily used in or associated with the Business, taken as a whole (disregarding the allocation of use between the Polymers Business and the Base Chemicals Business);

(i)            all media, whether paper or electronic (including electronic mail), containing information, files, correspondence (including correspondence with Governmental Entities), records (including records maintained pursuant to Environmental Laws), data, plans, reports, and recorded knowledge, including customer, supplier, price and mailing lists, all accounting and other books and records of the Sellers to the extent primarily relating to the Excluded Assets or the Retained Liabilities, and any documents or information the disclosure of which would cause or result in the waiver of any attorney client or work product privileges of the Sellers and their Affiliates, in each case except for any such documents or information that the Purchaser must possess in original form at a Site in order to comply with applicable Law (which shall be part of the Assets and transferred to the Purchaser) (collectively, the “Retained Books and Records”);

(j)            all of the Sellers’ rights to causes of action, lawsuits, judgments, claims and demands of any nature, against any Person or Persons, for Losses suffered by the Sellers during the Sellers’ ownership or operation of (i) the Polymers Assets prior to the Polymers Closing and (ii) the Base Chemicals Assets prior the Base Chemicals Closing; provided, however, that such causes of action, lawsuits, judgments, claims and demands

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shall not be considered Excluded Assets to the extent the same are necessary for the Purchaser to defend its title to, or enforce or preserve its ownership or use rights with respect to, the Polymers Assets or the Base Chemicals Assets, as the case may be;

(k)           all rights to claims for insurance in respect of damage or claims arising or existing with respect to (i) the Polymers Assets prior to the Polymers Closing and (ii) the Base Chemicals Assets prior to the Base Chemicals Closing, except as provided for in Section 6.9 and except for any claims in respect of any Inventory included in the determination of the Inventory Value pursuant to Section 3.4;

(l)            any asset or contract specifically identified on Schedule 2.3(l);

(m)          all assets and rights (including easement, leasehold, access and other rights and interests) retained by the Sellers in any Seller Ancillary Documents;

(n)           all of the properties and assets that shall have been transferred or disposed of by the Sellers prior to either the Polymers Closing or the Base Chemicals Closing, as the case may be, and not in violation of this Agreement;

(o)           the Excluded Software License Agreements, the Excluded Information Technology Hardware, the Seller Proprietary Software and all Intellectual Property used but not primarily used in the Business;

(p)           the Seller Retained Easements;

(q)           the Peru Site;

(r)            the Excluded Computer Data;

(s)           all of the Sellers’ rights in and to any APAO Non-PPE Assets;

(t)            all of the Sellers’ rights and any of their Affiliates’ rights under the Texaco Agreement other than the Assigned Indemnity; and

(u)           the Strategic Transaction Confidentiality Agreements.

Section 2.4             Assumption of Assumed Liabilities.  Except as expressly provided below in this Section 2.4, the Purchaser shall not assume, in connection with the transactions contemplated hereby, any other liability or obligation of any Seller of whatever nature, whether known, unknown, absolute, contingent or otherwise, and whether accrued or unaccrued.  Upon the terms and subject to the conditions of this Agreement, the Purchaser agrees that:

(a)           upon the effectiveness of the Polymers Closing it shall assume only the following obligations and liabilities of the Sellers (other than Huntsman Petrochemical) relating to the Polymers Business, the Polymers Facilities or the other Polymers Assets (collectively, the “Polymers Assumed Liabilities”):

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(i)            (A) the liabilities and obligations of such Sellers under the Polymers Assumed Contracts and the Licenses included in the Polymers Assets, but in each case only to the extent such liabilities and obligations arise and are required to be performed on or after the Polymers Closing Date and do not relate to any obligation or liability incurred prior to the Polymers Closing Date, and (B) any liabilities or obligations under the Polymers Assumed Contracts to provide any rebates, performance payments, volume incentives or other similar payments;

(ii)           the Purchaser’s portion of pro-rated Taxes under Section 2.6(a);

(iii)          the Remediation of Known On-Site Polymers Environmental Contamination and any Known Off-Site Polymers Migrated Environmental Contamination as required by Environmental Laws; and

(iv)          the Indemnifiable Polymers Assumed Liabilities.

(b)           upon the effectiveness of the Base Chemicals Closing it shall assume only the following obligations and liabilities of Huntsman Petrochemical relating to the Base Chemicals Business, the Base Chemicals Facilities or the other Base Chemicals Assets (collectively, the “Base Chemicals Assumed Liabilities”):

(i)            (A)          the liabilities and obligations of such Seller under the Base Chemicals Assumed Contracts and the Licenses included in the Base Chemicals Assets, but in each case only to the extent such liabilities and obligations arise and are required to be performed on or after the Base Chemicals Closing Date and do not relate to any obligation or liability incurred prior to the Base Chemicals Closing Date, and (B) any liabilities or obligations under the Base Chemicals Assumed Contracts to provide any rebates, performance payments, volume incentives or other similar payments;

(ii)           the Purchaser’s portion of pro-rated Taxes under Section 2.6(a);

(iii)          the Remediation of Known On-Site Base Chemicals Environmental Contamination and any Known Off-Site Base Chemicals Migrated Environmental Contamination as required by Environmental Laws; and

(iv)          the Indemnifiable Base Chemicals Assumed Liabilities.

The Polymers Assumed Liabilities and the Base Chemicals Assumed Liabilities are collectively the “Assumed Liabilities.”

Section 2.5             Retained Liabilities.  Notwithstanding any provision of this Agreement or any other writing to the contrary, the Purchaser is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature, whether known, unknown, absolute, contingent or otherwise, and whether accrued or unaccrued.  All such other liabilities and obligations shall be retained by and remain liabilities and obligations of the Sellers (all such liabilities and obligations not being assumed being referred to as the

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“Retained Liabilities”). Without limiting the generality of the foregoing, Retained Liabilities include:

(a)           any liability or obligation under the Assumed Contracts (other than Payables, which are addressed in Section 2.5(i)) and the Licenses included in the Assets, in each case to the extent any such liability or obligation arose or was required to be performed prior to the Polymers Closing Date (with regard to the Polymers Assumed Contracts and Polymers Assets) or the Base Chemicals Closing Date (with regard to the Base Chemicals Assumed Contracts and the Base Chemicals Assets), as the case may be, other than any liabilities or obligations under the Assumed Contracts to provide any rebates, performance payments, volume incentives or other similar payments that are Assumed Liabilities pursuant to Sections 2.4(a)(i) and 2.4(b)(i);

(b)           liabilities owed by any Seller to the other Sellers or any Affiliate of the Sellers in respect of the Business, the Facilities or any other Assets;

(c)           liabilities for (i) Taxes of any Seller, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets for taxable periods (or portions thereof) prior to the Polymers Closing Date (with regard to the Polymers Business, the Polymers Facilities and the other Polymers Assets) or the Base Chemicals Closing Date (with regard to the Base Chemicals Business, the Base Chemicals Facilities and the other Base Chemicals Assets), as the case may be, except for any Taxes apportioned to the Purchaser under Section 2.6(a), and (iii) payments of any Seller or its Affiliate under any Tax allocation, sharing or similar agreement (whether oral or written) to which any Seller is a party;

(d)           liabilities associated with, related to or arising from any Excluded Asset or any Excluded Business, excluding, in the case of an Excluded Asset or Excluded Business that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after either the Polymers Closing Date or the Base Chemicals Closing Date, as the case may be, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by any relevant Commercial Agreement;

(e)           (i)  liabilities relating to the matters set forth on Schedule 4.8 or 4.9, in each case to the extent attributable to periods before either the Polymers Closing Date or the Base Chemicals Closing Date, as the case may be; and (ii) any liabilities and obligations arising out of or related to any suit, action, claim filed, arbitration or proceeding existing as of (A) the Polymers Closing Date to the extent related to the Polymers Business or (B) the Base Chemicals Closing Date to the extent related to the Base Chemicals Business;

(f)            any liabilities and obligations associated with any Longview Environmental Contamination;

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(g)           any liabilities and obligations associated with any Peru Environmental Contamination;

(h)           all liabilities arising out of, under or in connection with any Indebtedness of the Sellers (including all Intercompany Debt);

(i)            all Payables;

(j)            all obligations and liabilities under any Seller Benefit Plan;

(k)           all liabilities arising out of, under or in connection with any violation of antitrust Law related to (i) the Polymers Assets or the Polymers Business that (A) occurred prior to the Polymers Closing Date or (B) occurred prior to the Polymers Closing Date and continued to occur after the Polymers Closing Date or (ii) the Base Chemicals Assets or the Base Chemicals Business that (A) occurred prior to the Base Chemicals Closing Date or (B) occurred prior to the Base Chemicals Closing Date and continued to occur after the Base Chemicals Closing Date, in either case excluding liabilities arising out of, under or in connection with any violation of antitrust Law related to (X) the Polymers Assets or the Polymers Business that occurred more than ninety (90) days after the Polymers Closing Date or (Y) the Base Chemicals Assets or the Base Chemicals Business that occurred more than ninety (90) days after the Base Chemicals Closing Date;

(l)            all obligations and liabilities owed to any of the Business Employees (or their spouses or beneficiaries), or any former employees (or their spouses or beneficiaries) of the Sellers, to the extent incurred prior to (i) the Polymers Closing Date with regard to such obligations and liabilities related to the Polymers Business or (ii) the Base Chemicals Closing Date with regard to such obligations and liabilities related to the Base Chemicals Business, except as otherwise provided for in Section 2.6(c);

(m)          any liabilities and obligations associated with any Off-Site Disposal Activities;

(n)           any liabilities or obligations arising out of, under or in connection with any third-party bodily injury, death, property damage, or nuisance claim relating to the Release of or exposure to any product, substance, pollutant, contaminant, or waste prior to (i) the Polymers Closing with regard to such obligations and liabilities related to the Polymers Business or (ii) the Base Chemicals Closing with regard to such obligations and liabilities related to the Base Chemicals Business;

(o)           all of the Sellers’ and any of their Affiliates’ obligations under the Texaco Agreement other than those associated with the Assigned Indemnity;

(p)           any amounts payable to the counterparties pursuant to the Rebuild Agreements (as such agreements exist on the Base Chemicals Closing Date);

(q)           any liability or obligation associated with any Strategic Transaction Confidentiality Agreement; and

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(r)            all other liabilities of the Sellers that are not Assumed Liabilities.

Section 2.6             Allocation of Certain Items.  With respect to certain expenses incurred with respect to the Assets, the following allocations shall be made between the Sellers and the Purchaser:

(a)           Ad valorem Taxes.  For purposes of determining (i) the Polymers Assumed Liabilities and the Retained Liabilities with regard to the Polymers Closing or (ii) the Base Chemicals Assumed Liabilities and the Retained Liabilities with regard to the Base Chemicals Closing, real and ad valorem property taxes for the year in which each Closing occurs shall be apportioned based upon the number of days in the taxable period prior to either the Polymers Closing Date or the Base Chemicals Closing Date, as the case may be, and in the taxable period from and after such Closing Date.

(b)           Utilities.  Except as otherwise provided for in a Commercial Agreement, utilities, water and sewer charges shall be apportioned based upon the number of days occurring prior to either the Polymers Closing Date, with regard to charges primarily related to the Polymers Business (the “Polymers Charges”), or the Base Chemicals Closing Date, with regard to charges primarily related to the Base Chemicals Business (the “Base Chemicals Charges”) and from and after such applicable Closing Date, during the billing period for each such charge, with the Sellers to be responsible for the portion of (i) the Polymers Charges relating to the period prior to the Polymers Closing Date and (ii) the Base Chemicals Charges relating to the period prior to the Base Chemicals Closing Date, and the Purchaser to be responsible for the portion of the Polymers Charges and the Base Chemicals Charges relating to the period from and after the Polymers Closing Date or the Base Chemicals Closing Date, as the case may be.

(c)           Workers’ Compensation.  The Purchaser shall be responsible for (and shall pay insofar as any payments are owed) any and all workers’ compensation claims asserted by, or with respect to, any Transferred Employee in respect of any injury or occupational illness or disease to the extent incurred on or after the Polymers Closing Date with regard to Transferred Polymers Employees or the Base Chemicals Closing Date with regard to Transferred Base Chemicals Employees.

Appropriate cash payments by the Purchaser or the Sellers, as the case may require, shall be made hereunder at the Polymers Closing or the Base Chemicals Closing, as the case may be, if the amounts necessary to give effect to the allocations provided for in this Section 2.6 or other shared expenses or costs pursuant to Section 6.10 are known at least five (5) Business Days prior to the Polymers Closing Date or the Base Chemicals Closing Date, as the case may be, or from time to time thereafter as soon as practicable after the facts giving rise to the obligation for such payments are known in the amounts necessary to give effect to the allocations provided for in this Section 2.6 (but in no event later than ten days after written request).

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ARTICLE III

PURCHASE PRICE; ADJUSTMENTS

Section 3.1             Purchase Price.

(a)           The purchase price for the Assets (the “Purchase Price”) shall be (i) Four Hundred Fifty Six Million Dollars ($456,000,000), plus (ii) the value of the Polymers Inventory as of the Polymers Closing Date and the Base Chemicals Inventory as of the Base Chemicals Closing Date (each such value to be determined in accordance with GAAP and consistent with the Sellers’ historical practices (at the lower of cost or market, except in the case of certain process chemicals, packaging and similar items that historically have been valued by the Sellers at cost, to the extent such items are not obsolete or reasonably expected not to be used in the Business)) (collectively, the “Inventory Value”), minus (iii) the Rebate Amount.

(b)           The portion of the Purchase Price attributable to the Polymers Assets shall be (i) $150,000,000 plus (ii) the Inventory Value attributable to the Polymers Inventory as of the Polymers Closing Date, minus (iii) the Rebate Amount (the “Polymers Purchase Price”).  In addition to the foregoing payment, as consideration for the grant, sale, assignment, transfer and delivery of the Polymers Assets, the Purchaser shall assume and discharge the Polymers Assumed Liabilities.

(c)           The portion of the Purchase Price attributable to the Base Chemicals Assets shall be (i) $306,000,000 plus (ii) the Inventory Value attributable to the Base Chemicals Inventory as of the Base Chemicals Closing Date (the “Base Chemicals Purchase Price”).  In addition to the foregoing payment, as consideration for the grant, sale, assignment, transfer and delivery of the Base Chemicals Assets, the Purchaser shall assume and discharge the Base Chemicals Assumed Liabilities.

(d)           The Polymers Purchase Price and the Base Chemicals Purchase Price shall be paid as provided for in Section 3.3 and shall be subject to adjustment as provided for in Section 3.4.

Section 3.2             Estimated Inventory Value.

(a)           (i)            Five (5) Business Days prior to the Polymers Closing Date, the Sellers (other than Huntsman Petrochemical) shall deliver to the Purchaser a notice setting forth their good faith estimate of the total quantity of Polymers Inventory that such Sellers expect to sell, convey, transfer, assign and deliver to the Purchaser on the Polymers Closing Date, together with such Sellers’ good faith estimate of the Inventory Value attributable to the Polymers Inventory (the “Estimated Polymers Inventory Value”).

(ii)           Five (5) Business Days prior to the Base Chemicals Closing Date, Huntsman Petrochemical shall deliver to the Purchaser a notice setting forth its good faith estimate of the total quantity of Base Chemicals Inventory that such Seller expects to sell, convey, transfer, assign and deliver to the Purchaser on the

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Base Chemicals Closing Date, together with such Seller’s good faith estimate of the Inventory Value attributable to the Base Chemicals Inventory (the “Estimated Base Chemicals Inventory Value”).

(b)           The procedures for calculating the total quantity of each of the Polymers Inventory and the Base Chemicals Inventory and the procedures and pricing mechanism for calculating the Inventory Value attributable to (i) the Polymers Inventory as of the Polymers Closing Date and (ii) to the Base Chemicals Inventory as of the Base Chemicals Closing Date are set forth in Schedule 3.2(b).

Section 3.3             Closing Date Payment.

(a)           (i) at the Polymers Closing, the Purchaser shall pay or cause to be paid to the Sellers (other than Huntsman Petrochemical) or to such third parties as such Sellers may designate in accordance with Section 3.3(b) an amount equal to (A) One Hundred Fifty Million Dollars ($150,000,000), plus (B) the Estimated Polymers Inventory Value, minus (C) the Rebate Amount (the “Polymers Closing Date Payment”); and (ii) at the Base Chemicals Closing, the Purchaser shall pay or cause to be paid to the Huntsman Petrochemical or to such third parties as such Seller may designate in accordance with Section 3.3(b) an amount equal to (A) Three Hundred Six Million Dollars ($306,000,000), plus (B) the Estimated Base Chemicals Inventory Value (the “Base Chemicals Closing Date Payment”).

(b)           All payments required under this Article III or any other provision of this Agreement shall be made in cash by wire transfer of immediately available funds to such bank account(s) as shall be designated in writing by the recipient(s) at least three (3) Business Days prior to the applicable payment date.

Section 3.4             Final Determination of Inventory Value; Dispute Resolution.

(a)           Beginning at (i) the Effective Time for the Polymers Closing, the Sellers (other than Huntsman Petrochemical) shall measure the actual quantity of the Polymers Inventory in accordance with the applicable procedures set forth on Schedule 3.2(b) and prepare and deliver to the Purchaser, within thirty (30) days following the Polymers Closing Date, a schedule setting forth the Sellers’ determination of (A) the actual quantity of the Polymers Inventory as of the Polymers Closing Date (the “Polymers Inventory Volume Report”) and (B) that portion of the Inventory Value attributable to the volumes of Polymers Inventory set forth in the Polymers Inventory Volume Report and calculated on a basis consistent with Schedule 3.2(b) (the “Sellers’ Polymers Inventory Value Statement”); and (ii) the Effective Time for the Base Chemicals Closing, Huntsman Petrochemical shall measure the actual quantity of the Base Chemicals Inventory in accordance with the applicable procedures set forth on Schedule 3.2(b) and prepare and deliver to the Purchaser, within thirty (30) days following the Base Chemicals Closing Date, a schedule setting forth such Seller’s determination of (A) the actual quantity of the Base Chemicals Inventory as of the Base Chemicals Closing Date (the “Base Chemicals Inventory Volume Report”) and (B) that portion of the Inventory Value attributable to the volumes of Base Chemicals Inventory set forth in the Base Chemicals Inventory Volume

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Report and calculated on a basis consistent with Schedule 3.2(b) (the “Seller’s Base Chemicals Inventory Value Statement”).  The Sellers shall allow the Purchaser to observe all actions taken by the Sellers with respect to their measurements of the Inventory and their preparation of each of the Polymers Inventory Volume Report and the Base Chemicals Inventory Volume Report.  The Purchaser shall make available to the Sellers all of its books and records relating to the Polymers Business or the Base Chemicals Business, as the case may be, and otherwise cooperate with the Sellers to facilitate timely preparation of and resolution of any disputes relating to the Polymers Inventory Volume Report and the Sellers’ Polymers Inventory Value Statement (in the case of the Polymers Business) or the Base Chemicals Inventory Volume Report and the Seller’s Base Chemicals Inventory Value Statement (in the case of the Base Chemicals Business).  The Purchaser shall have thirty (30) days following receipt of the Polymers Inventory Volume Report and the Sellers’ Polymers Inventory Value Statement (in the case of the Polymers Business) and shall have thirty (30) days following receipt of the Base Chemicals Inventory Volume Report and the Seller’s Base Chemicals Inventory Value Statement (in the case of the Base Chemicals Business) during which to review the Sellers’ determinations of the Inventory Value for each of the Polymers Inventory or the Base Chemicals Inventory, together with work papers of the Sellers and any other books and records related thereto, including such historical records as will permit the Purchaser to confirm the Sellers’ historical practices (which the Sellers shall provide to the Purchaser promptly upon the Purchaser’s request), and to notify the Sellers in writing of any dispute of any item contained in either the Polymers Inventory Volume Report or the Sellers’ Polymers Inventory Value Statement (in the case of the Polymers Business) or the Base Chemicals Inventory Volume Report or the Seller’s Base Chemicals Inventory Value Statement (in the case of the Base Chemicals Business), as the case may be, which notice shall set forth in reasonable detail the basis for such dispute (a “Dispute Notice”).

(b)           The Purchaser and the Sellers shall cooperate in good faith to resolve any dispute set forth in any Dispute Notice as promptly as possible.  In the event the Purchaser and the Sellers are unable to resolve any disputed item within thirty (30) days following delivery by the Purchaser of a Dispute Notice, such unresolved disputed items shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, a nationally recognized accounting firm (excluding the principal auditor of any Party) or one of the valuation firms or accounting firms set forth on Schedule 3.4(b), in either case, as selected by the mutual agreement of the Purchaser and the Sellers (such firm so selected, the “Accounting Arbitrator”).  The Parties shall cooperate with the Accounting Arbitrator and shall provide the Accounting Arbitrator access to such books and records as may be reasonably necessary to permit a determination by the Accounting Arbitrator.  The Purchaser and the Sellers shall each submit to the Accounting Arbitrator its proposed resolution of the disputed item.  The Accounting Arbitrator shall make its determination in accordance with Schedule 3.2(b) and in accordance with GAAP and consistent with the Sellers’ historical practice.  The determination by the Accounting Arbitrator shall be final and binding on the Parties.  The Accounting Arbitrator shall use commercially reasonable efforts to complete its work within thirty (30) days following its engagement.  Each of the Purchaser, on the one hand, and the Sellers, on the other hand, will be responsible for 50% of the Accounting Arbitrator’s expenses.

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(c)           Upon the acceptance of either the Sellers’ Polymers Inventory Value Statement (in the case of the Polymers Inventory) or the Seller’s Base Chemicals Inventory Value Statement (in the case of the Base Chemicals Inventory) by the Purchaser, or upon resolution of any disputed amount in accordance with the provisions of Section 3.4(b) above, the Parties shall, based thereupon, calculate the final Polymers Purchase Price or the final Base Chemicals Purchase Price, as the case may be.  If the Polymers Purchase Price as finally determined is greater than the Polymers Closing Date Payment or the Base Chemicals Purchase Price as finally determined is greater than the Base Chemicals Closing Date Payment, then in each case, the Purchaser shall, within five (5) Business Days after such acceptance or resolution, pay to the Sellers the amount of such difference.  If either the Polymers Purchase Price or the Base Chemicals Purchase Price, as determined above is less than the Polymers Closing Date Payment or the Base Chemicals Closing Date Payment, then, in each case, the Sellers shall, within five (5) Business Days after such acceptance or resolution, pay to the Purchaser the amount of such difference.

(d)           Any payments made in connection with Section 3.4(c) shall bear interest at the lesser of (i) the highest rate permitted by applicable Law or (ii) the LIBOR Rate from the Polymers Closing Date or the Base Chemicals Closing Date, as applicable, through the date before the day of such payment.

(e)           The Sellers shall promptly make available to the Purchaser all of their books and records relating to the Inventory, including the work papers of the Sellers used in the preparation of Sellers’ Polymers Inventory Value Statement and the Seller’s Base Chemicals Inventory Value Statement and otherwise cooperate with the Purchaser to facilitate timely preparation of and resolution of any disputes relating to Sellers’ Polymers Inventory Value Statement and the Seller’s Base Chemicals Inventory Value Statement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

For the avoidance of doubt, the Parties agree that (a) the Sellers’ representations and warranties made herein are not being made as of the date hereof, and (b) the Sellers’ Schedules attached hereto are reflective of the matters described therein as of the Original APA Date.  The Sellers hereby, jointly and severally, represent and warrant to the Purchaser effective as of the Original APA Date as follows:

Section 4.1             Organization.

(a)           Each of HI and HEPC is a limited liability company, and each of Huntsman Petrochemical, HIC, HPHC, HPC and Huntsman Canada is a corporation in each case duly organized, validly existing and in good standing under the Laws of the jurisdiction set forth in the introductory paragraph hereof.  Each of the Sellers has all requisite corporate or similar power and authority to own, lease and operate its properties and to carry on its business as conducted as of the Original APA Date.

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(b)           Each Affiliate of the Sellers that is a party to a Seller Ancillary Document is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization.  Each Affiliate of the Sellers that is a party to a Seller Ancillary Document has all requisite corporate or similar power and authority to own, lease and operate its properties and to carry on its business as conducted as of the Original APA Date.

Section 4.2             Authorization.

(a)           Each of the Sellers has the requisite corporate or similar power and authority to execute and deliver the Original Asset Purchase Agreement and the Seller Ancillary Documents (to the extent it is a party thereto) and to perform its obligations under the Original Asset Purchase Agreement and thereunder and to consummate the transactions contemplated under the Original Asset Purchase Agreement and the Seller Ancillary Documents.  The execution and delivery of the Original Asset Purchase Agreement and the Seller Ancillary Documents by each of the Sellers (to the extent it is a party thereto) and the performance by each of the Sellers of its obligations under the Original Asset Purchase Agreement and the Seller Ancillary Documents and the consummation of the transactions provided for under the Original Asset Purchase Agreement and the Seller Ancillary Documents have been duly and validly authorized by all necessary corporate or other similar action on the part of each Seller.  The Original Asset Purchase Agreement has been, and the Seller Ancillary Documents, in each case to the extent a Seller is a party to a Seller Ancillary Document, will be as of the Polymers Closing Date or the Base Chemicals Closing Date, as the case may be, duly executed and delivered by each of the Sellers and do or will, as the case may be, constitute the valid and binding agreements of each of the Sellers, enforceable against each of the Sellers in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting the enforceability of creditors’ rights generally, to general equitable principles and to the discretion of courts in granting equitable remedies.

(b)           Each Affiliate of the Sellers that is a party to a Seller Ancillary Document has the requisite corporate or similar power and authority to execute and deliver the Seller Ancillary Documents (to the extent it is a party thereto) and to perform its obligations thereunder and to consummate the transactions contemplated thereby.  The execution and delivery of the Seller Ancillary Documents by each Affiliate of the Sellers that is a party to a Seller Ancillary Document (to the extent it is a party thereto) and the performance by each Affiliate of the Sellers that is a party to a Seller Ancillary Document of its obligations thereunder and the consummation of the transactions provided for therein have been duly and validly authorized by all necessary corporate or other similar action on the part of each Affiliate of the Sellers that is a party to a Seller Ancillary Document.  The Seller Ancillary Documents, to the extent an Affiliate of the Sellers is a party to a Seller Ancillary Document, will be as of the Polymers Closing Date or the Base Chemicals Closing Date, as the case may be, duly executed and delivered by each of the Affiliates of the Sellers and will constitute the valid and binding agreements of each of the Affiliates of the Sellers, enforceable against each of the Affiliates of the Sellers in accordance with their respective terms, subject to applicable bankruptcy, insolvency,

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reorganization, moratorium and other Laws affecting the enforceability of creditors’ rights generally, to general equitable principles and to the discretion of courts in granting equitable remedies.

Section 4.3             Conflicts; Governmental Consents and Filings.

(a)           Except as indicated on Schedule 4.11, the execution, delivery and performance by the Sellers of the Original Asset Purchase Agreement and the Seller Ancillary Documents and the consummation of the transactions contemplated under the Original Asset Purchase Agreement and the Seller Ancillary Documents do not, and in the case of the Seller Ancillary Documents will not, (i) violate, conflict with, result in the creation of a Lien under, or constitute a breach of or default under, with or without the passing of time or the giving of notice or both result in the loss of any benefit under, permit the acceleration of any obligation under or create in any Person the right to terminate, modify or cancel or (except as provided below) otherwise require the consent of any other Person under, (A) any term or provision of the organizational documents of any of the Sellers, or (B) any judgment, decree, order or arbitration award of any Governmental Entity to which any of the Sellers is a party or by which any of the Sellers or any of their respective properties are bound in connection with the Business, or (ii) violate, conflict with, result in the creation of a Lien under, or constitute a material breach of or default under, with or without the passing of time or the giving of notice or both, result in the loss of any material benefit under, permit the acceleration of any material obligation under or create in any Person the right to terminate, modify or cancel or (except as provided below) otherwise require the consent of any other Person under, (A) any Material Contract, or any License applicable to any of the Sellers in connection with the Business, or (B) any Law applicable to any of the Sellers in connection with the Business.  No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (1) as set forth on Schedule 4.3(a), (2) in connection with the transfer of Licenses, (3) such reports and filings as may be required under the Securities Exchange Act of 1934 and the rules thereunder and (4) where such consents, approvals, orders, authorizations, registrations, declarations or filings, the failure of which to make or obtain would not result in any material fine or penalty or restrict the operations of the Business in any material respect.

(b)           The execution, delivery and performance by each Affiliate of the Sellers that is a party to a Seller Ancillary Document and the consummation of the transactions contemplated thereby will not violate, conflict with, result in the creation of a Lien under, or constitute a material breach of or default under, with or without the passing of time or the giving of notice or both, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any Person the right to terminate, modify or cancel, or otherwise require the consent of any other Person under, (a) any term or provision of the organizational documents of any of the Affiliates of the Sellers that is a party to a Seller Ancillary Document, (b) any judgment, decree or order of any Governmental Entity to which any of the Affiliates of the Sellers that is a party to a Seller Ancillary

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Document is a party or by which any of the Affiliates of the Sellers that is a party to a Seller Ancillary Document or any of their respective properties are bound, or (c) any Law or arbitration award applicable to any of the Affiliates of the Sellers that is a party to a Seller Ancillary Document.  No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Affiliates of the Sellers that is a party to a Seller Ancillary Document in connection with the execution, delivery or performance of the Seller Ancillary Documents or the consummation of the transactions contemplated thereby.

Section 4.4             Sites.  Schedule 4.4 indicates by legal descriptions the Sites and indicates the Sellers owning or leasing each such Site.

(a)           Each such Seller is the owner of and has good and indefeasible fee title to in each parcel of the Sites indicated on Schedule 4.4 as being owned by such Seller, free and clear of all Liens, other than Permitted Liens.  Each such Seller has a valid, binding and enforceable leasehold interest in each parcel of the Sites indicated on Schedule 4.4 as being leased by such Seller, free and clear of all Liens other than Permitted Liens (the leases governing such leasehold interests being referred to as the “Real Property Leases”).  Each of the Real Property Leases is in full force and effect.  The Sellers are not in default and no event exists that with notice or lapse of time, or both, would constitute a default by the Sellers, under any of the Real Property Leases and, to the Sellers’ Knowledge, no other party is in default thereof, and no party to any such Real Property Leases has exercised any termination rights with respect thereto.

(b)           Except for any applicable Permitted Lien, no such Site is subject to any written decree or order from a Governmental Entity issued with respect to such Site (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Sites.  There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Sites or any improvement thereon.

(c)           Schedule 4.4(c)-1, Parts 2-5 describes each of the Polymers Easement Facilities included within the Polymers Assets, and Schedule 4.4(c)-1, Part 1 describes each of the Base Chemicals Easement Facilities included within the Base Chemicals Assets.  Except as set forth on Schedule 4.9, there are no pending or, to the Knowledge of the Sellers, threatened claims that any of the Easement Facilities are not located within valid Existing Easements or are located in public rights-of-way where the use of such public rights-of-way is not in compliance in any material respect with applicable Law or authorization of the Governmental Entity with jurisdiction over the use thereof.  Schedule 4.4(c)-2, Parts 2-5 describes each of the Existing Polymers Easements and each of the Existing Polymers Easements is owned by the Sellers or their Affiliates and is assignable to the Purchaser, without the consent of any Person, except as set forth on Schedule 4.4(c)-2, Part 2-5.  Schedule 4.4(c)-2, Part 1 describes each of the Existing Base Chemicals Easements and each of the Existing Base Chemicals Easements is owned by Huntsman Petrochemical or its Affiliates and is assignable to the Purchaser, without the consent of any Person, except as set forth on Schedule 4.4(c)-2, Part 1.

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(d)           The Sites (other than the Port Arthur Site) and the Existing Polymers Easements, constitute all interests in real property which were, as of the Original APA Date, used, occupied or held for use in connection with the Polymers Business and which are necessary for the continued operation of the Polymers Business as the Polymers Business was conducted by the Sellers as of the Original APA Date.  Except as set forth on Schedule 4.4(d), the Port Arthur Site and the Existing Base Chemicals Easements, together with the Additional Conveyed Easements, constitute all interests in real property which were, as of the Original APA Date, used, occupied or held for use in connection with the Base Chemicals Business and which are necessary for the continued operation of the Base Chemicals Business as the Base Chemicals Business was conducted by the Sellers as of the Original APA Date (assuming the Facilities at the Port Arthur Site were operating).

(e)           Huntsman Petrochemical is the owner of and has good and indefeasible fee title to the real property identified on the map attached as Schedule 6.22(b), free and clear of all Liens, other than Permitted Liens and the interest held by Dow or one of its Affiliates.

Section 4.5             Title to Assets; Related Matters.  Except for (i) the items set forth on Schedule 4.5, (ii) the Excluded Assets (other than the Excluded Assets listed in Section 2.3(h)), and (iii) the assets associated with (A) the business conducted at the Mansonville Site and (B) the amorphous polyalphaolefins business, in each case that are not being conveyed to the Purchaser pursuant to the terms of this Agreement, (a) as of the Polymers Closing, the Polymers Assets, together with the rights of the Purchaser under the Polymers Assumed Contracts the Cross License Agreement and the Commercial Agreements entered into as of the Polymers Closing, will constitute (or, in the case of Intellectual Property that comprises patent rights, to the Knowledge of the Sellers (other than Huntsman Petrochemical) will constitute)) all of the assets and rights or licenses necessary for the conduct of the operations of the Polymers Business in all material respects as conducted by the Sellers as of the Original APA Date and (b) as of the Base Chemicals Closing, the Base Chemicals Assets, together with the rights of the Purchaser under the Base Chemicals Assumed Contracts, the Additional Conveyed Easements, the Cross License Agreement and the Commercial Agreements entered into as of the Base Chemicals Closing, will constitute (or, in the case of Intellectual Property that comprises patent rights, to the Knowledge of Huntsman Petrochemical as Seller will constitute) all of the assets and rights or licenses necessary for the conduct of the operation of the Base Chemicals Business in all material respects as conducted by Huntsman Petrochemical as of the Original APA Date (assuming the Facilities at the Port Arthur Site were operating).  Except for the Intellectual Property (which is addressed in Section 4.18), and the Sites, the Easements and the Easement Facilities (which are addressed in Section 4.4), the Sellers have good title to the Assets, free and clear of all Liens other than Permitted Liens.  Except for (1) the portion of the LOU Facility that is, as of the Original APA Date, under repair and at such time is not producing product; (2) reasonable wear and tear incurred in the ordinary course of business; (3) in the case of the Polymers Business assets that are not, and for the six-month period prior to the Original APA Date were not, used in the operations of the Polymers Business, or in the case of the Base Chemicals Business, were not used during the six-month period immediately prior to the fire at the LOU Facility; and (4) as set forth on Schedule 4.5, the Tangible Assets have been maintained substantially in accordance with the Sellers’ established maintenance procedures.

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Section 4.6             Financial Statements.  The Financial Statements described in clause (i) of the definition thereof are included in Schedule 4.6 hereto.  Such Financial Statements have been, and the Financial Statements described in clause (ii) of the definition thereof will be, prepared in accordance with GAAP consistently applied throughout the periods set forth therein from the books and records of the Sellers.  Each balance sheet (including the related notes, where applicable) included in the Financial Statements fairly presents in all material respects the financial position of the Business as of the date of such balance sheet, and each statement of income, parent’s net investment and advances, and cash flows (including the related notes, where applicable) included in the Financial Statements fairly presents in all material respects, subject, in the case of unaudited financial statements, to normal and recurring year-end audit adjustments, the results of operations, parent’s net investment and advances and changes in cash flows, as the case may be, of the Business for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved (except in the case of unaudited financial statements, the omission of footnotes and in all cases as expressly noted therein or on Schedule 4.6); provided, however, that the Financial Statements have been prepared on a basis that includes the business conducted by the Sellers at the Mansonville Site as of the Original APA Date and excludes the business conducted by the Sellers at the Odessa Site relating to amorphous polyalphaolefins as of the Original APA Date.

Section 4.7             No Undisclosed Liabilities.  Except for liabilities (i) reflected or reserved in the most recent balance sheet (including the notes thereto) included in the Financial Statements described in clause (i) of the definition thereof, (ii) included in the First Dollar Retained Liabilities or (iii) disclosed on Schedule 4.7, the Sellers have no liabilities or obligations (whether absolute, accrued, contingent or otherwise) that would be required to be disclosed on a balance sheet prepared in accordance with GAAP, except liabilities and obligations that have been incurred by the Sellers since the date of such balance sheet in the ordinary course of business or which are not (individually or in the aggregate) material to the Business.

Section 4.8             Absence of Certain Changes.  Since September 30, 2006 and except as set forth on Schedule 4.8, the Sellers have conducted the Polymers Business only in the ordinary course consistent with past practices in all material respects and the Base Chemicals Business only in the ordinary course consistent with past practices in all material respects, taking into account repairs that are and have been ongoing at the LOU Facility.  Without limiting the generality of the foregoing, since September 30, 2006 through the Original APA Date:

(a)           there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Assets having a replacement cost of more than US$500,000 for any single loss or US$2,000,000 for all such losses;

(b)           except as expressly permitted pursuant to Section 6.1(m) or (n) or as required by applicable Law, the Sellers have not entered into, nor amended or modified, any Employment Agreements or Labor Agreements with a Business Employee, or agreed to increase the compensation payable or to become payable by it to any of the Business Employees or agreed to increase the coverage or benefits available under any Employee Benefit Plan, company award, payment or arrangement made to, for or with such Business Employees;

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(c)           there has not been any material change by the Sellers in accounting principles, methods or policies with respect to the Business (except as may have been required by changes in applicable Law or by changes in GAAP);

(d)           the Sellers have not mortgaged, pledged or otherwise subjected to any Lien (other than Permitted Liens, Liens representing capital lease obligations for equipment acquired in the ordinary course of business, and Liens that will be released at or prior to the Polymers Closing or the Base Chemicals Closing, as the case may be) any of the material Assets, or acquired any of the Assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any of the Assets, except for those of the Assets acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of, in each case, in the ordinary course of business;

(e)           the Sellers have not canceled or compromised any material claim or amended, modified, canceled, terminated, relinquished, waived or released any Material Contract or right to the extent related to the Business or the Assets, except in the ordinary course of business; and

(f)            the Sellers have not agreed, committed or entered into any understanding to do anything set forth in this Section 4.8.

Section 4.9             Legal Proceedings.  Except as set forth on Schedule 4.9, as of the Original APA Date, there is no material suit, action, claim filed, arbitration, proceeding or investigation pending or, to the Sellers’ Knowledge, threatened against, relating to or involving the Sellers or with respect to the Business or the Assets before any Governmental Entity.  There is no relief requested pursuant to any suit, action, claim, arbitration, proceeding or investigation, including any of those set forth on Schedule 4.9, that, if granted, would be reasonably expected to have a material and adverse impact on the operation of the Polymers Business by the Purchaser after the Polymers Closing or the Base Chemicals Business by the Purchaser after the Base Chemicals Closing, as the case may be.

Section 4.10           Compliance with Law.  Except as relates to Tax matters (which are provided for solely in Section 4.12) and Environmental Laws (which are provided for solely in Section 4.17), each of the Sellers is in compliance in all material respects with all Laws applicable to the Assets, the Business or the ownership or operation of the Assets or the Business.  Except as set forth on Schedule 4.10, or as relates to Tax matters (which are provided for solely in Section 4.12) and Environmental Laws (which are provided for solely in Section 4.17), (i) none of the Sellers has been charged with, or has received written notice that it is under investigation with respect to, and, to the Sellers’ Knowledge, is not otherwise now under investigation with respect to, a violation of any Law applicable to the Assets, the Business or the ownership or operation of the Assets or the Business, (ii) none of the Sellers is a party to, or bound by, any order, judgment, decree, injunction, ruling or award of any Governmental Entity that relates to or affects in any way the Assets, the Business or the ownership and operation of the Assets or the Business and (iii) each of the Sellers has filed on or prior to the Original APA Date all reports required to be filed with any Governmental Entity except those the failure to have filed would not reasonably be expected to result in a material penalty or impairment on the operation of the Business.

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Section 4.11           Contracts.  Schedule 4.11 sets forth, as of the Original APA Date, a list of the following written contracts, agreements, leases, commitments and other instruments to which a Seller is, or is performing obligations as though it were, a party (other than any Excluded Assets, the Employment Agreements set forth on Schedule 4.13, the Seller Benefit Plans set forth on Schedule 4.14, and the Labor Agreements set forth in Schedule 4.15), in each case only to the extent related to, in connection with or otherwise affecting (i) the Polymers Assets or the Polymers Business or the ownership or operation of the Polymers Assets or the Polymers Business (as reflected on Part A of Schedule 4.11), and (ii) the Base Chemicals Assets or the Base Chemicals Business or the ownership or operation of the Base Chemicals Assets or the Base Chemicals Business (as reflected on Part B of Schedule 4.11):

(a)           each lease (other than a lease of an interest in real property) involving any Assets (whether personal or mixed, tangible or intangible) involving an annual commitment or payment of more than $500,000 individually by any of the Sellers, all leases for rail cars regardless of the annual commitment or payment and all sale/leaseback agreements entered into within the last two (2) years regardless of the annual commitment or payment;

(b)           all contracts and agreements to which a Seller is a party that limit or restrict any of the Sellers from engaging in any business in any jurisdiction;

(c)           all contracts and agreements for capital expenditures or the acquisition or construction of fixed assets, in each case requiring the payment by any of the Sellers after the Original APA Date of an amount in excess of $5,000,000;

(d)           all contracts that provide for an increased payment or benefit, or accelerated vesting, upon the execution hereof, the Polymers Closing or the Base Chemicals Closing, as the case may be, or in connection with the transactions contemplated hereby;

(e)           all contracts and agreements granting any Person a Lien (other than a Permitted Lien) on all or any part of the Assets;

(f)            all contracts and agreements (i) for the cleanup, abatement or other actions in connection with any Hazardous Materials or the Remediation of any existing environmental condition, in each case that are not terminable without penalty on thirty (30) days’ or fewer notice or that do not require payments by the Sellers in an amount in excess of $100,000 annually, or (ii) relating to the performance of any environmental audit or study;

(g)           all contracts and agreements granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any of the Assets, other than contracts or agreements entered into in the ordinary course of business that grant customers of the Business a preferential right to the purchase of Inventory;

(h)           all joint venture or partnership contracts and all other contracts providing for the sharing of any profits or liabilities;

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(i)            all existing customer and supplier contracts, not terminable without penalty on 90 days’ or fewer notice either by the Seller party thereto or the applicable customer or supplier, for the provision of goods or services with a value in excess of $5,000,000 during (i) the 12-month period ended September 30, 2006 with respect to the Polymers Business and (ii) either year during the 2-year period ended September 30, 2006 with respect to the Base Chemicals Business;

(j)            all contracts and agreements which include pricing or margin provisions that are subject to caps, floors, collars, or are otherwise associated with hedges or other similar instruments which impact the revenue generated under such contracts and agreements;

(k)           all outstanding powers of attorney empowering any Person to act on behalf of any of the Sellers that would be binding on the Purchaser following the Polymers Closing or the Base Chemicals Closing, as the case may be;

(l)            the software license agreements primarily used in connection with, or material to, the Business, except for the Excluded Software License Agreements (the “Transferred Software License Agreements”);

(m)          all technology license agreements (other than software license agreements) that are material to the Business where any of the Sellers are granted a license to use Intellectual Property owned by a third party;

(n)           all contracts and agreements expressly granting a license to a third party to use the Business Intellectual Property owned by any of the Sellers and to be transferred to the Purchaser pursuant to Sections 2.1(xi) or 2.2(xi);

(o)           all existing contracts, agreements, arrangements and commitments (other than those described in subsections (a) through (n) of this Section 4.11) to which any of the Sellers is a party or by which the Assets are bound involving an annual commitment or annual payment to or from the Seller parties thereto of more than $5,000,000 individually;

(p)           the Rebuild Agreements;

(q)           all stand-alone confidentiality agreements which relate primarily to the Business and impose obligations on the Business to maintain the confidentiality of a third party’s information other than (i) the Strategic Transaction Confidentiality Agreements; and (ii) those confidentiality agreements (A) associated with the potential sale of the Business or (B) relating to actual or proposed customer or supplier transactions in the ordinary course of business and containing customary provisions; and

(r)            all existing contracts, agreements, arrangements, transactions, loans and commitments that constitute Assumed Contracts between a Seller, on the one hand, and a Seller or its shareholders, Affiliates, officers, directors or employees, on the other hand.

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True and complete copies of the Material Contracts have been made available to the Purchaser or its representatives or agents.  The Material Contracts are legal, valid, binding and enforceable in all material respects in accordance with their respective terms, subject in each case to applicable bankruptcy, insolvency and other Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts granting equitable remedies.  There is no existing material default or breach by any of the Sellers under any Material Contract (or event or condition that, with notice or lapse of time or both could constitute a material default or breach), and, to the Sellers’ Knowledge, no such material default (or event or condition that, with notice or lapse of time or both, could constitute a material default or breach) with respect to any third party to any such Material Contract.

Section 4.12           Tax Returns; Taxes.  Except as otherwise disclosed on Schedule 4.12, (i) all material Tax Returns required to be filed with respect to the Business have been filed, (ii) all material Taxes required to have been paid (whether or not shown on any Tax Return) relating to the Business or any of the Assets for which the Purchaser could be liable or that would result in a Lien on any of the Assets (other than a Permitted Lien) have been paid in full, (iii) there are no material Liens for Taxes (other than Permitted Liens) with respect to any of the Assets, (iv) all material withholding tax requirements imposed with respect to the Business have been satisfied, (v) no material assessment, deficiency or adjustment has been asserted, proposed, or threatened in writing with respect to any Tax relating to the Business or the Assets, (vi) no audit of a material Tax relating to the Business for which the Purchaser could be liable or that would result in a Lien on any of the Assets (other than a Permitted Lien) is in progress and no such audit has been threatened in writing, (vii) none of the Assets is (A) property required to be treated as being owned by another Person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986, (B) ”tax exempt use property” within the meaning of Section 168(h)(1) of the Code, (C) ”tax exempt bond financed property” within the meaning of Section 168(g) of the Code, (D) ”limited use property” within the meaning of Rev. Proc. 2001-28, (E) subject to Section 168(g)(1)(A) of the Code or (F) subject to any provision of state, local or foreign Law comparable to any of the provisions listed in this clause (vii), and (viii) none of the Sellers (other than Huntsman Canada) is a “foreign person” within the meaning of Section 1445 of the Code.

Section 4.13           Employees and Independent Contractors.  Schedule 4.13 (under the heading “Polymers” with regard to the employees and Independent Contractors engaged in the Polymers Business, and under the heading “Base Chemicals” with regard to the employees and Independent Contractors engaged in the Base Chemicals Business) contains a list of all of the employees (whether full-time, part-time or otherwise) and all of the Independent Contractors employed or contracted by the Sellers or their Affiliates primarily in connection with the Business, in each case as of the Original APA Date, specifying their position, status, annualized salary, hourly wages or consulting or other independent contractor fees, as applicable, date of hire (or entry into an independent contractor agreement), work location, length or hours of service, together with a notation next to the name of any employee or Independent Contractor on such list who is subject to any Employment Agreement aside from the Labor Agreements.  Schedule 4.13 sets forth a list of all such Employment Agreements, and the Sellers have provided to the Purchaser true and correct copies of each such Employment Agreement.  To the Sellers’ Knowledge, except as set forth in Schedule 4.13, the Employment Agreements or the

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Labor Agreements, none of the Sellers nor any of their respective Affiliates has made a binding commitment (written or otherwise) to any Business Employee or Independent Contractor with respect to compensation, promotion, retention, termination, or severance in connection with the transactions contemplated by this Agreement.  None of the Sellers nor their Affiliates has received a pending claim from any Governmental Entity to the effect that such Person has improperly classified as an independent contractor any Person named as an Independent Contractor on Schedule 4.13.  Unless otherwise indicated on Schedule 4.13, as of the Original APA Date, no Business Employee or Independent Contractor has given written notice, or has been given notice by any of the Sellers or any of their Affiliates, of an intent to terminate his or her employment or independent contractor relationship with any of the Sellers or any of their Affiliates.

Section 4.14           Seller Benefit Plans.

(a)           Schedule 4.14 sets forth a list of all material Seller Benefit Plans.  The Sellers have furnished or made available to the Purchaser copies of each of the following, to the extent applicable, with respect to each such Seller Benefit Plan: the most recent annual report (e.g., Form 5500), the plan document (including all amendments thereto), the trust agreement (including all amendments thereto), the most recent summary plan description and summary of material modifications, the most recent actuarial report or valuation, if any, that is required to be prepared under applicable Laws, and the most recent determination letter, if any, issued by the Internal Revenue Service.

(b)           Each such Seller Benefit Plan is in material compliance with the applicable requirements of ERISA, the Code and other applicable Law, and has been administered in all material respects in accordance with its terms.

(c)           Each Seller Benefit Plan intended to be qualified under Section 401 of the Code (i) satisfies in form the requirements of such Section, except to the extent amendments are not required by applicable Law to be made until a date after the Polymers Closing Date or the Base Chemicals Closing Date, as the case may be, (ii) has received a favorable determination letter from the Internal Revenue Service regarding such qualified status or has timely filed a request for a determination letter and (iii) has not been operated in a way that would reasonably be expected to adversely affect its qualified status or registration.

Section 4.15           Labor Relations.  All of the Labor Agreements are set forth on Schedule 4.15.  The Labor Agreements with respect to the Business Employees of the Polymers Business are set forth under the heading “Polymers” and the Labor Agreements with respect to the Business Employees of the Base Chemicals Business are set forth under the heading “Base Chemicals.” The Sellers have delivered true, correct and complete copies of such Labor Agreements to the Purchaser.  Except as set forth on Schedules 4.9 and 4.15:

(a)           no other labor organization or association of employees represents the Business Employees and is certified by the NLRB as the recognized representative of the Business Employees;

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(b)           no pending representation election petition or application for certification has been received by the Sellers or their Affiliates that names the Business Employees as potentially represented parties;

(c)           none of the Sellers or their Affiliates is subject to a current unresolved judicial or administrative determination that it has engaged in an unfair labor practice in connection with the Business Employees and none of the Sellers or their Affiliates has received notice of any pending NLRB proceeding with respect to any Business Employee;

(d)           to the Sellers’ Knowledge, there are no pending grievances or labor arbitrations raised by any Business Employee or by any union on behalf of any individual Business Employee or group of Business Employees;

(e)           to the Sellers’ Knowledge, no walkout, strike, slowdown, picketing or work stoppage (sympathetic or otherwise) involving any Business Employee is in progress or, to the Sellers’ Knowledge, is being threatened;

(f)            to the Sellers’ Knowledge, no pending breach of contract or denial of fair representation claim has been filed against the Sellers or their Affiliates with respect to any Business Employee that remains unresolved;

(g)           to the Sellers’ Knowledge, no pending claim, complaint, charge or investigation for unpaid wages, bonuses, commissions, employment withholding taxes, penalties, overtime or other compensation, benefits, child labor or record-keeping violations has been filed against the Sellers or their Affiliates with respect to any Business Employee that remains unresolved;

(h)           to the Sellers’ Knowledge, no pending claim, complaint, charge or investigation under any applicable Labor Law, ERISA or any other federal Law or comparable state fair employment practices act has been filed against the Sellers or their Affiliates with respect to any Business Employee that remains unresolved;

(i)            no pending citation has been issued by OSHA with respect to any Business Employee that remains unresolved;

(j)            no pending immigration Law-related citation has been received by the Sellers or their Affiliates with regard to any Business Employee that remains unresolved;

(k)           each of the Sellers and their Affiliates has maintained and, as of the Original APA Date, continues to maintain the legally required amount of insurance with respect to workers’ compensation claims and unemployment benefits claims for the Business Employees, where applicable;

(l)            with respect to the Business Employees, the Sellers and their Affiliates are materially in compliance with all applicable Labor Laws and Labor Agreements;

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(m)          to the Sellers’ Knowledge, none of the Sellers nor their respective Affiliates is liable for any judgment, decree, order, arrearage of wages or taxes, fine or penalty for failure to comply with any Labor Law with respect to the Business Employees; and

(n)           the Sellers and their Affiliates have paid or accrued all assessments as of the Original APA Date under workers’ compensation legislation with respect to the Business or any of the Business Employees, and none has been subject to any special or penalty assessment under such legislation that has not been paid.

Section 4.16           Insurance Policies.  The Sellers maintain casualty insurance with reputable insurers for the Business and the Assets against the risks and in the amounts reasonably expected of a prudent operator of the Business and the Assets, and all such insurance policies are in full force and effect.

Section 4.17           Environmental Matters.  Except as set forth on Schedules 4.17(a) through (h) and, in each case, in connection with the Business or the Assets:

(a)           the Assets and the Business and their respective operations are, as of (i) the Polymers Closing (with regard to the Polymers Assets and the Polymers Business) or (ii) the Base Chemicals Closing (with regard to the Base Chemicals Assets and the Base Chemicals Business), in compliance with all Environmental Laws, and any material or potentially material instances of noncompliance that have arisen in the last two years are set forth on Schedule 4.17(a);

(b)           (i) the Sellers (other than Huntsman Petrochemical) have obtained, and the Polymers Business and the Polymers Assets and their respective operations are in compliance with, all Environmental Permits, and all material Environmental Permits are identified on Schedule 4.17(b), Part 1 and are transferable to the Purchaser without material modifications; and (ii) Huntsman Petrochemical has obtained, and the Base Chemicals Business and the Base Chemicals Assets and their respective operations are in compliance with, all Environmental Permits, and all material Environmental Permits are identified on Schedule 4.17(b), Part 2 and are transferable to the Purchaser without material modifications;

(c)           there are no claims, actions, causes of action, investigations, demands, orders, directives or notices of potential liability pending or, to the Knowledge of the Sellers, threatened against the Business or the Assets pursuant to Environmental Laws, except as set forth on Schedule 4.17(c);

(d)           there has been no Release of Hazardous Materials at, on or underneath the Sites or the Easements, or resulting from the operation of the Business, in violation of any Environmental Law or in respect of which a Governmental Entity or other third party acting pursuant to an Environmental Law has required or could require any material Remediation or other potentially material corrective action, except as set forth on Schedule 4.17(d);

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(e)           there are no Remediation activities underway at the Sites or the Easements, and there are no Hazardous Materials present at, on or underneath the Sites or the Easements, or resulting from the operation of the Business, in violation of Environmental Laws or in respect of which a Governmental Entity or other third party acting pursuant to any Environmental Law could require any material Remediation, except as set forth on Schedule 4.17(e);

(f)            (i) neither the Polymers Business nor any Polymers Asset is subject to any liability resulting or arising from the off-site transportation, storage, disposal, treatment or recycling of wastes or other discarded materials, including Hazardous Materials, generated by the Polymers Business or at the Polymers Sites or the Existing Polymers Easements and taken off-site by or on behalf of any Seller, any Affiliate of any Seller, or the Polymers Business, except as set forth on Schedule 4.17(f), Part 1; and (ii) neither the Base Chemicals Business nor any Base Chemicals Asset is subject to any liability resulting or arising from the off-site transportation, storage, disposal, treatment or recycling of wastes or other discarded materials, including Hazardous Materials, generated by the Base Chemicals Business or at the Port Arthur Site or the Base Chemicals Easements and taken off-site by or on behalf of any Seller, any Affiliate of any Seller, or the Base Chemicals Business, except as set forth on Schedule 4.17(f), Part 2;

(g)           the transactions contemplated hereunder do not require any special, extraordinary or unusual notice to or approval from any Governmental Entity with jurisdiction over environmental, health or safety matters associated with the Business or the Assets, except as set forth on Schedule 4.17(g);

(h)           to the Knowledge of the Sellers, neither the Business nor any Asset is subject to any potentially material liabilities under Environmental Laws, except as set forth on Schedules 4.17(a)-(h);

(i)            the Sellers have disclosed or made available for inspection all material environmental information (including in respect of contamination of the Sites or the Easements by Hazardous Materials) of which the Sellers have Knowledge, and, to the Knowledge of the Sellers, all such information is true, accurate and complete;

(j)            to the Sellers’ Knowledge, no Governmental Entity has advised the Sellers that there are environmental deficiencies at the Sites or the Easements that are likely to result in a material increase in capital expenditures or operating costs;

(k)           the Sellers have filed all notices, reports and certifications, including certifications of compliance, required under all Environmental Laws and Environmental Permits, and all such notices, reports and certifications are complete and accurate to the Sellers’ Knowledge and were conducted after a reasonable inquiry into the circumstances related to the notice or certification;

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(l)            the Sellers have developed and maintained at the appropriate Sites the necessary data for filing all notices, reports and certifications, including certifications of compliance, required under all Environmental Laws and Environmental Permits; and

(m)          as of the Polymers Closing, no Polymers Assets, and as of the Base Chemicals Closing, no Base Chemicals Assets, will contain or store waste that is deemed hazardous in violation of Environmental Law, except for waste that is not subject to regulation pursuant to 40 C.F.R. ¤ 261.7(a)(1) or analogous state regulatory provisions.

Notwithstanding any other provisions of this Agreement, this Section 4.17 contains the sole and exclusive representations and warranties of the Sellers with respect to environmental matters.  In addition, notwithstanding any other provisions of this Agreement, to the extent Sections 4.17(a), (b), (c), (d), (h) and (j) relate to any “New Source Review” or “Prevention of Significant Deterioration” requirements imposed under the federal Clean Air Act or analogous state Laws or out of any “Process Safety Management” requirements imposed under the federal Occupational Safety and Health Act or corresponding “Risk Management Plan” requirement under 40 C.F.R. Part 68 Subparts C and D, or analogous state Laws, constitute the sole and exclusive representations and warranties of the Sellers with respect to “New Source Review”, “Prevention of Significant Deterioration” and “Process Safety Management”.

Section 4.18           Intellectual Property; Technology.

(a)           Schedule 4.18(a) under the heading “Polymers” contains a complete and accurate list of all registered Polymers Business Intellectual Property owned by the Sellers (other than Huntsman Petrochemical), and Schedule 4.18(a) under the heading “Base Chemicals” contains a complete and accurate list of all registered Base Chemicals Business Intellectual Property owned by Huntsman Petrochemical.  A Seller owns legal title to each item of Business Intellectual Property required to be set forth on Schedule 4.18(a), free and clear of all Liens (except Permitted Liens).  Each item of Business Intellectual Property required to be set forth on Schedule 4.18(a) is in effect, and all necessary registration, maintenance and renewal fees due as of the Original APA Date in connection with such Business Intellectual Property have been made.  Except as set forth in Schedule 4.18(a), as of the Original APA Date, the Sellers had not received notice that any filings, payments or similar actions must be taken by the Sellers in the United States between the Original APA Date and the date sixty (60) days after the Expiration Date, for the purposes of obtaining, maintaining, perfecting or renewing any of the Business Intellectual Property required to be set forth on Schedule 4.18(a).

(b)           Except as set forth on Schedule 4.18(b), the Sellers and their Affiliates have not received any written, or to the Knowledge of the Sellers, oral, claim, action, suit, proceeding, hearing, investigation, notice or complaint from any third party that (i) the conduct of the Business as of the Original APA Date conducted infringes or misappropriates the Intellectual Property of such third party, or (ii) challenges the validity, enforceability, use or exclusive ownership of any Business Intellectual Property owned by the Sellers.

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(c)           To the Sellers’ Knowledge, no third party has been or is infringing, misappropriating or otherwise violating any Business Intellectual Property owned by the Sellers.

(d)           Each of the Sellers has taken reasonable measures to protect the confidentiality of all trade secrets and Huntsman Confidential Information owned by the Sellers that are material to the Business.  The Sellers have executed valid written agreements with all of their past and present employees, consultants and independent contractors who have contributed in the past nine (9) years to the development of Business Intellectual Property owned by one of the Sellers pursuant to which such employees, consultants and independent contractors have assigned pursuant to such agreements to one of the Sellers all their rights in and to all Business Intellectual Property they may develop in the course of their employment or pursuant to such agreement and agreed to hold all trade secrets and confidential information of the applicable Sellers in confidence both during and after their employment or agreement.

Section 4.19           Licenses.  Schedule 4.19 is a true and complete list of (a) all Licenses held by the Sellers (other than Huntsman Petrochemical) or their Affiliates in respect of the Sites (other than the Port Arthur Site), the Polymers Facilities or the Polymers Business and any that are not transferable are so designated and (b) all Licenses held by Huntsman Petrochemical or its Affiliates in respect of the Port Arthur Site, the Base Chemicals Facilities or the Base Chemicals Business and any that are not transferable are so designated.  The Sellers or their Affiliates own or possess all material Licenses that are necessary to enable them to carry on the Business as conducted as of the Original APA Date (assuming the Base Chemicals Facilities at the Port Arthur Site were operating) and, with respect to the Port Arthur Site and the Base Chemicals Facilities, will own or possess as of the Base Chemicals Closing all material Licenses that are necessary to enable them to carry on the business thereof as conducted by the Sellers on the Base Chemicals Closing Date.  All such material Licenses are valid, binding and in full force and effect and the Sellers or their Affiliates are in material compliance with all Licenses.  The execution, delivery and performance of the Original Asset Purchase Agreement and the consummation of the transactions contemplated thereby will not adversely affect any License.

Section 4.20           Brokers, Finders and Investment Bankers.  Neither the Sellers nor any Affiliate of the Sellers, nor any of their respective partners, members, shareholders, directors, officers or employees has employed or retained any broker, finder or investment banker or incurred any liability for any investment banking fees, financial advisory fees, brokerage fees or finders’ fees in connection with the transactions contemplated hereby for which the Purchaser has liability.

Section 4.21           Key Customer and Key Supplier Relations.  Schedule 4.21 contains a complete and accurate list of the names of each of the Key Customers and each of the Key Suppliers.  The Sellers are not actively engaged in any material dispute related to the Business with any of the Key Customers and Key Suppliers and, to the Sellers’ Knowledge, no event has occurred that could materially and adversely affect any Seller’s relations with any such Key Customer or Key Supplier.  Except as set forth on Schedule 4.21, no Key Customer (or former Key Customer) or Key Supplier (or former Key Supplier) since January 1, 2006 has cancelled or terminated, or made any written threat to cancel or otherwise terminate, any of such Key

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Customer’s or Key Supplier’s contracts or other dealings with any Seller relating to the Business.  Except as set forth on Schedule 4.21, there is no pending or, to the Sellers’ Knowledge, threatened request or demand of any Key Customer or Key Supplier in any material respect (i) to decrease such Key Supplier’s supplies of, or to decrease such Key Customer’s purchases of any of the Sellers’ services or products relating to the Business (except in each case described in this clause (i) for fluctuations in nominated volumes for purchase or supply within limits permitted by contract) or (ii) in the case of any Key Customer, to decrease the applicable prices required to be paid to a Seller for products sold by such Seller thereunder or in the case of any Key Supplier, to increase the applicable prices required to be paid by a Seller for supplies purchased by such Seller thereunder (in any case described in this clause (ii), whether permitted by contract or otherwise).  Except as set forth on Schedule 4.21, no Seller has received any notice or has Knowledge to the effect that any Key Customer, Key Supplier or other current customer or supplier associated with the Business may terminate or materially alter its business relations with any Seller as a result of the transactions contemplated hereby.

Section 4.22           Inventory.  The Inventory of the Sellers has been manufactured, sold, or delivered by or to the Sellers in the ordinary course of business.

Section 4.23           Related Party Transactions.  Except as set forth on Schedule 4.23, and excluding the Seller Ancillary Documents, no Affiliate of any Seller, nor any employee, officer, director, stockholder, partner or member of any Seller, any member of his or her immediate family, nor any of their respective Affiliates (“Related Persons”) (i) owes any amount to any Seller nor does any Seller owe any amount to, or has any Seller committed to make any loan or extend or guarantee credit to or for the benefit of, any Related Person, (ii) is involved in any business arrangement or other relationship with any Seller (whether written or oral), (iii) owns any property or right, tangible or intangible, that is used in the Business, (iv) has any claim or cause of action against any Seller, the Assets or the Business, or (v) owns any direct or indirect interest of any kind in, or Controls or is a director, officer, employee or partner of, or consultant to, or lender to or borrower from or has the right to participate in the profits of, any Person which is a competitor, supplier, customer, landlord, tenant, creditor or debtor of any Seller (collectively, the “Intercompany Arrangements”).  All Intercompany Arrangements that are material to the Polymers Business shall be terminated on the Polymers Closing Date, and all Intercompany Arrangements that are material to the Base Chemicals Business shall be terminated on the Base Chemicals Closing Date and, except as set forth in clause (a) of Schedule 4.23 or as otherwise agreed to by the Parties, have been replaced by the Commercial Agreements.

Section 4.24           No Other Representations.  EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND THE COMMERCIAL AGREEMENTS, THE ASSETS (INCLUDING THE SITES AND EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS ARE BEING SOLD HEREBY ON AN “AS IS, WHERE IS” BASIS, AND NEITHER THE SELLERS NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A

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PARTICULAR PURPOSE, OR NON-INFRINGEMENT), WHETHER BY THE SELLERS, THEIR AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE ASSETS (INCLUDING THE SITES AND THE EASEMENTS AND THE FACILITIES, EASEMENT FACILITIES, STRUCTURES, FIXTURES, BUILDINGS, IMPROVEMENTS AND EQUIPMENT LOCATED ON THE SITES AND THE EASEMENTS) AND THE BUSINESS.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

For the avoidance of doubt, the Parties agree that the Purchaser’s representations made herein are not being made as of the date hereof.  The Purchaser hereby represents and warrants to the Sellers effective as of the Original APA Date as follows:

Section 5.1             Organization.  The Purchaser is a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction set forth in the introductory paragraph hereof and has all requisite power and authority to own, lease and operate its properties and to carry on its business as conducted as of the Original APA Date, except to the extent any failure of the foregoing to be true and correct would not be reasonably likely to constitute a change, event, effect or occurrence that, when taken together with all other changes, events, effects or occurrences, would prevent or materially delay the performance by the Purchaser of any of its material obligations hereunder or the consummation of the transactions contemplated hereby.

Section 5.2             Authorization.  The Purchaser has the requisite power and authority to execute and deliver the Original Asset Purchase Agreement and the Purchaser Ancillary Documents, to perform its obligations under the Original Asset Purchase Agreement and thereunder and to consummate the transactions contemplated under the Original Asset Purchase Agreement and the Purchaser Ancillary Documents.  The execution and delivery of this Agreement and the Purchaser Ancillary Documents by the Purchaser, the performance by the Purchaser of its obligations under the Original Asset Purchase Agreement and the Purchases Ancillary Documents, and the consummation of the transactions provided for under the Original Asset Purchase Agreement and the Purchaser Ancillary Documents have been duly and validly authorized by all necessary action on the part of the Purchaser.  The Original Asset Purchase Agreement has been and, the Purchaser Ancillary Documents will be, as of the Polymers Closing Date or the Base Chemicals Closing Date, as the case may be, duly executed and delivered by the Purchaser and do or will, as the case may be, constitute the valid and binding agreements of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforceability of creditors’ rights generally, to general equitable principles and to the discretion of courts in granting equitable remedies.

Section 5.3             Conflicts; Governmental Consents and Filings.  The execution, delivery and performance of the Original Asset Purchase Agreement and the Purchaser Ancillary Documents and the consummation of the transactions contemplated under the Original Asset

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Purchase Agreement and the Purchase Ancillary Documents do not, and in the case of the Purchaser Ancillary Documents will not, violate or constitute a breach of or default under, with or without the passing of time or the giving of notice or both, result in the loss of any material benefit under, or permit the acceleration of any material obligation under, (i) any term or provision of the organizational documents of the Purchaser, (ii) any contract to which the Purchaser is a party, (iii) any judgment, decree or order of any Governmental Entity to which the Purchaser is a party or by which the Purchaser or any of its properties is bound or (iv) any Law or arbitration award applicable to the Purchaser.  No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Purchaser in connection with the execution, delivery or performance of the Original Asset Purchase Agreement or the Purchaser Ancillary Documents or the consummation of the transactions contemplated under the Original Asset Purchase Agreement or the Purchaser Ancillary Documents, except (a) as set forth on Schedule 5.3 and (b) in connection with the transfer of Licenses.

Section 5.4             Adequate Funds.  The Purchaser will have adequate funds on each of Polymers Closing Date and the Base Chemicals Closing Date to pay the Polymers Purchase Price or the Base Chemicals Purchase Price, as the case may be.

Section 5.5             Brokers, Finders and Investment Bankers.  Neither the Purchaser, nor any of its Affiliates, partners, members, shareholders, directors, officers or employees, has employed or retained any broker, finder or investment banker or incurred any liability for any investment banking fees, financial advisory fees, brokerage fees or finders’ fees in connection with the transactions contemplated hereby for which the Sellers or any of their Affiliates have liability.

Section 5.6             Legal Proceedings.  There is no suit, action, claim, arbitration, proceeding or investigation pending or to the knowledge of the Purchaser, threatened against, relating to or involving the Purchaser or its Affiliates that is reasonably likely to constitute a change, event, effect or occurrence that, when taken together with all other changes, events, effects or occurrences, would prevent or materially delay the performance by the Purchaser of any of its material obligations hereunder or the consummation of the transactions contemplated hereby.

ARTICLE VI

CERTAIN COVENANTS AND AGREEMENTS

In recognition that the Polymers Closing is anticipated to occur prior to the Base Chemicals Closing, the Parties agree that (a) from and after the Polymers Closing Date, the covenants set forth in Sections 6.1, 6.2, 6.4 (except for the last sentence of Section 6.4(d), which shall continue to apply to both the Polymers Business and the Polymers Assets, as well as the Base Chemicals Business and the Base Chemicals Assets, after either or both the Polymers Closing and the Base Chemicals Closing), 6.7(b), 6.9 and 6.19 shall no longer apply to the Polymers Business, the Polymers Assets or the Business Employees hired by the Purchaser at the Polymers Closing; (b) the covenants in Section 6.5 shall apply at and after a particular Closing

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only in respect of Restricted Assets that relate to the Business that is the subject of such Closing; and (c) from and after the Polymers Closing Date until the Base Chemicals Closing Date, the covenants set forth in Sections 6.11, and 6.18 shall be deemed to apply only to the Polymers Business and the Polymers Assets.

Section 6.1             Conduct of the Business by the Sellers.  For the period that commenced on the Original APA Date and will end on (i) the Polymers Closing Date (in respect of the Polymers Business, the Polymers Assets, and the Business Employees to be hired by the Purchaser on the Polymers Closing Date) and (ii) the Base Chemicals Closing Date (in respect of the Base Chemicals Business, the Base Chemicals Assets, and the Business Employees to be hired by the Purchaser on the Base Chemicals Closing Date), each of the Sellers shall, except as permitted hereby and except as otherwise consented to in writing by the Purchaser, which consent will not be unreasonably withheld:

(a)           continue to operate the Business and the Assets (including the Facilities) as a reasonably prudent owner of a petrochemical processing facility on a basis consistent with past practice and to comply in all material respects with all applicable Licenses and Laws (including preparing the LOU Facility for restart, which includes the continuation of maintenance, employee training and maintaining adequate staffing levels, notwithstanding the fact that a portion of the LOU Facility is currently under repair and is not producing product);

(b)           not commit to any material capital project, other than capital projects that are part of the Business Plan and capital projects (i) described on Schedule 6.1(b) or (ii) which the Sellers, acting as a reasonably prudent operator determines are necessary or advisable to undertake or commit to in order to comply with Laws or to address operational concerns or emergencies threatening health, safety or the environment or the physical plant (in the case of the matters covered by clause (ii), the Purchaser shall be consulted in advance to the extent reasonably practicable and notified promptly upon such event if advance notice is not possible);

(c)           not enter into, modify, amend or terminate any agreement with respect to the Business, the Assets or the Facilities that would be binding on the Purchaser and if entered into, modified, or amended prior to the Original APA Date would have been required to be disclosed on a schedule hereto, except (i) in connection with the Business Plan, (ii) any such agreement entered into, modified, or amended in the ordinary course of business for a term of one year or less, or those which are otherwise terminable without penalty on 90 or fewer days’ notice, (iii) as permitted under Section 6.1(b) or (iv) those necessary or advisable to effectuate the transactions hereunder (but in which case the Purchaser shall be consulted in advance to the extent reasonably practicable and notified promptly upon such event if advance notice is not possible);

(d)           use commercially reasonable efforts to preserve intact the goodwill of the Business with customers and suppliers (taking into consideration that the LOU Facility is currently under repair and is not producing product);

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(e)           maintain its existence and good standing in its respective jurisdiction of organization and in each other jurisdiction in which it is required to be qualified;

(f)            duly and timely file or cause to be filed all Tax Returns and promptly pay or cause to be paid when due all Taxes, unless such Taxes are being contested in good faith by appropriate proceedings;

(g)           continue to extend customers credit, collect accounts receivable and pay accounts payable and similar obligations in the ordinary course of business consistent with past practice (taking into consideration that the LOU Facility is currently under repair and is not producing product);

(h)           not dispose of or permit to lapse, any Business Intellectual Property owned by any of the Sellers, except in the ordinary course of business and that in the aggregate would not be material;

(i)            not sell, transfer, grant a lease on or otherwise dispose of any of the Assets, except in the ordinary course of business and that in the aggregate would not be material;

(j)            not enter into any contract by which the Purchaser in respect of the Business or any of the Assets would purportedly be bound that restricts in any material respect the Purchaser from engaging in any line of business in any geographic area or competing with any Person;

(k)           perform in all material respects its obligations under all Material Contracts and not default in any material respect or suffer to exist in any material respect any event or condition that with notice or lapse of time or both could constitute a default by the Sellers under any Material Contracts (except in each case those being contested in good faith);

(l)            maintain insurance with reputable insurers for the Business and the Assets against the same risks and in the same amounts reasonably expected of a prudent operator of the Business and the Assets;

(m)          not make any change in, or accelerate the vesting of, the compensation or benefits payable or to become payable to, or grant any severance or termination pay to, any Business Employees (other than (i) in the ordinary course of business consistent with past practice, (ii) to accelerate the vesting of certain stock options, and restricted stock awards for Business Employees who are part of the “management group”, or (iii) as contemplated by this Agreement, including Section 6.7);

(n)           not negotiate, enter into or amend any Employment Agreement, Labor Agreement, or Employee Benefit Plan or arrangement with respect to any Business Employee (other than (i) as required by Law, (ii) in connection with the hiring of any new employee, (iii) pertaining to a restart bonus with respect to the LOU Facility, or (iv) as contemplated by this Agreement);

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(o)           not plan, announce, implement or effect any reduction in labor force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of Business Employees, other than routine individual employee terminations for cause or following performance reviews or with regard to Business Employees primarily engaged in the Polymers Business and not hired by Purchaser at the Polymers Closing;

(p)           unless required by Law, not plan, announce, implement or effect any transfer of Business Employees to any business affiliated in any way to any Seller other than with respect to the transfer of Business Employees primarily engaged in the Polymers Business and not hired by the Purchaser at the Polymers Closing;

(q)           continue to maintain books and records of the Business on a basis consistent with past practice;

(r)            maintain during their respective terms and, as necessary, take all commercially reasonable steps to renew, in the ordinary course of business consistent with past practice, all material Licenses necessary for the operation of the Business;

(s)           continue its ongoing construction projects substantially in accordance with the Business Plan;

(t)            not negotiate, enter into, modify or amend, any provisions of the LOU Rebuild Contracts with respect to performance measures or standards related to the quality of workmanship or materials; and

(u)           not authorize, commit or agree to take any of the foregoing actions to the extent they are prohibited under this Section 6.1;

provided, however, that nothing contained in this Section 6.1 shall apply to the Excluded Assets (other than the Peru Site) or to the matters set forth on Schedule 6.1, and the Sellers shall have the right to take (or fail to take) any action with respect to such Excluded Assets or such matters without restriction.

Section 6.2             Inspection and Access to Information.  During the period that commenced on the Original APA Date and will end on either the Polymers Closing Date or the Base Chemicals Closing Date, as the case may be, upon reasonable request, with reasonable advance notice, during normal business hours and consistent with applicable Law, each Seller shall (and shall cause the officers, directors, employees, auditors, consultants, representatives, and agents of the Sellers to) (i) provide the Purchaser and its accountants, financing sources, lenders, investment bankers, counsel, and environmental consultants reasonable access to the Facilities and other Assets (including allowing operations personnel of the Purchaser to remain on-site full-time with open access to the Facilities located at the Port Arthur Site and the Odessa Site), the executive officers of the Sellers responsible for the Business, the Assumed Contracts and the books, records and other information (including property Tax Returns filed and those in preparation) related to the Business, the Facilities and other Assets, or the Assumed Liabilities, (ii) to the extent permitted by any applicable contractual restrictions, furnish to the Purchaser and its authorized representatives, promptly upon reasonable request therefor, any and all financial,

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technical, environmental, operating data, customer and supplier information including payment history and payment terms and other information pertaining to the Business, the Facilities and other Assets, or the Assumed Liabilities and (iii) reasonably cooperate with the Purchaser so that the Purchaser may obtain information concerning the Business, the Facilities and other Assets, and the Assumed Liabilities from Governmental Entities; provided, however, that (A) the Purchaser shall observe, and shall cause those granted access through the Purchaser to observe, the restrictions regarding Huntsman Confidential Information set forth in the Confidentiality Agreement and any other existing confidentiality restrictions binding on the Sellers of which the Sellers make the Purchaser aware, (B) the Purchaser may not conduct invasive or destructive sampling or testing, (C) the inspection and access rights described in this Section 6.2 shall be subject to compliance with the Sellers’ safety rules, and (D) the Sellers shall not be obligated to share information covered by the attorney-client, work product or any other legal privilege.  With respect to any claims by the Purchaser’s representatives or employees arising from the access contemplated in this Section 6.2, the Purchaser shall indemnify and hold harmless the Seller Indemnified Parties for any such claims to the extent such claims are caused by the Purchaser or the Purchaser’s employees or representatives, and the Sellers shall indemnify and hold harmless the Purchaser Indemnified Parties for any such claims to the extent they are caused by the Sellers or the Sellers’ employees or representatives.

Section 6.3             Financial Statements.

(a)           The Sellers have delivered to the Purchaser a balance sheet of the Business as of December 31, 2006 and statements of operations, parent’s net investment and advances and cash flows of the Business for the year ended December 31, 2006, together with an opinion and report thereon of Deloitte consistent with the opinion and report of Deloitte (without qualification or exception) on the Financial Statements described in clause (i) of the definition thereof (the “2006 Audited Financials”); provided, however, that the 2006 Audited Financials will have been prepared on a basis that includes the business conducted by the Sellers at the Mansonville Site as of the Original APA Date and excludes the business conducted by the Sellers as of the Original APA Date related to the amorphous polyalphaolefins business of the Sellers.

(b)           As promptly as practicable following each quarterly accounting period ending subsequent to December 31, 2006 and prior to the Polymers Closing Date (but not later than 45 days thereafter), the Sellers shall deliver to the Purchaser an unaudited balance sheet of the Business as of the end of the subject quarterly period, and the related statements of operations for the year-to-date period ending at the end of the subject quarterly period, prepared on a basis consistent with the 2006 Audited Financials, except that no footnote disclosures will be provided.  As promptly as practicable following each quarterly accounting period ending after the Polymers Closing Date and prior to the Base Chemicals Closing Date (but not later than 45 days thereafter), the Sellers shall deliver to the Purchaser an unaudited balance sheet of the Business (which for any period after the Polymers Closing, will not include information related to the Polymers Business) as of the end of the subject quarterly period, and the related statements of operations for the year-to-date period ending at the end of the subject quarterly period (which for any period after the Polymers Closing, will not include information related to

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the Polymers Business), prepared on a basis consistent with the 2006 Audited Financials, except that no footnote disclosures will be provided.

(c)           Until the Polymers Closing Date, the Sellers shall deliver to the Purchaser monthly management reports regarding the Business in the form of Schedule 6.3(c).  From and after the Polymers Closing Date until the Base Chemicals Closing Date, the Sellers shall deliver to the Purchaser monthly management reports regarding the Base Chemicals Business in the form of such Schedule 6.3(c).

(d)           The Sellers shall be responsible for any and all fees or expenses of Deloitte and any other fees or expenses incurred in connection with the preparation and audit of the Financial Statements.

Section 6.4             Reasonable Efforts; Further Assurances; Cooperation.  Subject to the other provisions hereof, each Party shall use all commercially reasonable efforts to perform its obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law, to obtain all consents required as described on Schedule 4.11, Parts A and B and Schedule 4.4(c)-2, Parts 1-5 and all regulatory approvals, to satisfy all conditions to its obligations hereunder and to cause the transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Expiration Date and shall cooperate fully wi