California MCLE - Sale and Purchase Agreement - Huntsman Petrochemicals (UK) Holdings, Huntsman International LLC, Sabic UK Petrochemicals Holdings Ltd. and Sabic Europe BV

SALE AND PURCHASE AGREEMENT

DATED SEPTEMBER 27, 2006

BETWEEN:

1. HUNTSMAN PETROCHEMICALS (UK) HOLDINGS, an unlimited company registered in England and Wales under registered number 05411362 whose registered office is at Haverton Hill Road, Billingham, Cleveland TS23 1PS (the “Vendor”);

2. HUNTSMAN INTERNATIONAL LLC, a limited liability company formed under the laws of Delaware, whose principal place of business is at 500 Huntsman Way, Salt Lake City, Utah, the United States of America (the “Vendor’s Guarantor”);

3. SABIC UK PETROCHEMICALS HOLDINGS LIMITED, a company registered in England and Wales under registered number 05947494 whose registered office is at 10 Norwich Street, London, EC4A 1BD (the “Purchaser”);

AND

4. SABIC EUROPE B.V., a private company with limited liability incorporated and existing under the laws of The Netherlands with its seat in Heerlen, The Netherlands, and its principal place of business at 6135 LD Sittard, Europaboulevard 1, The Netherlands, and registered at the Trade Register of the Chamber of Commerce and Industries for Zuid-Limburg under number 14073237. (the “Purchaser’s Guarantor”).

WHEREAS:

The Vendor has agreed to sell and the Purchaser has agreed to purchase and pay for the Shares (as defined in this Agreement) for the consideration specified in and on the terms of this Agreement.

WHEREBY IT IS AGREED as follows:

1. INTERPRETATION

(a) Certain words and expressions used in, and principles of interpretation applicable to, this Agreement are defined, or as the case may be set out, in Schedule 1.

(b) The Schedules form part of this Agreement and shall have the same force and effect as if set out in the body of this Agreement and any reference to this Agreement shall include the Schedules.

2. CONDITIONS

(a) The obligations of the Vendor and the Purchaser under this Agreement (other than those contained in this Clause 2, Clause 8 and Clauses 26 to 28 and Clauses 30 to 40 which are unconditional) are conditional in all respects upon:

(i) the European Commission having issued a decision under Council Regulation (EC) No. 139/2004 (the “Merger Regulation”) (or being deemed to have done so under Article 10(6) of the Merger Regulation) declaring the purchase of the Shares by the Purchaser compatible with the common market and/or, if any aspect of the acquisition is referred to a competent authority of a European Union or EFTA State or more than one such competent authorities under Article 9 of the Merger Regulation, confirmation having been received from each such competent authority that the purchase of the Shares by the Purchaser may proceed;

(ii) the receipt of evidence in a form and substance reasonably satisfactory to the Vendor and the Purchaser that, if required, all other regulatory consents and appraisals have been received, all filings have been made and all waiting periods have expired or been terminated in relation to the transactions contemplated in this Agreement pursuant to the applicable laws of any jurisdiction, including without limitation, the Hart Scott Rodino Anti-Trust Improvements Act of 1976 (as amended) of the United States of America;

(iii) either (a) no factual information that has not been fairly disclosed in the Disclosure Letter or the Data Room or that has not been delivered prior to the date hereof to the Purchaser’s Solicitors expressly in the context of their review of the LDPE Technology Licence (such information being referred to in this Clause 2(a)(iii) as “new information”) coming to the attention of either the Vendor or the Purchaser which relates to the period prior to the date hereof and which is relevant to the interpretation of the LDPE Technology Licence (and for the avoidance of doubt, ExxonMobil’s reaction, of itself (as opposed to any new information put forward as the basis for, or in connection with such reaction), to the transactions contemplated by this Agreement will not be treated as a fact which is relevant to the interpretation of the LDPE Technology Licence), or (b) if such new information does come to the attention of the Vendor or the Purchaser, the obtaining of an opinion pursuant to Clause 9(b) or Clause 9(c) in relation to the LDPE Technology Licence which gives the confirmations contemplated by Clause 9(b)(ii) or Clause 9(c)(ii) (as the case may be);

(iv) the receipt of the items set out in paragraph 2(A) of Schedule 5 (“Pensions”);

(v) the completion of the steps set out in Schedule 11 (“Pre-sale Reorganisation”);

(vi) no event or circumstance, other than an event or circumstance which is constituted by matters which pertain either to general economic conditions affecting the United Kingdom, European or world economy or to conditions in the petrochemicals industry generally, having occurred which has or is more than likely to have a material adverse effect on the financial or operational condition of the Company;

(vii) the Vendor having complied in all material respects with its obligations under Clause 8 (or, if the Vendor has failed to comply in all material respects with such obligations, such failure not having been remedied on or before Completion);

(viii) no event or circumstance having occurred or been discovered which, if the Purchaser were to proceed to Completion, would entitle the Purchaser to bring a claim (or claims

in aggregate) for one or more breaches of Warranty and which would have (or would be more than likely to have) a material adverse effect on the Company, or a claim (or claims in aggregate) for a material amount under the Environmental Covenant;

(ix) no event or circumstance, other than an event or circumstance which is constituted by matters which pertain either to general economic conditions affecting the United Kingdom, European or world economy or to conditions in the petrochemicals industry generally, having occurred or been discovered which, if the Warranties were repeated immediately before Completion, would have constituted a breach of Warranty and which would have (or would be more than likely to have) a material adverse effect on the Company; and

(x) no order or judgment of any court or governmental, statutory or regulatory body having been issued or made prior to Completion, and no legal or regulatory requirement remaining to be satisfied, which has the effect of making unlawful or otherwise prohibiting either (i) the transfer of the Shares to the Purchaser or (ii) the transactions contemplated by this Agreement other than the transfer of the Shares to the Purchaser (in the case of (ii) only) to a material extent.

(b) The Vendor shall use all reasonable endeavours promptly to procure the satisfaction of the conditions set out in sub-clause (a)(i), (ii), (iv), (v), (vii) and (x). The Purchaser shall use all reasonable endeavours promptly to procure the satisfaction of the conditions set out in sub-clause (a)(i), (ii), (iv), and (x)

(c) Without prejudice to sub-clause (b) above, but subject to sub-clause (e) below, the Purchaser shall, as promptly as practicable, take all reasonable steps within its control (including making filings and notifications and providing undertakings to merger control authorities where such undertakings would not have a material adverse effect on the value of the Acquired Business) to obtain all consents, approvals or actions of any governmental or regulatory body or any other person which are required in order to complete the sale and purchase of the Shares including without limitation:

(i) providing information which is requested by any such governmental or regulatory body or other person;

(ii) co-operating with and assisting the Vendor and the Company to obtain any consents, approvals or actions of any governmental or regulatory body or other person required by either the Vendor or the Company;

(iii) notifying the Vendor, and providing copies, of any communications from any such governmental or regulatory body or other person in relation to obtaining any such consent, approval or action;

(iv) disclosing to the Vendor or the Vendor’s advisers any information relating to the Purchaser or the Purchaser’s Group as may be reasonably required by the Vendor for the purposes of obtaining any such consent, approval or action; and

(v) where requested by the Vendor, providing the Vendor (or advisers nominated by the Vendor) with draft copies of all submissions and communications to governmental or regulatory bodies or other persons at such time as will allow the Vendor a reasonable opportunity to provide comments on such submissions and communications before they are submitted or sent and amending all such submissions or communications in accordance with the reasonable requirements of the Vendor (or such nominated advisers) and providing the Vendor (or such nominated advisers) with copies of all such submissions and communications in the form submitted or sent.

(d) Without prejudice to sub-clause (b) above, the Vendor shall, so far as is reasonably necessary, and as promptly as practicable, provide the Purchaser with such reasonable assistance as the Purchaser may reasonably require for the purpose of fulfilling the Purchaser’s obligations under sub-clause (c) above, including without limitation:

(i) providing information which is requested by any governmental or regulatory body or other persons whose consents, approvals or other actions are required in order to permit completion of the transactions contemplated by this Agreement, including information which the Purchaser reasonably considers necessary for it to make all notifications and filings to any such body or person;

(ii) co-operating with and assisting the Purchaser and the Company to obtain any consents, approvals or actions of any governmental or regulatory body or other person required by either the Purchaser or the Company;

(iii) notifying the Purchaser, and providing copies, of any communications from any such governmental or regulatory body or other persons in relation to obtaining any such consent, approval or action where such communications have not been independently or simultaneously supplied to the Purchaser;

(iv) where requested by the Purchaser, providing the Purchaser (or advisers nominated by the Purchaser) with draft copies of all submissions and communications to governmental or regulatory bodies or other persons at such time as will allow the Purchaser a reasonable opportunity to provide comments on such submissions and communications before they are submitted or sent and amending all such submissions or communications in accordance with the reasonable requirements of the Purchaser (or such nominated advisers); and providing the Purchaser (or such nominated advisers) with copies of all such submissions and communications in the form submitted or sent.

(e) Nothing in this Clause 2 shall impose any obligation on any party to:

(i) enter into agreements to hold separate or dispose of any part of the businesses of the Vendor’s Group or the Purchaser’s Group (as the case may be); or

(ii) enter into agreements to supply any products; or

(iii) enter into agreements other than on commercially reasonable terms; or

(iv) enter into any consent judgment, consent agreement or undertaking in relation to any part of its business which competes with all or part of the Acquired Business; or

(v) disclose confidential information relating to its financial or business affairs to any person other than to another party to this Agreement or such other party’s legal advisors or to governmental or regulatory authorities; or

(vi) where that party is obliged under this Clause 2 to disclose confidential information relating to its financial or business affairs to another party to this Agreement or its legal advisers, disclose such information beyond the extent necessary to enable such other party to comply with its obligations under this Clause 2 (which may, by way of example, involve disclosure of specific information to legal advisers on the basis that it will not be disclosed to such other party).

(f) The conditions set out in sub-clauses (a)(i), (ii), (iv), (v), (viii) and (x) may only be waived by the written agreement of each party to this Agreement. The conditions set out in sub-clauses (a)(iii), (vi), (vii) and (ix) may be waived in writing by the Purchaser alone. For the avoidance of doubt, any such waiver by the Purchaser shall not in any respect constitute a waiver by the Purchaser of any rights which it might have in respect of the circumstances giving rise to the non-satisfaction of the relevant condition, including but not limited to any right which it may have to bring a claim for breach of warranty in the case of the non-satisfaction of the conditions set out in sub-clauses (a)(viii) or (ix), provided that if new information (as defined in sub-clause (a)(iii)) emerges in relation to the LDPE Technology Licence and the Purchaser waives the condition set out in sub-clause (a)(iii), that new information shall be deemed to have been fairly disclosed in the Disclosure Letter and the Purchaser’s rights to bring a claim for breach of Warranty in respect of the Warranties contained in paragraph 49 or, insofar as it relates to the LDPE Technology Licence, paragraph 51(A), of Schedule 3 shall be limited accordingly.

(g) If any fact which makes any of the conditions set out in sub-clause (a) incapable of being satisfied on or before the relevant Termination Date comes to the knowledge of any party at any time prior to Completion then that party shall notify the others of that fact and any party shall be entitled to treat this Agreement as terminated by written notice to the others provided that (i) no party shall be entitled to treat this Agreement as terminated where that party is in breach of its obligations under this Clause where such breach has contributed materially to the non-satisfaction of the condition and (ii) no party other than the Purchaser or the Purchaser’s Guarantor shall be entitled to treat this Agreement as terminated by reference to the incapability of satisfaction of any of the conditions the satisfaction of which may be waived by the Purchaser alone, unless and until the Purchaser states in writing that it will not waive that condition.

(h) If the conditions set out in sub-clause (a) are not satisfied or waived in accordance with sub-clause (f) on or before the relevant Termination Date, this Agreement shall automatically terminate.

(i) If this Agreement is terminated or terminates pursuant to this Clause then the obligations of each party under this Agreement (except for obligations under this Clause 2 and Clauses 26 to 28 and Clauses 30 to 40) shall automatically terminate provided that the rights and liabilities of

the parties which have accrued prior to termination shall subsist and provided further that, for the avoidance of doubt, no rights and liabilities in respect of the Warranties or in respect of any breach of Clause 8 shall subsist following such termination. The only remedy available to any party (i) for another party’s failure to use all reasonable endeavours pursuant to sub-clause 2(b), or (ii) where the failure to satisfy a condition under Clause 2(a) has been caused by the Vendor’s breach of Clause 8 or a breach of a Warranty, shall in either case be compensation for wasted costs and expenses incurred in connection with negotiating this Agreement and carrying out due diligence on the Company, and such remedy shall only be available to the extent that such other party could reasonably have prevented such failure or breach.

3. SALE AND PURCHASE

(a) On the terms set out in this Agreement, the Vendor shall sell and the Purchaser shall purchase the legal and beneficial ownership of the Shares as at and with effect from Completion together with all rights attached or accruing to them at Completion.

(b) The Vendor undertakes that the Shares shall be transferred at Completion free from all liens, charges and encumbrances and all other rights in favour of or exercisable by third parties.

(c) The Purchaser shall be entitled from Completion to exercise all rights attached or accruing to the Shares, including, without limitation, the right to receive all dividends or distributions or any return of capital declared, paid or made by the Company, on or after the Completion Date.

(d) The Vendor (for itself and on behalf of any other relevant member of the Vendor’s Group) waives all rights of pre-emption over the Shares, howsoever conferred and shall procure that no later than Completion all such rights of pre-emption and any other similar or comparable rights over or in respect of the Shares conferred upon any other person are waived so as to permit the sale and purchase of the Shares hereunder.

(e) For the avoidance of doubt, Part I of the Law of Property (Miscellaneous Provisions) Act 1994 shall not apply for the purpose of this Clause 3.

4. CONSIDERATION

(a) The initial aggregate consideration payable at Completion for the sale of the Shares shall be the payment by the Purchaser to the Vendor of the Debt Free Price:

(i) plus the Provisional Cash Amount;

(ii) less the aggregate of the Provisional Third Party Debt Amount and the Provisional Intra-Group Debt Amount;

(iii) either:

(A) plus the difference between the Provisional Working Capital and the Target Working Capital, if the Provisional Working Capital is greater than the Target Working Capital; or

(B) less the difference between the Provisional Working Capital and the Target Working Capital, if the Provisional Working Capital is less than the Target Working Capital;

(iv) either:

(A) less the amount (if any) by which the Provisional Actual Expenditure is less than $208,000,000; or

(B) plus the amount (if any) by which the Provisional Actual Expenditure is more than $208,000,000; and

(v) less the amount (if any) by which the Provisional Forecast Expenditure is more than $360,000,000,

provided the adjustments in (i), (ii), (iv) and (v) (but excluding the adjustment in (iv)(B)) above shall only apply to the extent that they do not result in an amount over the Debt Free Price being payable,

(the “Initial Cash Consideration”) (such payment to be made in accordance with Clause 10).

Between the date of this Agreement and Completion, the parties will procure that their respective accountants or financial personnel will meet with a view to agreeing the methodology for determining the provisional amounts specified in (i) to (v) above with a view to ensuring that those provisional amounts are as accurate as possible. Where the parties do not agree prior to Completion on a methodology for determining any such provisional amount, the relevant provisional amount shall be as estimated in good faith by the Vendor. Where the parties agree on a methodology in relation to any such provisional amount prior to Completion, the Vendor shall use such methodology in estimating such provisional amount.

Not less than 2 Business Days prior to the Completion Date the Vendor will notify the Purchaser in writing of its estimates of the Provisional Cash Amount, the Provisional Third Party Debt Amount, the Provisional Intra-Group Debt Amount, the Provisional Working Capital, the Provisional Actual Expenditure and the Provisional Forecast Expenditure together with supporting documentation and a statement signed by the CFO (Chief Financial Officer) of the Vendor’s Guarantor confirming that the estimates have been determined in good faith and are believed by him (without assuming personal liability) to be fair.

(b) Following determination of the Final Third Party Debt Amount, the Final Intra-Group Debt Amount, the Final Cash Amount, the Actual Expenditure, the Forecast Expenditure and the Completion Working Capital, in accordance with the provisions of Clauses 5, 6 and 7 and Schedule 10, the Initial Cash Consideration shall be adjusted to take account of payments made pursuant to those Clauses in order to determine the final aggregate cash consideration for the sale of the Shares (the “Final Cash Consideration”), provided that:

(i) the adjustments to the Initial Cash Consideration pursuant to Clauses 5(a)(i) to (iv), 6 and 7 and Schedule 10 (excluding any adjustment under paragraph 3(A)(i) of Schedule 10 and any interest under Clauses 5(a) or 6(b)) shall apply only to the extent

that they do not cause the Final Cash Consideration (excluding any reduction by virtue of paragraph 14 of Schedule 4) to exceed the Debt Free Price; and

(ii) any upward adjustment to the Initial Cash Consideration in relation to Actual Expenditure pursuant to paragraph 3(A)(i) of Schedule 10 or in relation to Completion Working Capital pursuant to Clause 5(a)(v) and (vi) or in relation to interest under Clauses 5(a) or 6(b) will apply regardless of the extent it causes the Final Cash Consideration to exceed the Debt Free Price.

(c) The Initial Cash Consideration, the Final Cash Consideration, any payments made pursuant to Clauses 5, 6 and 7 and Schedule 10, and any other payment made under this Agreement to the Vendor shall be exclusive of any amount in respect of VAT.

5. CASH/THIRD PARTY DEBT/WORKING CAPITAL ADJUSTMENT

(a) Subject to Clause 4(b), if:

(i) the Final Cash Amount is greater than the Provisional Cash Amount, then the Purchaser shall pay to the Vendor an amount equal to the difference;

(ii) the Final Cash Amount is less than the Provisional Cash Amount, then the Vendor shall pay to the Purchaser an amount equal to the difference;

(iii) the Final Third Party Debt Amount is greater than the Provisional Third Party Debt Amount, then the Vendor shall pay to the Purchaser an amount equal to the difference;

(iv) the Final Third Party Debt Amount is less than the Provisional Third Party Debt Amount, then the Purchaser shall pay to the Vendor an amount equal to the difference;

(v) the Completion Working Capital is greater than the Target Working Capital, then the Purchaser shall pay to the Vendor an amount equal to the difference,

(A) less the amount paid by the Purchaser to the Vendor pursuant to Clause 4(a)(iii)(A) (if any); or

(B) plus the amount deducted from the Initial Cash Consideration pursuant to Clause 4(a)(iii)(B) (if any);

(vi) the Completion Working Capital is less than the Target Working Capital, then the Vendor shall pay to the Purchaser an amount equal to the difference,

(A) less the amount deducted from the Initial Cash Consideration pursuant to Clause 4(a)(iii)(B) (if any); or

(B) plus the amount paid by the Purchaser to the Vendor pursuant to Clause 4(a)(iii)(A) (if any),

provided that the above payments shall be netted-off against each other and, within five Business Days of the final agreement or determination of the Final Cash Amount, the Final Third Party Debt Amount and the Completion Working Capital, the Vendor shall be obliged to pay the Purchaser the net balance or the Purchaser shall be obliged to pay the Vendor the net balance, as the case may be, together with an amount equal to interest on the net balance at the Agreed Rate (accrued daily) for the period from the Completion Date to the date of payment. Any payment under this sub-clause 5(a) shall constitute an adjustment to the Initial Cash Consideration.

(b) Within 20 Business Days of Completion, the Vendor shall notify the Purchaser of its calculation of the Final Cash Amount, the Final Third Party Debt Amount and the Completion Working Capital together with reasonably detailed supporting documentation. The Purchaser shall notify the Vendor of any dispute in relation to any such amount within 30 Business Days of the date of the Vendor’s notice and shall provide reasonable details of the grounds for disputing such amount and (so far as reasonably practicable) of the amount which the Purchaser believes in good faith to be the correct amount for such Final Cash Amount, Final Third Party Debt Amount or Completion Working Capital. The Purchaser shall be deemed to have agreed to the Final Cash Amount, Final Third Party Debt Amount or Completion Working Capital (as the case may be) which it does not so dispute within 30 Business Days of the date of the Vendor’s notice.

(c) If the Purchaser serves notice of a dispute in accordance with sub-clause 5(b), and if the Vendor and the Purchaser are unable to agree any of the Final Cash Amount, Final Third Party Debt Amount or Completion Working Capital within 15 Business Days of the date of the Purchaser’s notice referred to in sub-clause 5(b) (or such longer period as they may agree), then the determination of such Final Cash Amount, Final Third Party Debt Amount or Completion Working Capital shall be referred for determination to the Expert who shall be instructed to notify both the Vendor and the Purchaser of his determination and of the reasons for it within 20 Business Days of such referral. In making his determination the Expert shall act as expert and not arbitrator and his determination shall, in the absence of manifest error, be final and binding and deemed to have been accepted and approved by the Vendor and the Purchaser and shall be deemed to constitute the Final Cash Amount, Final Third Party Debt Amount or Completion Working Capital (as the case may be) for all purposes of this Agreement. The fees and costs of the Expert incurred under this Clause 5 shall be paid as to one-half by the Vendor and one-half by the Purchaser unless otherwise directed by the Expert (who shall have the authority to make such direction if he deems it equitable).

(d) For the purposes of determining and agreeing the Final Cash Amount, Final Third Party Debt Amount or Completion Working Capital the Purchaser shall, and shall procure that the Company shall, give the Vendor and the Expert reasonable access at all reasonable times to all books and records relating to such Final Cash Amount, Final Third Party Debt Amount or Completion Working Capital in their respective possession or control and the Vendor shall as soon as reasonably practicable respond to all reasonable enquiries and provide such relevant information reasonably within its control as may be reasonably requested by the Purchaser and/or the Expert for that purpose.

(e) In determining the Final Cash Amount, the Final Third Party Debt Amount and Completion Working Capital the definitions, principles, policies, procedures and methods and practices of accounting set out in Attachment IV shall be applied.

(f) All payments referred to in this Clause 5 shall be made in immediately available funds to the Purchaser’s Bank Account or (as the case may be) the Vendor’s Bank Account.

(g) The Vendor undertakes that it will identify to the Purchaser no later than the time of delivery of the Vendor’s notice referred to in Clause 5(b) all items which are properly to be included in the Final Third Party Debt Amount.

6. INTRA-GROUP DEBTS

(a) The Purchaser shall immediately prior to Completion advance to the Company on loan a sum sufficient to enable the Company to repay the amount (if any) owed by it to the Vendor’s Group taken into account within the Provisional Intra-Group Debt Amount, and the Vendor shall procure that, immediately after receipt of that sum, but prior to Completion, (i) such sum shall be paid by the Company to the Vendor (as trustee for the relevant members of the Vendor’s Group) in repayment of such amount, and (ii) the relevant member of the Vendor’s Group shall repay to the Company the amount (if any) owed to the Company taken into account within the Provisional Intra-Group Debt Amount provided that the price adjustments under Clauses 4, 5 and 6 shall be made disregarding such loan and the payments in (i) and (ii) above, and the Vendor shall prepare its notifications under sub-clauses 4(a) and 5(b) disregarding such loan and such payments (and for the avoidance of doubt this sub-clause 6(a) does not affect the Vendor’s ability to prepare such notifications taking into account any cash that will be applied to reduce the Final Intra-Group Debt Amount up until immediately before such loan and such payments).

(b) Subject to Clause 4(b), in relation to the Final Intra-Group Debt Amount:

(i) if the Final Intra-Group Debt Amount is greater than the Provisional Intra-Group Debt Amount then the Vendor shall pay an amount equal to the difference, together with an amount equivalent to interest which has accrued on the amount of the difference outstanding from time to time at the Agreed Rate for the period from the Completion Date to the date the relevant difference is repaid, to the Purchaser within ten Business Days of the agreement or determination of such Final Intra-Group Debt Amount;

(ii) if the Final Intra-Group Debt Amount is less than the Provisional Intra-Group Debt Amount then the Purchaser shall pay an amount equal to the difference, together with an amount equivalent to interest which has accrued on the amount of the difference outstanding from time to time at the Agreed Rate for the period from the Completion Date to the date the relevant difference is repaid, to the Vendor within ten Business Days of the agreement or determination of such Final Intra-Group Debt Amount.

(c) Payments to be made under this Clause 6 from the Purchaser to the Vendor or vice versa shall constitute an adjustment to the Initial Cash Consideration.

(d) Within 20 Business Days of Completion, the Vendor shall notify the Purchaser of the calculation of the Final Intra-Group Debt Amount owed by the Company together with reasonably detailed supporting documentation. The Purchaser shall notify the Vendor of any dispute in relation to any such amount within 30 Business Days of the date of the Vendor’s notice and shall provide reasonable details of the grounds for disputing such amount and (so far as reasonably practicable) of the amount which the Purchaser believes in good faith to be the correct amount for the Final Intra-Group Debt Amount. The Purchaser shall be deemed to have agreed to the Final Intra-Group Debt Amount if it does not so dispute within 30 Business Days of the date of the Vendor’s notice.

(e) If the Purchaser serves notice of a dispute in accordance with sub-clause 6(d), and if the Vendor and the Purchaser are unable to agree the Final Intra-Group Debt Amount within 15 Business Days of the date of the Purchaser’s notice referred to in sub-clause 6(d) (or such longer period as they may agree), then the determination of the Final Intra-Group Debt Amount may be referred for determination by any party to the Expert who shall be instructed to notify both the Vendor and the Purchaser of his determination and of the reasons for it within 20 Business Days of such referral. In making his determination the Expert shall act as expert and not arbitrator and his determination shall, in the absence of manifest error, be final and binding and deemed to have been accepted and approved by the Vendor and the Purchaser and shall be deemed to constitute the relevant Final Intra-Group Debt Amount for all purposes of this Agreement. The fees and costs of the Expert incurred under this Clause 6 shall be paid as to one-half by the Vendor and one-half by the Purchaser unless otherwise directed by the Expert (who shall have the authority to make such direction if he deems it equitable).

(f) For the purposes of determining and agreeing the Final Intra-Group Debt Amount the Purchaser shall, and shall procure that the Company shall, give the Vendor and the Expert reasonable access at all reasonable times to all books and records relating to such Final Intra-Group Debt Amount in their respective possession or control and the Vendor shall procure that each member of the Vendor’s Group shall give the Purchaser and the Expert reasonable access at all reasonable times to the books and records of each member of the Vendor’s Group relating to such Final Intra-Group Debt Amount and each party shall promptly respond to all reasonable enquiries and provide such other information within its control as may reasonably be requested by the other and/or the Expert for that purpose.

(g) In determining the Final Intra-Group Debt Amount, the definitions, principles, policies, procedures and methods and practices of accounting set out in Attachment IV shall be applied.

(h) All payments referred to in this Clause 6 shall be made in immediately available funds to the Vendor’s Account or, as the case may be, the Purchaser’s Account.

(i) The Vendor undertakes that it will identify to the Purchaser no later than the time of delivery of the Vendor’s notice referred to in Clause 6(d) above all items which are properly to be included in the Final Intra-Group Debt Amount.

7. WILTON LDPE PROJECT

The provisions of Schedule 10 shall apply in relation to the LDPE Project.

8. CONDUCT OF BUSINESS BEFORE COMPLETION

(a) Subject to sub-clause (b), between the date of this Agreement and Completion the Vendor shall procure that the Company shall not undertake any act or course of conduct (including in relation to operating the Acquired Business) which is outside the ordinary course of business. Subject to sub-clause (b), in particular (but without prejudice to the generality of the foregoing) the Vendor shall procure that the acts or matters specified in sub-clause (c) do not occur in relation to the Company without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed).

(b) Sub-clause 8(a) shall not operate so as to restrict or prevent:

(i) any matter reasonably undertaken in response to events beyond the control of any member of the Vendor’s Group or the Company, or within the control of the Vendor’s Group or the Company but which requires urgent or immediate response, in each case with the intention of minimising any adverse effect of such events;

(ii) the completion or performance of any obligations undertaken pursuant to any contract or arrangement entered into prior to the date of this Agreement (unless such contract or arrangement was entered into in contemplation of this Agreement and in order to avoid restrictions that would otherwise apply under this Clause), including, without limitation, the performance of any obligations in relation to joint purchasing arrangements as they have been carried on in the twelve months prior to the date of this Agreement;

(iii) any matter undertaken at the written request of the Purchaser;

(iv) any action or omission which any member of the Vendor’s Group or the Company is required to take or omit to take by any applicable law or regulation;

(v) any disposal of stocks, obsolete assets or redundant assets, or any disposal of cash, in each case as part of the ordinary running of the Acquired Business;

(vi) any matters that are contemplated by Schedule 11 (“Pre-Sale Reorganisation”);

(vii) the issue of shares by the Company to the Vendor in connection with the capitalisation of intra-group debt owed by the Company to any member of the Vendor’s Group; or

(viii) any actions, including the making of appropriate accounting entries, by the Company that are reasonably necessary for it to withdraw from the accounts receivable securitisation program that is operated by J P Morgan on behalf of the Vendor’s Group prior to Completion.

(i) any advancement of turnaround or any voluntary unscheduled shutdown of any primary operating units (but not voluntary shutdowns of other units), in each case which is outside the ordinary course of business;

(ii) any acquisition or disposal of, or of any rights in, any material asset including but not limited to by sale, lease, surrender, abandonment, exchange, gift or licence;

(iii) any declaration, authorisation, making or payment of a dividend whether in cash or in specie or dividend in kind or any reduction of capital;

(iv) any creation, allotment or issue or any grant of any option over or other right to subscribe or purchase, or any redemption or purchase of, any share or loan capital or securities of the Company or securities convertible into any of the foregoing;

(v) the entry by the Company into any material transaction or any agreement with any member of the Vendor’s Group excluding transactions entered into on the same or substantially equivalent terms as existing arrangements;

(vi) any creation or grant of any option, right to acquire, mortgage, charge, pledge, lien on, over or affecting the Shares and/or (other than a Permitted Encumbrance) the whole or any substantial part of the assets of the Company;

(vii) the making of any loan by the Company (other than the granting of trade credit in the ordinary course of the Acquired Business or other loans in the ordinary course of the Acquired Business) to any person (other than arm’s length loans to a member of the Vendor’s Group, any of the Company’s employees or any other employees of any member of the Vendor’s Group from time to time) and the entry into any other agreement which would require any amount to be recognised as a constituent of the Final Third Party Debt Amount at Completion;

(viii) any material amendment to the memorandum or articles of association of the Company;

(ix) any material change to the accounting practices or policies of the Company except where required by applicable accounting practices or principles coming into force, or in respect of financial periods ending, after the date of Completion;

(x) the acquisition of any body corporate or business or the entering into of any partnership or joint venture arrangement;

(xi) the entry into any material lease of Immovable Property except (a) in the ordinary course of the Acquired Business or (b) for renewals of existing leases on substantially similar terms;

(xii) the entry into any contract or commitment otherwise than in the ordinary course of business which is material, or which is of an unusual or abnormal nature, or which is material to the operation of the Acquired Business and is not expected to be fully performed within 24 months of such contract or commitment being entered into;

(xiii) the issue, sale, purchase, redemption or repurchase by the Company of any equity securities of the Company, excluding the issue of shares by the Company to the

Vendor in relation to the capitalisation of intra-group debt owed by the Company to members of the Vendor’s Group;

(xiv) the granting of any guarantees or indemnities by the Company, otherwise than in the ordinary course of the Acquired Business;

(xv) the settlement or compromise of any litigation or arbitration with a value of over £100,000;

(xvi) the entering into of any litigation, arbitration, mediation or similar formal dispute procedure (except debt recovery in the ordinary course, and save in circumstances where it is reasonable to do so in order to prevent a claim or potential claim becoming time-barred or in circumstances where it is reasonable to seek injunctive relief on an urgent basis);

(xvii) except in accordance with Clause 14 and Schedule 8, the termination of the employment (except for cause) or the material variation to the terms of employment (other than variations that are consistent with group-wide variations applying across the Vendor’s Group) of any employee whose base annual salary exceeds £50,000;

(xviii) except in accordance with Clause 14 and Schedule 8 or to fill a vacancy either existing at the time of this Agreement or created by the departure of an employee of the Company after the date of this Agreement, the employment of (a) any new employee with a base annual salary over £40,000, (b) any individual who, immediately prior to being employed by the Company, was employed by another member of the Vendor’s Group, or (c) any new employee who is to be solely or principally involved on the LDPE Project where such employment is not contemplated by the plan to be agreed by the Vendor and Purchaser relating to the LDPE Project;

(xix) the acts and matters referred to in paragraph 2(B) of Schedule 5 (“Pensions”);

(xx) cancellation of or any change to the terms of, or the doing (or failure to do) anything likely to result in the avoidance of, any insurance cover for the benefit of the Company or its assets;

(xxi) the entry into capital commitments (excluding capital commitments in relation to the LDPE Project) between the date of this Agreement and Completion of an aggregate amount in excess of $5,000,000;

(xxii) the entry into any agreement or the voluntary assumption of any legal obligation to do any of the acts and matters specified in this sub-clause 8(c);

(xxiii) the material variation of any agreement or transaction which the Company would by virtue of this sub-clause 8(c) have been prevented from entering into; and

(xxiv) the adoption or variation of any material employee bonus or incentive scheme (including performance targets).

(d) From the date hereof until the Completion Date, the Vendor will give, and will cause the Company to give, the Purchaser and its representatives such reasonable information in respect of the Company as the Purchaser may reasonably request and notice of any matter coming to the knowledge of Sam Scruggs, Jim Moore, Michael Maughan, Mahomed Maiter, John O’Neill, Paul Booth, Michael Ducker or Ronald Grant after the date of this Agreement which the relevant individual is aware or ought reasonably to have been aware constitutes a breach of this Clause 8 or any of the Warranties. The Vendor undertakes that immediately prior to Completion the individuals listed in Schedule 1 in the definition of “so far as the Vendor is aware” will be consulted by one or more of the individuals named in the preceding sentence of this paragraph in order to determine whether a notification is required under this sub-clause in relation to a breach of this Clause 8 or any of the Warranties.

(e) Subject to sub-clause (b), between the date of this Agreement and Completion, the Vendor will comply with, and procure that the Company complies with, the conduct of business provisions contained in paragraph 1 of Schedule 10 (“Wilton LDPE Project”).

(f) Between the date of this Agreement and Completion the Vendor shall procure that the Company shall not depart in any material respect from existing commitments to capital expenditure, excluding any such commitments to the extent they relate to “Project X”, being the proposal to convert the Arosolvar unit to naphtha processing in order to increase feed-product differentials.

(g) The Vendor shall procure that the Company shall by no later than immediately before Completion repay any amount owed to the Vendor’s Group properly to be regarded as within the Intra-Group Balances to the Vendor (as trustee for the relevant members of the Vendors’ Group) and the Vendor shall procure that the relevant member of the Vendor’s Group shall repay any amount owed to the Company properly to be regarded as within the Intra-Group Balances to the Company. Such repayment shall be made in immediately available funds and in the currency in which the relevant amount was expressed to be repayable regardless of whether relevant amounts are then due or payable such that following the repayments contemplated by this sub-clause, Intra-Group Balances as at Completion will be zero. Subject to the following sentence, if following Completion, it is discovered that any Intra Group Balance remains after such repayment, whether owing by the Company or by a member of the Vendor’s Group, such remaining Intra-Group Balance shall be written off by the Company and the relevant member of the Vendor’s Group. Where any such remaining Intra-Group Balances are owed to the Company and, had all such Intra-Group Balances been settled immediately prior to Completion, that settlement would have resulted in an increase in the Initial Cash Consideration pursuant to an adjustment under Clause 4(a)(i) or (ii), but for the fact that such increase was prevented or limited under Clause 4(a) by virtue of it otherwise resulting in an amount over the Debt Free Price being payable, then to the extent only that such increase would have been so prevented or limited, the Company shall not be obliged to write off such remaining Intra-Group Balances.

(h) Following the date of this Agreement and prior to the Completion Date the Vendor shall be permitted to procure that the Company completes the Lease.

(i) Following the date of this Agreement and prior to the Completion Date the Vendor shall be permitted to procure that the Company carries out or procures the carrying out of the Outstanding Refurbishment Works. Following the Completion Date, the Purchaser shall procure that the Company carries out or procures the carrying out of the Outstanding Refurbishment Works.

(j) The Purchaser shall pay to the Vendor on the Completion Date the sum of £0.35 million exclusive of VAT (if applicable) towards the Outstanding Refurbishment Cost. The Outstanding Refurbishment Cost itself shall be met by the Vendor as and when such costs fall due.

(k) Following the date of this Agreement and prior to the Completion Date and to the extent not already implemented by the Company, the Vendor will be permitted at its own expense to continue to negotiate on behalf of the Company a 10% reduction in the surplus floor space demised by the Lease in accordance with clause 6.7 of the Lease and/or at its own expense to otherwise negotiate a reduction in surplus floor space demised by the Lease on terms which do not involve the Company incurring any cost or expense not fully for the account of the Vendor.

9. LDPE TECHNOLOGY LICENCE

(a) From the date hereof until the Completion Date, the Vendor will not, and will procure that the Company will not, agree to any amendment to the terms of the LDPE Technology Licence.

(b) If, between the date hereof until the Completion Date, any new information (and “new information” shall for the purposes of this Clause have the meaning ascribed to it in Clause 2(a)(iii)) comes to the attention of either the Vendor or the Purchaser which relates to the period prior to the date hereof and which is relevant to the interpretation of the LDPE Technology Licence, the Vendor or the Purchaser (as the case may be) shall promptly inform the other and thereafter the Vendor and the Purchaser shall as soon as reasonably practicable and on a shared cost basis jointly instruct Lord Grabiner Q.C. by:

(i) providing him with the new information that has emerged; and

(ii) seeking an opinion confirming that such new information would not change the conclusion in paragraph 16 of his opinion, given on 6 September 2006, that the terms of the LDPE Technology Licence do not permit ExxonMobil either to terminate such licence or to accelerate the payment of royalties under such licence in each case as a result of the proposed sale of the Company to the Purchaser and that such claims, if put forward by ExxonMobil before a court or arbitrator correctly applying English law, would fail.

(c) In the event that Lord Grabiner Q.C. is not available, by reason of death, incapacity or otherwise, to provide this second opinion, the Vendor and the Purchaser shall as soon as reasonably practicable and on a shared cost basis jointly instruct Laurence Rabinowitz Q.C., or in the event of his unavailability, Mark Barnes Q.C., by:

(i) providing him with the instructions previously given to Lord Grabiner Q.C. and a copy of his opinion, together with the new information and a copy of the LDPE Technology Licence; and

(ii) seeking an opinion confirming that, taking into account such new information, he would conclude that the terms of the LDPE Technology Licence do not permit ExxonMobil either to terminate such licence or to accelerate the payment of royalties under such licence in each case as a result of the proposed sale of the Company to the Purchaser and that such claims, if put forward by ExxonMobil before a court or arbitrator correctly applying English law, would fail.

(d) Prior to Completion, the Purchaser may engage in discussions with ExxonMobil in relation to the LDPE Technology Licence, provided that such discussions are limited to appropriate ring-fencing protections to both the Purchaser and ExxonMobil relative to each party’s LDPE technology and know-how. If, in the context of such discussions, ExxonMobil indicates that the sale of the Company might have an adverse effect on the ongoing validity of the LDPE Technology Licence or otherwise provides new information, the Purchaser will reasonably promptly notify the Vendor of such fact, and the Vendor will approach ExxonMobil to discuss the matter and will keep the Purchaser informed as to the progress of its discussions.

(e) Prior to Completion, the Purchaser will not seek contractual modifications to the LDPE Technology Licence with ExxonMobil. For the avoidance of doubt, the Purchaser’s satisfaction as to its ability to successfully negotiate contractual modifications with ExxonMobil will not be a condition to Completion.

10. COMPLETION

(a) Completion of the sale and purchase of the Shares shall take place at 10 a.m. on the last Business Day of the month in which all of the conditions in Clause 2(a) shall have been satisfied (or, where applicable, waived in writing), and provided they remain satisfied, at the offices of the Vendor’s solicitors at One Bunhill Row, London EC1Y 8YY or at such other time and place as shall be agreed between the Purchaser and the Vendor.

(b) Each of the Vendor and the Purchaser shall do, or procure the doing of, all those things respectively listed in relation to them in Schedule 2 at Completion.

(c) Neither the Vendor nor the Purchaser shall be obliged to complete the sale and purchase of the Shares unless the sale and purchase of all of them shall have been completed in accordance with Schedule 2.

(d) The Initial Cash Consideration shall be payable by or on behalf of the Purchaser at Completion in accordance with Schedule 2.

(e) Receipt of funds in accordance with sub-clause (d) shall constitute a good discharge of the Purchaser in respect of the payment of the Initial Cash Consideration but not, for the avoidance of doubt, in respect of the Purchaser’s other obligations under this Clause 10 or Clauses 5, 6 and 7 and Schedule 10.

(f) If either the Vendor or the Purchaser fails to comply in any material respect with its obligations under Schedule 2 at Completion then the other may:

(i) defer Completion (so that the provisions of this Clause 10 shall apply to Completion as so deferred);

(ii) proceed to Completion as far as practicable (without limiting its rights under this Agreement); or

(iii) terminate this Agreement by notice to the other.

(g) The right to terminate under this Clause 10 is without prejudice to Clause 26 and not exclusive of any rights, powers or remedies provided by law, including any right to seek compensation for the other party’s breach leading to such termination. Notwithstanding such termination, obligations under Clauses 26 and 28 and Clauses 30 to 40 and the rights and liabilities of the parties which have accrued prior to termination shall subsist and provided further that, for the avoidance of doubt, no rights and liabilities in respect of the Warranties or in respect of any breach of Clause 8 shall subsist following such termination.

11. ACTION AFTER COMPLETION

(a) The Vendor shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to the business of the Company and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the business of the Company and partly to one or more of the remaining businesses of the Vendor’s Group which

are received by any member of the Vendor’s Group on or after Completion shall be passed as soon as practicable to the Purchaser.

(b) The Purchaser shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to one or more of the remaining businesses of the Vendor’s Group and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to one or more of the remaining businesses of the Vendor’s Group and partly to the business of the Company which are received by the Purchaser’s Group on or after Completion shall be passed as soon as practicable to the relevant member of the Vendor’s Group.

(c) The Vendor shall, and shall procure that each member of the Vendor’s Group shall, ensure that any amounts received after Completion by the Vendor or, as the case may be, any other member of the Vendor’s Group, from any customer of the Company, being amounts invoiced by and payable to the Company, shall be passed on as soon as reasonably practicable to the Company.

(d) The Purchaser shall, and shall procure that each member of the Purchaser’s Group shall, ensure that any amounts received after Completion by the Company or, as the case may be, any member of the Purchaser’s Group, from any customer of any member of the Vendor’s Group (excluding the Company), being amounts invoiced by and payable to such member of the Vendor’s Group, shall be passed on as soon as reasonably practicable to the relevant member of the Vendors’ Group.

12. INTRA-GROUP GUARANTEES AND OTHER AGREEMENTS

(a) Subject as provided in sub-clause (b), the Purchaser, for itself and its successors and assigns, covenants that, at any time and from time to time on or after Completion, it will use its reasonable endeavours to execute and deliver all such instruments of assumption and acknowledgements or take such other action as the Vendor may reasonably request to effect the release and discharge in full of any Assurance given by any member of the Vendor’s Group to any person in respect of any primary obligation or liability of the Company (including, without limitation, any liability of any member of the Vendor’s Group to pay any sum to an insurer in respect of any claim made under an insurance policy by the Company) and the Purchaser’s assumption of, and the substitution of the Purchaser as the primary obligor in respect of, each such Assurance in each case on a non-recourse basis to the members of the Vendor’s Group, save that this shall not apply to any Assurance relating to Immovable Property. Pending such release and discharge, the Purchaser hereby agrees with the Vendor (on behalf of the Vendor and each other member of the Vendor’s Group) that it will assume and pay and discharge when due, and indemnify each member of the Vendor’s Group against, all such Assurances.

(b) The Vendor, for itself and its successors and assigns, covenants that, at any time and from time to time on or after Completion, it will use its reasonable endeavours to execute and deliver all such instruments of assumption and acknowledgements or take such other action as the Purchaser may reasonably request in order to effect the release and discharge in full of any Assurance given by the Company to any person in respect of any obligation or liability of any member of the Vendor’s Group, and shall procure the assumption of, and the substitution

of an appropriate member of the Vendor’s Group as the primary obligor in respect of, each such Assurance on a non-recourse basis to the Company and the Purchaser’s Group. Pending such release and discharge, the Vendor hereby agrees with the Purchaser that it will assume and pay and discharge when due, and indemnify the Company against, all such Assurances.

(c) The Vendor, for itself and its successors and assigns, covenants that, by Completion, it will execute and deliver all such instruments and take all such other action as may reasonably be required in order to effect the full release and discharge of the Company from any existing obligation or Encumbrance incurred in relation to the securitisation of the accounts receivable of the Company effective as at the date of this Agreement.

13. PENSIONS

Each of the Purchaser and the Vendor shall comply with the requirements relating to that party set out in Schedule 5.

14. EMPLOYEES

(a) Subject to sub-clause (b), the Vendor and (so far as applicable) the Purchaser shall each use its reasonable endeavours to procure that:

(i) each of the employees of the Vendor’s Group whose name is set out in Part 1 of Schedule 8, subject to such changes as may be agreed between the parties (each acting reasonably) prior to Completion (the “Transferring In Employees”) is, with effect from Completion, employed by the Company;

(ii) each of the employees of the Company whose name is set out in Part 2 of Schedule 8, subject to such changes as may be agreed between the parties (each acting reasonably) prior to Completion (the “Transferring Out Employees”) is, with effect from Completion, employed by a member of the Vendor’s Group (other than the Company); and

(iii) 13 of the 31 IT personnel currently dedicated to the Acquired Business, to be identified and agreed by the Vendor and the Purchaser (each acting reasonably) as part of the Migration Project (as defined in Schedule 6) shall be retained by the Vendor’s Group (either as employees or, as applicable, as consultants).

(b) The terms of the employment of any Transferring In Employee shall be subject to the prior written consent of the Purchaser, such consent not to be unreasonably withheld, and provided further that such terms (not including terms in relation to pensions) are on substantially similar terms to those under which such Transferring In Employee was employed as at the date of this Agreement.

(c) The Vendor will indemnify and keep indemnified the Purchaser and the Company from and against all and any liability arising from any claim by any Transferring In Employee and any Transferring Out Employee in connection with the transfer of his employment.

15. INSURANCE

The Purchaser acknowledges and agrees that upon Completion all insurance cover provided in relation to the Company pursuant to policies maintained by the Vendor’s Group shall cease and that no further liability shall arise under such policies but (subject to the terms of any relevant policy) without prejudice to any accrued claims which the Company has at Completion. Between the date of this Agreement and Completion, the Vendor shall and shall procure that the Company shall provide such information, assistance and access as the Purchaser may reasonably require for the purpose of putting in place insurance with effect from Completion.

16. CONTINUING ARRANGEMENTS BETWEEN VENDOR’S GROUP AND THE COMPANY

(a) The Vendor shall procure that any services provided by any member of the Vendor’s Group to the Company at Completion shall continue in the manner described in Schedule 6, and where provision in Schedule 6 differs from the terms of any existing arrangements, the provisions of Schedule 6 shall apply notwithstanding the terms of any existing agreement in relation to the provision of such services.

(b) The Vendor hereby undertakes to deliver to the Purchaser in accordance with Clause 31 Management Accounts for the Company in respect of each calendar month for the period from 1st September 2006 to Completion (but excluding the month in which Completion occurs), in each case as soon as reasonably practicable and in any event no later than the date falling 15 Business Days after the end of the relevant month.

(c) In the event that the Vendor or Purchaser discovers after Completion that the Company owns (or owned at Completion and has transferred to another member of the Purchaser’s Group) any Intellectual Property or know-how which has in the twelve months prior to Completion been used exclusively in relation to the business of the Vendor’s Group, the Purchaser shall procure that such Intellectual Property or know-how is transferred to the Vendor or a person nominated by the Vendor as soon as reasonably practicable for nominal consideration.

(d) The Purchaser shall, with effect from Completion, procure the grant to the Vendor’s Group of a non-exclusive, perpetual, worldwide, assignable, irrevocable, royalty-free licence (with the right to sub-license) to use any Intellectual Property (other than trade marks) or know-how owned by the Company at Completion which have been used (but not exclusively) in the twelve months prior to Completion in relation to any business of the Vendor’s Group, such licence to limit usage to the same scope and purpose as such prior use.

(e) In the event that the Vendor or Purchaser discovers after Completion that a member of the Vendor’s Group owns any Intellectual Property (other than trademarks which include or consist of the word “Huntsman”) or know-how which has in the twelve months prior to Completion been used exclusively in relation to the Acquired Business, the Vendor shall procure that such Intellectual Property or know-how is transferred to the Purchaser or a person nominated by the Purchaser as soon as reasonably practicable for nominal consideration.

(f) The Vendor shall, with effect from Completion, procure the grant to the Purchaser’s Group of a non-exclusive, perpetual, worldwide, assignable, irrevocable, royalty-free licence (with the right to sub-license) to use any Intellectual Property (other than trade marks) or know-how owned by the Vendor’s Group which have been used (but not exclusively) in the twelve months prior to Completion in relation to the Acquired Business, such licence to limit usage to the same scope and purpose as such prior use.

17. VENDOR’S AND VENDOR’S GUARANTOR’S WARRANTIES AND PURCHASER’S REMEDIES

(a) Subject as provided in this Agreement, each of the Vendor and the Vendor’s Guarantor warrants to the Purchaser as at the date of this Agreement in the terms set out in Schedule 3.

(b) The only Warranties given:

(i) in respect of the Properties are those contained in paragraphs 16, 18, 30 and 46 of Schedule 3 (the “Property Warranties”) and each of the other Warranties shall be deemed not to be given in relation to the Properties;

(ii) in respect of the Pipelines are those contained in paragraph 18(S) of Schedule 3 (the “Pipelines Warranties”) and each of the other Warranties shall be deemed not to be given in relation to the Pipelines;

(iii) in respect of HSE Matters are those contained in the HSE Warranties and each of the other Warranties shall be deemed not to be given in relation to HSE Matters; and

(iv) in respect of all pensions matters are those contained in paragraph 51 of Schedule 3 (the “Pensions Warranties”) and each of the other Warranties shall be deemed not to be given in relation to such pensions matters.

(c) The liability of the Vendor and the Vendor’s Guarantor under or in relation to the Warranties shall be limited as set out in Schedule 4.

(d) The only remedy of the Purchaser for breach of the Warranties after Completion shall be damages and the Purchaser hereby agrees to waive any other right, power or remedy it may have in relation to a breach of the Warranties. Save in accordance with the express provisions of this Agreement, the Purchaser hereby waives all and any rights of rescission in respect of this Agreement it may have (howsoever arising or deemed to arise) other than such rights in respect of fraud.

(e) The Vendor accepts that the Purchaser is entering into this Agreement in reliance upon the Warranties.

(f) The Warranties relating to the LDPE Technology Licence contained in sub-paragraphs 49(A), (B) and (C) (but not (D)) of Schedule 3 shall be deemed to be repeated at Completion.

(g) The Warranties relating to HSE Matters contained in sub-paragraphs 19(D) and 19(F) of Schedule 3 shall be deemed to be repeated at Completion.

(h) The Vendor agrees and undertakes on behalf of itself and each other member of the Vendor’s Group that (in the absence of fraud) it has no rights against and shall not make any claim against any employee, director, agent, officer or adviser of the Company on whom it may have relied before agreeing to any term of this Agreement or any other agreement or document referred to herein or entering into this Agreement or any other agreement or document referred to herein (including but not limited to the terms of the Warranties or the Disclosure Letter).

(i) Prior to Completion, the Vendor shall use all reasonable endeavours to procure that the outstanding assignment of part of the salt mines lease in relation to No. 4 Brinefields (North) by Ineos Chlor Limited to the Company shall have been completed.

(j) The Vendor undertakes in relation to capital allowances:

(i) to ensure that the Allowable Expenditure is at least equal to the Guaranteed Amount; and

(ii) not to take or require that the Company takes any action on or after the Completion Date that would cause the Allowable Expenditure to fall below the Guaranteed Amount,

provided that the Vendor shall not be in breach of these undertakings to the extent that Allowable Expenditure falls below the Guaranteed Amount as a result of an action taken by or on behalf of any member of the Purchaser’s Group.

In this sub-clause, the expressions “qualifying expenditure” and “unrelieved qualifying expenditure” and the term “pool” have the same meanings as they have in Chapter 5 of Part 2 of the Capital Allowances Act 2001 and the following expressions shall have the following meanings:

“Allowable Expenditure” means the combined total of the Company’s unrelieved qualifying expenditure in any pool that would be carried forward from the Final Period, calculated on the assumption that (i) the Final Period ends on the Completion Date; and (ii) if the Final Period does not in fact end on the Completion Date, the amount of any allowance claimed in the Final Period is allocated on a pro rata basis between so much of the Final Period as falls on or before the Completion Date and so much of that period as falls after the Completion Date;

“Final Period” means the last accounting period of the Company to commence before Completion; and

“Guaranteed Amount” means the sum of (a) £105 million; and (b) the amount of Actual Expenditure (as defined in Schedule 10 (Wilton LDPE Project)) which is qualifying expenditure incurred by the Company after 31 December 2005 and on or before the Completion Date.”

(k) The Vendor confirms that, pursuant to an order of the court, the Company has paid £600,000 on account with Mayer, Brown, Rowe & Maw in respect of costs of INEOS in relation to the litigation with INEOS referred to in the Disclosure Letter.

18. TIOXIDE EUROPE LIMITED

The Vendor hereby covenants with the Purchaser to pay to the Purchaser (so far as possible by way of repayment of the consideration payable under this Agreement for the Shares) an

amount equal to any liability, loss, damage, cost and expense of whatsoever nature (including reasonable legal fees), but excluding any liability, loss, damage, cost or expense relating to a Tax matter, which may be suffered or properly incurred by the Purchaser or the Company, in each case after Completion, (a) by reason of the Company having acquired, held or disposed of shares in Tioxide Europe Limited prior to Completion or (b) otherwise in relation to the business of Tioxide Europe Limited and arising out of events, facts, or circumstances existing or obligations assumed, imposed or entered into prior to Completion, including but not limited to any liability under any guarantee existing at Completion of any of the obligations of Tioxide Europe Limited or under any obligation which relates to the business of Tioxide Europe Limited and not the Acquired Business, but excluding liabilities pursuant to the matters contained in or expressly contemplated by Schedule 6 (“Continuing Arrangements”) as being obligations of the Company or the Purchaser.

19. PURCHASER’S AND PURCHASER’S GUARANTOR’S WARRANTIES

(a) Each of the Purchaser and the Purchaser’s Guarantor warrants to the Vendor that:-

(i) it has the requisite power and authority to enter into and perform this Agreement and the other documents which are to be executed by it at Completion or otherwise pursuant to this Agreement (the “Purchaser’s Completion Documents”);

(ii) this Agreement constitutes and the Purchaser’s Completion Documents will, when executed by the Purchaser and/or the Purchaser’s Guarantor, as the case may be, constitute binding obligations of the Purchaser and/or the Purchaser’s Guarantor in accordance with their respective terms;

(iii) the execution and delivery of, and the performance by the Purchaser and/or the Purchaser’s Guarantor of its obligations under, this Agreement and the Purchaser’s Completion Documents will not:

(A) result in a breach of any provision of its memorandum and articles of association;

(B) result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound and which is material in the context of the transactions contemplated by this Agreement;

(C) result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound and which is material in the context of the transactions contemplated by this Agreement; or

(D) save as contemplated by this Agreement, require it to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date of this Agreement and is in full force and effect where failure to obtain such consent or approval, give such notice or make such registration is material in the context of the transactions contemplated by this Agreement; and

(iv) there are no:

(A) outstanding judgments, orders, injunctions or decrees of any governmental or regulatory body or arbitration tribunal against or affecting any member of the Purchaser’s Group;

(B) lawsuits, actions or proceedings pending or, to the knowledge of the Purchaser, threatened against or affecting any member of the Purchaser’s Group; or

(C) investigations by any governmental or regulatory body which are, to the knowledge of the Purchaser, pending or threatened against any member of the Purchaser’s Group,

and which, in the case of each of sub-paragraphs (iv)(A), (B) and (C), have or could have a material adverse effect on the ability of the Purchaser or the Purchaser’s Guarantor (as the case may be) to execute and deliver, or perform its obligations under, this Agreement and the Purchaser’s Completion Documents; and

(v) the Purchaser has (and at Completion will have) immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to meet its obligations under this Agreement and the Purchaser’s Completion Documents.

(b) The Purchaser and the Purchaser’s Guarantor accept that the Vendor is entering into this Agreement in reliance upon the warranties set out in sub-clause (a).

20. PURCHASER’S UNDERTAKINGS

(a) The Purchaser agrees and undertakes on behalf of itself and each other member of the Purchaser’s Group that (in the absence of fraud) it has no rights against and shall not make any claim against any employee, director, agent, officer or adviser of any member of the Vendor’s Group on whom it may have relied before agreeing to any term of this Agreement or any other agreement or document referred to herein or entering into this Agreement or any other agreement or document referred to herein.

(b) The Purchaser undertakes on behalf of itself and each member of the Purchaser’s Group (and without prejudice to the confidentiality agreement referred to in Clause 33(d)) that, subject to and on the terms of Clause 16(f) and Clause 33(b), each member of the Purchaser’s Group will treat as strictly confidential and not disclose to any person (other than other members of the Purchaser’s Group on a confidential basis) any Vendor Confidential Information. The Purchaser acknowledges that any future use of Vendor Confidential Information is without representation, warranty or liability on the part of any member of the Vendor’s Group (without prejudice to the Warranties. No updates of the Vendor Confidential Information will be provided by any member of the Vendor’s Group to any member of the Purchaser’s Group.

(c) The Vendor undertakes on behalf of itself and each member of the Vendor’s Group (and without prejudice to the confidentiality agreement referred to in Clause 33(d)) that, subject to

and on the terms of Clause 33(b), each member of the Vendor’s Group will treat as strictly confidential and not disclose to any person (other than other members of the Vendor’s Group on a confidential basis) any Purchaser Confidential Information.

(d) The Purchaser shall procure that the Vendor and its accountants and agents shall as soon as reasonably practicable and in any event within 5 Business Days of request be given reasonable access to any employees, officers, advisers or premises of the Company and such part of its books and records as relate to the period prior to Completion, to the extent available in accordance with the Purchaser’s document retention policy, which may reasonably required in connection with any report, return, statement, audit, filing or other requirement under applicable law or regulation or otherwise required in respect of the business of the Vendor’s Group.

(e) The Vendor shall procure that the Purchaser and each member of the Purchaser’s Group and its and their accountants and agents shall as soon as reasonably practicable and in any event within 5 Business Days of request be given reasonable access to any employees, officers, advisers or premises of any member of the Vendor’s Group and, to the extent available in accordance with the Vendor’s document retention policy, such parts of its books and records as relate to the period prior to Completion which any of them may reasonably require in connection with any report, return, statement, audit, filing or other requirement under applicable law or regulation or otherwise required in respect of the business of the Company.

(f) The Purchaser acknowledges and agrees on behalf of itself and each member of the Purchaser’s Group that nothing in this Agreement, except as expressly granted pursuant to this Agreement, shall operate as an agreement to transfer (nor shall transfer) any right, title or interest in (and, subject to the express provisions of this Agreement, from Completion, the Purchaser shall procure that no member of the Purchaser’s Group shall use or apply to register) the word “Huntsman”, or any name or mark which includes or consists of the words “Huntsman” or, in either case, any confusingly similar name or mark, (the “Huntsman Marks”).

(g) The Purchaser shall procure that the Company shall destroy or delete the Huntsman Marks from sales literature, stationery, buildings signage or vehicles as soon as reasonably practicable, and in any event by the day falling (i) 90 days after the Completion Date in respect of items supplied to customers of the Company and (ii) 6 months in respect of all other items. The Purchaser shall procure that the Company shall, within 15 days of the Completion Date, pass the required resolution to change its corporate name to a name which does not include any of the Huntsman Marks. Upon receipt of the relevant documentation confirming such change of name, the Purchaser shall provide the Vendor with a certified copy.

(h) The Purchaser undertakes with the Vendor (for itself and as trustee for each other member of the Vendor’s Group) to comply with all notifications and other requirements arising as a result of this Agreement and the transactions contemplated hereunder under any relevant competition, anti-restrictive trade practices or anti-trust laws in circumstances where the Purchaser should reasonably have known, or has been informed by the Vendor, that the Vendor is jointly responsible for such requirement or that the Vendor might incur a liability arising from a failure to comply with such requirements (but not where such requirements are the sole responsibility of the Vendor under such laws).

(i) The Vendor shall give reasonable assistance to the Purchaser in seeking the consent of the Department of Trade and Industry to the change of control of the Company as it relates to the LDPE Grant. For the avoidance of doubt, the obtaining of such consent shall not be a condition to Completion and the failure to obtain such consent shall not constitute a material adverse change for the purposes of sub-clauses 2(a)(vi), (viii) or (ix) or a breach of the Warranties.

21. RESTRICTIONS ON VENDOR’S GROUP

The Vendor undertakes that it shall not, and shall procure that each other member of the Vendor’s Group shall not (for so long as it remains such a member), directly or indirectly, within one year from the Completion Date, solicit or entice away from or persuade to leave the employment of any member of the Purchaser’s Group any Senior Employee other than:-

(i) any Senior Employee whose employment with the relevant member of the Purchaser’s Group has then ceased or who has given (or received) notice terminating such employment; or

(ii) any Senior Employee who responds to any bona fide public recruitment advertisement placed by or on behalf of any member of the Vendor’s Group; or

(iii) in response to an unsolicited approach from that Senior Employee,

and shall not intentionally assist any person to do any of the foregoing things.

22. RESTRICTIONS ON PURCHASER

The Purchaser undertakes to the Vendor that it shall not, and shall procure that each member of the Purchaser’s Group shall not (for so long as it remains such a member), within one year of the Completion Date solicit or entice away from the employment of any member of the Vendor’s Group any Senior Employee other than:

(i) any Senior Employee whose employment with the relevant member of the Vendor’s Group has then ceased or who has given (or received) notice terminating such employment;

(ii) any Senior Employee who responds to any bona fide public recruitment advertisement placed by or on behalf of any member of the Purchaser’s Group; and

(iii) in response to an unsolicited approach from that Senior Employee,

and shall not intentionally assist any person to do any of the foregoing things.

23. PROVISION RELATING TO RESTRICTIONS

Each undertaking contained in Clauses 21 and 22 shall be construed as a separate undertaking and if one or more of the undertakings is held to be against the public interest or

unlawful or in any way an unreasonable restraint of trade, the remaining undertakings shall continue to bind the Vendor and/or the Purchaser as the case may be.

24. PAYMENTS

(a) Except to the extent otherwise set out in this Agreement, any payment to be made by any party under this Agreement shall be made in full without any set-off, restriction or condition (whether for or on account of any counterclaim or otherwise) and without, and free and clear of, any deduction or withholding whatsoever (save only as required by law).

(b) If any deductions or withholdings are required by law to be made from any sums payable under this Agreement, the party who is obliged to make the payment shall also be obliged to pay to the party to whom payment is to be made (for the purposes of this Clause 24, the “recipient”) such sum as will, after such deduction or withholding has been made, leave the recipient with the same amount as it would have been entitled to receive in the absence of any such requirement to make such deduction or withholding except in respect of withholdings and deductions from payments of interest.

(c) If any Tax Authority brings into charge to Tax (or into any computation of income, profit or gain for the purposes of any charge to Tax) any sum paid by any party under this Agreement (excluding the consideration payable pursuant to Clause 4, any adjustment to such consideration pursuant to Clauses 5, 6 and 7 and Schedule 10 and any payments of interest) then such party shall pay such additional amount to the recipient as shall be required to ensure that the recipient is left with the same amount as it would have been entitled to receive had such sum paid not been brought into charge to Tax (or into any computation of income, profit or gain for the purposes of any charge to Tax)

PROVIDED that the recipient shall:-

(i) use all reasonable endeavours to obtain and utilise, or as the case may be procure the obtaining and utilisation of, any Tax credit, repayment or other Tax benefit which is available to the recipient or any of its subsidiaries, any holding company of the recipient and any of the other subsidiaries of such holding company from time to time, (together, for the purposes of this Clause 24, the “recipient’s group”) solely as a result of the matter giving rise to the payment on the same basis as any other Tax credit, repayment or other Tax benefit which is available to the recipient or any other member of the recipient’s group; and

(ii) as soon as practicable after the utilisation in whole or in part of any Tax credit, repayment or other Tax benefit which is available to the recipient or any other member of the recipient’s group solely as a result of the matter giving rise to the payment, pay to the other party an amount which will leave it, or other such member, (after payment of that amount) in the same after Tax position as it, or other such member, would have been the obligation to make the payment not arisen.

(d) For the purposes of paragraph (c) above of this Clause 24, the amount of Tax chargeable and any Tax credit, repayment or other Tax benefit is to be determined by the auditors of the

recipient at the shared expense of both parties and is to be certified as such to the party making the payment.

25. EFFECT OF COMPLETION

Save as otherwise provided herein, any provision of this Agreement (including but not limited to Schedule 11) or of any other document referred to herein which is capable of being performed after but which has not been performed at or before Completion and all Warranties contained in or entered into pursuant to this Agreement shall (subject to Schedule 4) remain in full force and effect notwithstanding Completion.

26. REMEDIES, WAIVERS AND INDEMNIFICATION

(a) No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided or under this Agreement or any other documents referred to in it shall impair such right, power or remedy or operate as a waiver thereof.

(b) The single or partial exercise of any right, power or remedy provided under this Agreement or any document referred to in it shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy except where expressly stated in this Agreement.

(c) The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law unless otherwise stated in this Agreement.

27. GUARANTEES

(a) The Vendor’s Guarantor hereby unconditionally and irrevocably guarantees to the Purchaser the full, due and punctual performance and observation by the Vendor of its obligations under this Agreement and the Tax Covenant and undertakes to indemnify and keep indemnified the Purchaser against all losses, damages, costs and expenses of whatsoever nature (including reasonable legal fees) which may be suffered or properly incurred by it by reason of any default or delay on the part of the Vendor in the performance of its obligations under this Agreement or the Tax Covenant.

(b) In respect of any proceedings necessary to enforce the due and punctual performance by the Vendor of its obligations under this Agreement or the Tax Covenant, the Vendor’s Guarantor hereby irrevocably waives any right to require that the Purchaser brings such proceedings first against the Vendor and shall forthwith upon demand unconditionally perform (or procure performance of) and/or satisfy (or procure satisfaction of) the relevant obligation so that the same benefits shall be conferred on the Purchaser as would have been received if such obligation had been duly performed and/or satisfied by the Vendor.

(c) The Vendor’s Guarantor shall be liable as principal debtor in respect of any sums due from the Vendor under this Agreement or the Tax Covenant and shall not be discharged or released from its undertaking hereunder by any release, variation, dealing, act, event or omission including, without limitation, any change in the constitution or constitutional documents of the Vendor or the liquidation, dissolution, reconstruction or amalgamation of the Vendor, which but for this provision might operate to discharge the Vendor’s Guarantor’s liability under this

Agreement or the Tax Covenant or by any time or other indulgence granted by the Purchaser to the Vendor.

(d) This guarantee is a continuing guarantee and accordingly the obligations of the Vendor’s Guarantor under this guarantee shall remain in full force until all obligations of the Vendor under this Agreement or the Tax Covenant have been discharged in full regardless of the legality, validity or enforceability of any provisions of this Agreement or the Tax Covenant. This guarantee is in addition to and shall not prejudice or be prejudiced by any other guarantee, indemnity or other security or right against any third party which the Purchaser may have for the due performance of the obligations concerned.

(e) As a separate and independent stipulation, the Vendor’s Guarantor agrees that any obligation of the Vendor under this Agreement or the Tax Covenant which may not be enforceable against or recoverable from the Vendor by reason of any legal limitation, disability or incapacity on or of the Vendor of any fact or circumstance (other than any limitation imposed by this Agreement or the Tax Covenant) shall nevertheless be enforceable against the Vendor’s Guarantor as though the same has been incurred by the Vendor’s Guarantor and the Vendor’s Guarantor was the sole and principal obligor in respect thereof and/or shall be performed or paid by the Vendor’s Guarantor on demand.

(f) The Vendor’s Guarantor shall procure that, if it transfers all or substantially all of its assets to another entity, the transferee of such assets will undertake to assume the obligations of the Vendor’s Guarantor under this Agreement.

(f) The Purchaser’s Guarantor hereby unconditionally and irrevocably guarantees to the Vendor the full, due and punctual performance and observation by the Purchaser of its obligations under this Agreement and the Tax Covenant and undertakes to indemnify and keep indemnified the Vendor against all losses, damages, costs and expenses of whatsoever nature (including reasonable legal fees) which may be suffered or properly incurred by it by reason of any default or delay on the part of the Purchaser in the performance of its obligations under this Agreement or the Tax Covenant.

(g) In respect of any proceedings necessary to enforce the due and punctual performance by the Purchaser of its obligations under this Agreement and the Tax Covenant, the Purchaser’s Guarantor hereby irrevocably waives any right to require that the Vendor brings such proceedings first against the Purchaser and shall forthwith upon demand unconditionally perform (or procure performance of) and/or satisfy (or procure satisfaction of) the relevant obligation so that the same benefits shall be conferred on the Vendor as would have been received if such obligation had been duly performed and/or satisfied by the Purchaser.

(h) The Purchaser’s Guarantor shall be liable as principal debtor in respect of any sums due from the Purchaser under this Agreement or the Tax Covenant and shall not be discharged or released from its undertaking hereunder by any release, variation, dealing, act, event or omission including, without limitation, any change in the constitution or constitutional documents of the Purchaser or the liquidation, dissolution, reconstruction or amalgamation of the Purchaser, which but for this provision might operate to discharge the Purchaser’s Guarantor’s liability under this Agreement or the Tax Covenant or by any time or other indulgence granted by the Vendor to the Purchaser.

(i) This guarantee is a continuing guarantee and accordingly the obligations of the Purchaser’s Guarantor under this guarantee shall remain in full force until all obligations of the Purchaser under this Agreement and the Tax Covenant have been discharged in full regardless of the legality, validity or enforceability of any provisions of this Agreement or the Tax Covenant. This guarantee is in addition to and shall not prejudice or be prejudiced by any other guarantee, indemnity or other security or right against any third party which the Vendor may have for the due performance of the obligations concerned.

(j) As a separate and independent stipulation, the Purchaser’s Guarantor agrees that any obligation of the Purchaser under this Agreement or the Tax Covenant which may not be enforceable against or recoverable from the Purchaser by reason of any legal limitation, disability or incapacity on or of the Purchaser of any fact or circumstance (other than any limitation imposed by this Agreement or the Tax Covenant) shall nevertheless be enforceable against the Purchaser’s Guarantor as though the same has been incurred by the Purchaser’s Guarantor and the Purchaser’s Guarantor was the sole and principal obligor in respect thereof and/or shall be performed or paid by the Purchaser’s Guarantor on demand.

28. NO ASSIGNMENT

(a) The benefits of this Agreement (other than the Environmental Covenant) shall not be assignable except that any party may, upon giving written notice to the others, assign the benefit of this Agreement to a member of the Vendor’s Group and the Purchaser’s Group, as the case may be, (a “Permitted Assignee”) provided that such assignment shall be without cost to, and shall not result in any increased liability, or any reduction in the rights, of, any of the other parties and further provided that if such Permitted Assignee shall subsequently cease to be a member of the Purchaser’s Group or the Vendor’s Group, as the case may be, it shall assign so much of the benefit of this Agreement as has been assigned to it to the party by whom such rights were originally assigned or (upon giving further written notice to the other parties) to another member of the Purchaser’s Group or the Vendor’s Group, as the case may be. Any purported assignment in contravention of this Clause 28 shall be void.

(b) If a Change of Control occurs in relation to either the Purchaser or the Vendor (but not in relation to every member of the Purchaser’s Group or the Vendor’s Group, as the case may be, as at the time immediately before the Change of Control occurs), the Purchaser or the Vendor, as the case may be, shall immediately assign so much of the benefit of this Agreement as has been retained by it to a member of the Purchaser’s Group or the Vendor’s Group as the case may be (as at the time immediately before such Change of Control occurs) which is not itself subject to a Change of Control, and pending such assignment, the Purchaser or the Vendor, as the case may be, shall not be capable of enforcing the benefit of any right under this Agreement, including, without limitation, any other right of assignment in accordance with the provisions of this Clause 28.

(c) No party to this Agreement shall make a declaration of trust in respect of or enter into any arrangement whereby it agrees to hold in trust for any other person all or any part of the benefit of, or its rights and benefits under, this Agreement.

(d) Notwithstanding the foregoing, the Purchaser may assign the benefit of this Agreement to a reputable financial institution by way of security for borrowings incurred in connection with the

completion of its acquisition of the Shares and such financial institution may, or an insolvency practitioner or other duly appointed agent appointed by it or at its instigation or in connection with the enforcement of its security may, further assign the benefit of this Agreement to a purchaser of the Shares.

29. FURTHER ASSURANCE

(a) Without prejudice to any restriction or limitation on the extent of any party’s obligations under this Agreement including, without limitation, those under Schedule 6, each of the parties shall from time to time, so far as each is reasonably able, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form reasonably satisfactory to the party concerned as they may reasonably consider necessary to transfer the Shares to the Purchaser or otherwise to give any party the full benefit of this Agreement.

(b) The parties shall negotiate in good faith with a view to agreeing the final form of any agreements, licences, deeds or other documents which have not been finalised at the time of this Agreement and if not entered into within three months after the Completion Date, then either party may refer the matter to such independent expert as may be nominated by the chairman for the time being of the Institute of Arbitrators to determine the terms of such agreement, licence, deed or other document, and in so doing he shall act as an expert and his decision in the absence of manifest error shall be final and binding in accordance with the principles (if any) laid down in this Agreement.

(c) The Purchaser hereby agrees to indemnify each member of the Vendor’s Group against all liabilities incurred by such member of the Vendor’s Group in connection with the performance of its obligations under any power of attorney in respect of any Shares entered into by it where it is to remain as registered holder of Shares following Completion and the Purchaser covenants to reimburse all reasonable costs and expenses of such member of the Vendor’s Group in connection with the performance of such obligations.

30. ENTIRE AGREEMENT

(a) This Agreement (and any documents expressly to be executed pursuant to it), the Disclosure Letter and the confidentiality agreement referred to in Clause 33(d) constitute the whole and only agreement between the parties relating to the sale and purchase of the Shares and, except to the extent expressly repeated in this Agreement (or any document expressly to be executed pursuant to it), the Disclosure Letter or the confidentiality agreement referred to in Clause 33(d), any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, relating thereto are superseded and extinguished.

(b) The Purchaser and the Purchaser’s Guarantor acknowledge and agree (for themselves and on behalf of each other member of the Purchaser’s Group) with the Vendor that:

other than those expressly set out in this Agreement or, to the extent that they have been, they have (in the absence of fraud) no rights or remedies in relation thereto and shall make no claim in relation thereto or against such parties; and

(ii) no member of the Vendor’s Group, nor any of their respective agents, directors, officers, employees or advisers, has given or made any Assurance other than those expressly set out in this Agreement or, to the extent that they have, the Purchaser and the Purchaser’s Guarantor hereby (for themselves and on behalf of each other member of the Purchaser’s Group) unconditionally and irrevocably waive (in the absence of fraud) any claim which they might otherwise have had in relation thereto.

(c) The Vendor and the Vendor’s Guarantor acknowledge and agree (for themselves and on behalf of each other member of the Vendor’s Group) with the Purchaser that:

(i) they do not rely on and have not been induced to enter into this Agreement or any other agreement or document referred to herein on the basis of any Assurance (express or implied) made or given by or on behalf of any member of the Purchaser’s Group or any of their respective agents, directors, officers, employees or advisers other than those expressly set out in this Agreement or, to the extent that they have been, they have (in the absence of fraud) no rights or remedies in relation thereto and shall make no claim in relation thereto or against such parties; and

(ii) no member of the Purchaser’s Group, nor any of their respective agents, directors, officers, employees or advisers, has given or made any Assurance other than those expressly set out in this Agreement or, to the extent that they have, the Vendor and the Vendor’s Guarantor hereby (for themselves and on behalf of each other member of the Vendor’s Group) unconditionally and irrevocably waive (in the absence of fraud) any claim which they might otherwise have had in relation thereto.

(d) This Agreement may only be varied by a document signed by each of the parties and expressed to be a variation to this Agreement.

31. NOTICES

(a) Any notice or other communication given or made under or in connection with the matters contemplated by this Agreement shall be in writing.

(b) Any such notice or other communication shall be addressed as provided in sub-clause (c) and, if so addressed, shall be deemed to have been duly given or made as follows:

(i) if sent by personal delivery (which includes delivery by courier service), upon delivery at the address of the relevant party;

(ii) if sent by facsimile, when received;

provided that if, in accordance with the above provisions, any such notice or other communication would otherwise be deemed to be given or made outside Working Hours, such

notice or other communication shall be deemed to be given or made at the start of Working Hours on the next Business Day.

(c) The relevant addressee, address and facsimile number of each party for the purposes of this Agreement, subject to sub-clause (d), are:

Name of party	Address	Facsimile No.

HUNTSMAN PETROCHEMICALS (UK) HOLDINGS	500 Huntsman Way Salt Lake City Utah 84108	001-801-584-5782

For the attention of:	Office of General Counsel

CC to:	Company Secretary Huntsman Group Legal Dept Huntsman Tioxide Haverton Hill Road Billingham TS23 1PS	+44 (0)1642 376460

HUNTSMAN INTERNATIONAL LLC	500 Huntsman Way Salt Lake City Utah 84108	001-801-584-5782

For the attention of:	Office of General Counsel

CC to:	Company Secretary Huntsman Group Legal Dept Huntsman Tioxide Haverton Hill Road Billingham TS23 1PS	+44 (0)1642 376460

SABIC UK PETROCHEMICALS HOLDINGS LIMITED	c/o SABIC Europe B.V. P.O. Box 5151 6130 PD Sittard The Netherlands	+31 10 2644809

	Courier deliveries:

	c/o SABIC Europe B.V. Europaboulevard 1 6135 LD Sittard The Netherlands

For the attention of:	The Legal Department

Name of party	Address	Facsimile No.

SABIC EUROPE B.V.	SABIC Europe B.V. P.O. Box 5151 6130 PD Sittard The Netherlands	+31 10 2644809

	Courier deliveries:

	SABIC Europe B.V. Europaboulevard 1 6135 LD Sittard The Netherlands

For the attention of:	The Legal Department

(d) A party may notify the other parties to this Agreement of a change to its name, relevant addressee, address or facsimile number for the purposes of sub-clause (c) provided that such notification shall only be effective on:

(i) the date specified in the notification as the date on which the change is to take place; or

(ii) if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date falling five Business Days after notice of any such change has been given.

(e) For the avoidance of doubt, the parties agree that the provisions of this Clause 31 shall not apply in relation to the service of any writ, summons, order, judgment or other document relating to or in connection with any Proceedings (other than communications between the parties in relation to potential claims, whether for breach of the Warranties or otherwise, prior to the commencement of Proceedings in relation to any such claim).

32. ANNOUNCEMENTS

(a) Subject to sub-clause (b), no announcement concerning the sale or purchase of the Shares or any ancillary matter shall be made by any party without the prior written approval of the others, such approval not to be unreasonably withheld or delayed.

(b) Any party may make an announcement concerning the sale or purchase of the Shares or any ancillary matter if required by:

(i) applicable law; or

(ii) any securities exchange or regulatory or governmental body to which any party is subject or submits, wherever situated, whether or not the requirement has the force of law,

in which case the party concerned shall take all such steps as may be reasonable and practicable in the circumstances to agree the contents of such announcement with the other parties before making such announcement.

(c) The restrictions contained in this Clause shall continue to apply after the termination of this Agreement without limit in time.

33. CONFIDENTIALITY

(a) Subject to sub-clause (b) and Clause 32, each party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement which relates to:

(i) the provisions or the subject matter of this Agreement or any document referred to herein;

(ii) the negotiations relating to this Agreement or any document referred to herein; or

(iii) the provision of services in accordance with Schedule 6.

(b) Any party may disclose information which would otherwise be confidential if and to the extent:

(i) required by the law of any relevant jurisdiction or for the purpose of any judicial proceedings;

(ii) required by any securities exchange or regulatory or governmental body to which any party is subject or submits, wherever situated, whether or not the requirement for information has the force of law;

(iii) that the information is disclosed on a strictly confidential basis to the professional advisers, auditors and bankers of such party provided that such party shall be liable for any failure by its professional advisers, auditors and bankers to keep such information strictly confidential;

(iv) that the other parties have given prior written approval to the disclosure, such approval not to be unreasonably withheld or delayed;

(v) it does so to a member of the Vendor’s Group (in the case of the Vendor) or a member of the Purchaser’s Group (in the case of the Purchaser) which accepts restrictions in the terms of this Clause;

(vi) required to enable that party to enforce its rights under this Agreement; or

(vii) necessary to perform its obligations under Schedule 6.

provided that any such information disclosed pursuant to paragraph (i) or (ii) shall be disclosed only after notice to the other party (unless to give such advance notice would be in breach of

law, the rules or order of any court or tribunal, or the rules or regulations of any securities exchange or regulatory or governmental body).

(c) The restrictions contained in this Clause shall continue to apply after the termination of this Agreement without limit in time.

(d) This Clause shall be without prejudice to Clause 32 and the provisions of the confidentiality agreement dated 8 April, 2006 entered into between Huntsman Corporation and Saudi Basic Industries Corporation in relation to the disposal by the Vendor of the Shares and which agreement shall continue notwithstanding Completion.

34. COSTS AND EXPENSES

(a) Save as otherwise stated in any other provision of this Agreement, each party shall pay its own costs and expenses in relation to the negotiations leading up to the sale of the Shares and to the preparation, execution and carrying into effect of this Agreement and all other documents referred to in it, and for the avoidance of doubt (a) any costs and expenses incurred by the Company in relation to such negotiations and the preparation, execution and Completion of this Agreement and the documents referred to in it shall be for the account of and paid by the Vendor and (b) any retention bonuses that the Company, the Vendor or any member of the Vendor’s Group has agreed or arranged prior to Completion to pay to members of the Company’s management team or other employees shall be for the account of and paid by (or their payment shall be procured by) the Vendor (together with any related Tax).

(b) Without prejudice to sub-clause (a), all stamp, transfer, registration, sales and other similar Taxes, duties and charges and all notarial fees payable in connection with the sale or purchase of the Shares under this Agreement shall be paid by the Purchaser.

35. COUNTERPARTS

(a) This Agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart.

(b) Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute but one and the same instrument.

36. INVALIDITY

If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair:

(i) the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

(ii) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.

37. GOVERNING LAW

This Agreement shall be governed by, and construed in accordance with, English law.

38. JURISDICTION

(a) Each of the parties to this Agreement irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that accordingly any Proceedings shall be brought in such courts.

(b) Each party irrevocably waives (and irrevocably agrees not to raise) any objection which it may have now or hereafter to the laying of the venue of any Proceedings in any such court as is referred to in sub-clause (a) and any claim of forum non conveniens and further irrevocably agrees that a judgment in any Proceedings brought in any court referred to in sub-clause (a) shall (provided that there is no appeal pending or open) be conclusive and binding upon such party and may be enforced in the courts of any other jurisdiction.

39. AGENT FOR SERVICE OF PROCESS

(a) The Vendor’s Guarantor irrevocably appoints the Vendor to be its agent for the receipt of Service Documents. It agrees that any Service Document may be effectively served on it in connection with Proceedings in England and Wales by service on its agent effected in any manner permitted by the Civil Procedure Rules.

(b) The Purchaser’s Guarantor irrevocably appoints the Purchaser to be its agent for the receipt of Service Documents. It agrees that any Service Document may be effectively served on it in connection with Proceedings in England and Wales by service on its agent effected in any manner permitted by the Civil Procedure Rules.

(c) If the agent under sub-clause (a) or (b) at any time ceases for any reason to act as such, the Vendor’s Guarantor or the Purchaser’s Guarantor (as the case may be) shall appoint a replacement agent having an address for service in England or Wales and shall notify the other parties to this Agreement of the name and address of the replacement agent. Failing such appointment and notification, any other party to this Agreement shall be entitled by notice to the Vendor’s Guarantor or the Purchaser’s Guarantor (as the case may be) to appoint a replacement agent to act on behalf of the Vendor’s Guarantor or the Purchaser’s Guarantor (as the case may be). The provisions of this Clause applying to service on an agent apply equally to service on a replacement agent.

(d) A copy of any Service Document served on an agent shall be sent by post to the Vendor’s Guarantor or the Purchaser’s Guarantor (as the case may be). Failure or delay in so doing shall not prejudice the effectiveness of service of the Service Document.

(e) “Service Document” means a claim form, application notice, order or judgment or other document relating to any actual (as opposed to contemplated) Proceedings.

40. RIGHTS OF THIRD PARTIES

The provisions of Clause 20(a), Clause 14(c), Clause 17(h) and Schedule 6 confer a benefit on the persons specifically referred to in those provisions (each, a “Third Party”) and, subject to the remaining terms of this Clause, are intended to be enforceable by each such Third Party by virtue of the Contracts (Rights of Third Parties) Act 1999. The parties do not intend that any term of this Agreement, apart from the provisions specifically referred to in this Clause, should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement. Notwithstanding the provisions of this Clause, this Agreement may be amended or varied in any way and at any time by the parties to the Agreement without the consent of any Third Party.

41. PRE-SALE SPLIT OUT

The Vendor and the Purchaser will negotiate prior to Completion with a view to agreeing on an alternative structure for the transaction contemplated by this Agreement, such alternative structure to involve (i) the Company transferring to a new company (“Newco”) to be set up as a new member of the Vendor’s Group such elements of the Acquired Business as the Purchaser may reasonably request and/or (ii) a tolling or similar contractual arrangement/structure (the “Pre-Sale Split”) and on the Completion Date the Vendor selling the Shares and (if applicable) the entire issued share capital of Newco, provided that (without prejudice to the generality of the requirement of reasonableness):

(a) the Purchaser will indemnify the Vendor, any other member of the Vendor’s Group and (if so requested) the Company against all liabilities and reasonable costs incurred by, or claims brought against, them in connection with or resulting from the Pre-Sale Split;

(b) without limiting paragraph (a) above, the Purchaser will indemnify the Vendor, any other member of the Vendor’s Group and (if so requested) the Company against any amount by which the liability to Tax incurred by the Vendor, any other member of the Vendor’s Group or the Company as a direct or indirect consequence of, or otherwise in connection with, the Pre-Sale Split, the disposal of the Shares or the disposal of the shares in Newco (or any alternative structure agreed pursuant to this Clause 41) exceeds the liability to Tax that would have been incurred by them as a direct or indirect consequence of, or otherwise in connection with, the sale of the Shares as currently contemplated in Clause 3 of this Agreement, and neither the Tax Warranties nor clause 2 (Covenant) of the Tax Covenant will apply to any liability to Tax incurred by the Company, or any other event, act, transaction or omission occurring, in connection with the Pre-Sale Split;

(c) the Vendor will have no obligation to do or to procure anything in connection with the Pre-Sale Split which would cause it, any other member of the Vendor’s Group or the Company unreasonable inconvenience, cost or risk;

(d) neither the Vendor nor the Company shall be obliged to seek the consent of any third party (not being a member or the Vendor’s Group, an Employee or a trustee of the Huntsman pension scheme) for the doing of anything in connection with the Pre-Sale Split;

(e) the amount of time required to be spent by the personnel of the Vendor, any other member of the Vendor’s Group or the Company in connection with the Pre-Sale Split will be modest and not such as to interfere materially with their existing duties;

(f) the Purchaser acknowledges that nothing done by way of a Pre-Sale Split shall be deemed to fall within the circumstances provided for in paragraph 17.1 (Part E) of Schedule 9;

(g) the Vendor will be not be obliged to use more than reasonable endeavours to obtain the consent of the trustees of the Huntsman pension scheme in relation to the Pre-Sale Split and no party will be required to agree to Pre-Sale Split if such consent would be on terms which are less favourable to that party than the terms which have already been agreed with the trustees of the Huntsman

pension scheme and the Pre-Sale Split will be subject to the consent of the trustees of the Huntsman pension scheme;

(h) no party will be required to agree to a Pre-Sale Split if it would give rise to a less favourable tax treatment (or create greater uncertainty about the tax treatment) for that party in connection with the transactions contemplated under this Agreement than if the Pre-Sale Split did not occur;

(i) no party will be required to agree to a Pre-Sale Split if it will lead to Completion taking place at a later date than it would otherwise have taken place (including where it will lead to the non-satisfaction or a delay in the satisfaction of any of the conditions set out in Clause 2) and the agreement and achievement of a Pre-Sale Split will not, for the avoidance of doubt, be a condition to Completion;

(j) the Pre-Sale Split will not result in less consideration being payable by the Purchaser than would otherwise have been the case under this Agreement or in an increase in the liability of the Vendor or any member of the Vendor’s Group under any of the Warranties, indemnities or other provisions of this Agreement; and

(k) the Purchaser must provide to the Vendor within 14 days of this Agreement reasonable details of the structure it proposes for the Pre-Sale Split (failing which, there will be no negotiation in relation to the Pre-Sale Split) and the Vendor will be entitled to raise any reasonable objections to such proposal and if, when the parties pursue negotiations relating to the Purchaser’s proposal, it becomes apparent that the proposal would involve the Vendor, the Company or any member of the Vendor’s Group doing anything which it would not be obliged to do or which is otherwise prevented under paragraphs (c) to (i) above, the Vendor will not be entitled to pursue those negotiations further,

and the provisions of paragraphs (a) to (k) above will apply whether Completion occurs or not, and notwithstanding termination of this Agreement for any reason. If the Pre-Sale Split is agreed, appropriate amendments to the terms of this Agreement and the Tax Covenant shall be made to reflect the provisions of paragraphs (a) to (j) above and the alternative transaction structure. This will include changing references in this Agreement to Shares so that they comprise both shares in the Company and shares in Newco, changing references in this Agreement to the Company to be references to the Company and Newco, changing Clause 8 of this Agreement to permit the restructuring to take place and changing Clause 2 of this Agreement so that any consequences of implementing the Pre-Sale Split will not be treated as a material adverse effect for the purposes of Clause 2(a)(viii) or (ix).

IN WITNESS whereof the parties have entered into this Agreement the day and year first before written.

SCHEDULE 1
(Interpretation)

1. In this Agreement and the Schedules to it, unless otherwise specified:

“Accounts”		means the audited accounts of the Company for the accounting period ended on the Accounts Date, a copy of which forms part of Attachment V;

“Accounts Date”		means 31st December 2005;

“Acquired Business”		means the business of the Company as carried on at the date of this Agreement comprising the manufacture, marketing, distribution and/or sale of benzene, ethylene, propylene, butadiene, xylenes, cyclohexane, ethyl benzene and paraxylene and other co-products from sites at Wilton and North Tees, Teesside;

“Agreed Form”		means, in relation to any document, such document in the form initialled for the purposes of identification only by or on behalf of the Purchaser and the Vendor as amended by agreement or pursuant to the terms of this Agreement;

“Agreed Rate”		3-month US-dollar LIBOR plus 1 per cent.;

“Agreement for Lease”		means the agreement dated 26 September, 2005 between Wilton Centre (No. 1) Limited and Wilton Centre (No. 2) Limited (1) and Huntsman Petrochemicals (UK) Limited (2);

“Assurance”		means any warranty, representation, statement, assurance, covenant, agreement, undertaking, indemnity, guarantee or commitment of any nature whatsoever;

“Break Date”		means the date on which the Tenant may determine the Lease in accordance with Clause 6.1 of the Lease;

“Business Day”		means a day (other than a Saturday or a Sunday) on which banks are open for business in London (other than solely for trading and settlement in euros) and in New York and in The Netherlands;

“Change of Control”		means an event in respect of which the person or persons who have Control of the Vendor, or the Purchaser, as the case may be, cease to have such control;

“Company”		means Huntsman Petrochemicals (UK) Limited, basic details of which are set out in Attachment I;

“Completion”		means completion of the sale and purchase of the Shares in accordance with Clause 10;

“Completion Date”		means the date on which Completion occurs;

“Completion Statement”		means the completion statement prepared in accordance with the principles set out in Attachment IV;

“Completion Working Capital”		means the aggregate of the following amounts (to be shown in the Completion Statement) in US dollars at close of business on the Completion Date, excluding (for the avoidance of doubt) any amount represented in the Final Cash Amount, the Final Intra-Group Debt Amount, the Intra-Group Balances and the Final Third Party Debt Amount:

		(i) all raw material and consumables, stocks-in-process, finished stocks, goods for resale and inventory, wherever located, beneficially owned by the Company including items which, though subject to reservation of title by the relevant sellers, are under the control of the Company; plus

		(ii) debtors/accounts receivable due to the Company (including third party trade debtors, other debtors, accrued income and prepayments) in each case including such part of such amounts as relate to VAT, such amounts being calculated, for the avoidance of doubt, after the securitisation of the Company’s accounts receivable has been reversed out; minus

		(iii) trade and other creditors/accounts payable by the Company (including third party trade creditors, bills of exchange payable, other creditors and accruals and deferred income, but excluding any payables of capital expenditure in respect of the LDPE Project) in each case including such part of such amounts as relate to VAT;

“Control”		means the ability of a person or persons to ensure that the activities and business of a body corporate are conducted in accordance with the wishes of that person or persons and a person or persons shall be deemed to exercise Control of a body corporate if one of a series of bodies corporate can be identified, starting with a body corporate in respect of which that person or persons hold a majority of the voting rights, and ending with the relevant body corporate, each of the bodies corporate in the chain holding a majority of the voting rights in the next;

“Data Protection Legislation”		shall bear the meaning given in paragraph 48 of Schedule 3;

“Data Room”		means those documents, including copies of documents made available to the Purchaser in electronic form, referred to in the list in Attachment III, consisting of the Data Site, the Property Data Room, the Pipelines Data Room and the Physical Disclosure Bundle;

“Data Site”		those copy documents made available to the Purchaser in electronic form, listed in Part 1 of the list in Attachment III;

“Debt Free Price”		means US$700,000,000;

“Disclosure Letter”		means the letter of the same date as this Agreement written by the Vendor to the Purchaser for the purposes of paragraph 12 of Schedule 4;

“Employees”		means the employees of the Company at the date of this Agreement, unless provided otherwise;

“Encumbrance”		means, without limitation, any claim, charge, seizure, arrest, mortgage, pledge, security, lien, option, right to acquire (including, without limitation, any preference right), equity, power of sale, hypothecation, pre-emption right, third party right of consent or other third party right similar in nature or in its effects to any of the foregoing or any other form of security or encumbrance or equity;

“Environmental Covenant”		means the indemnity in relation to certain HSE Matters as set out in Schedule 9;

“Expert”		save for the Environmental Covenant, means a partner at an independent firm of chartered accountants agreed between the parties or, in default of agreement within 10 Business Days of one of the parties seeking the appointment of an Expert, selected by the President for the time being of the Institute of Chartered Accountants in England and Wales;

“ExxonMobil”		means ExxonMobil Chemical Technology Licensing LLC, together with any holding company thereof and all other subsidiaries of any such holding company from time to time;

“Final Cash Consideration”		has the meaning given in Clause 4(b);

“Final Cash Amount”		means the aggregate in US dollars as at close of business on the Completion Date of cash at bank as reflected in the books of the Company and cash in hand and current investments of the Company in each case where the entity with which the cash is placed or which is the issuer of the investments is not a member of the Vendor’s Group at Completion;

“Final Intra-Group Debt Amount”		means the aggregate in US dollars of all amounts expressed to be owed by or to the Company by or to any member of the Vendor’s Group (as the case may be) outstanding as at close of business on the Completion Date (or which would have been outstanding if not repaid under Clause 6(a)) which are in either case borrowings

		or indebtedness in the nature of borrowings or amounts due in respect of Taxation paid or to be paid by another member of the Vendor’s Group on the Company’s behalf (together in each case with accrued interest thereon and any uncleared items), including, for the avoidance of doubt, amounts owed in respect of current account (which does not include trade debtors or trade creditors) and cash pooling balances; for the purpose of determining the value of the Final Intra-Group Debt Amount, sums owed by the Company shall be treated as having a positive value and sums owed to the Company shall be treated as having a negative value;

“Final Third Party Debt Amount”		means the aggregate in US dollars of:

		(i) all amounts of borrowings and indebtedness in the nature of borrowings of the Company as at close of business on the Completion Date (including sums in respect of finance leases, other than finance lease relating to vehicles), and including accrued interest, early repayment penalties and other break costs payable on repayment prior to maturity (where applicable) in respect of such amounts, but excluding any amounts represented in the Final Intra-Group Debt Amount, the Completion Working Capital and Intra-Group Balances and any such borrowings which represent a Tax liability; and

		(ii) liabilities/commitments relating to, or provisions for (in each case as at close of business on the Completion Date):

		(a) unpaid costs which the Company is legally obliged to pay in connection with restructuring the Vendor’s Group and the Acquired Business, and

		(b) any unpaid costs incurred by the Company in respect of the litigation involving the Company and INEOS referred to in the Disclosure Letter, excluding costs incurred after the date of this Agreement in accordance with Clause 8 and excluding (for the avoidance of doubt) any liabilities to third parties in respect of their costs,

		excluding any amounts represented in the Final Intra-Group Debt Amount, Intra-Group Balances or Completion Working Capital;

“HSE Law”		means any applicable statutes, subordinate legislation and other national, federal, state and local laws (including common law and any contractual obligations), rules, regulations, orders,

		ordinances, judgments or injunctions and codes of practice, guidance notes and judicial and administrative interpretation of each of the foregoing each as is valid and enforceable on the Company as at the date of this Agreement each as relate to HSE Matters;

“HSE Matters”		means any matters relating to the pollution or protection of the environment and/or health and safety (including contamination, nuisance and any disposal, deposit, emission, spillage or other release of, or exposure of any person or organism to, hazardous materials or waste);

“HSE Permit”		means any permit, authorisation, licence, permission, consent or approval issued or required under HSE Law;

“HSE Warranties”		means the warranties set out in paragraph 19 of Schedule 3;

“Immovable Property”		means freehold and leasehold land and buildings, fixtures or other immovable property;

“Initial Cash Consideration”		has the meaning given in Clause 4(a);

“Intellectual Property”		means patents, trade marks, rights in designs, copyrights (including rights in computer software) and rights in databases (whether or not any of these is registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world;

“Intra-Group Balances”		means the aggregate in US dollars of all amounts expressed to be owed by or to the Company by or to any member of the Vendor’s Group (as the case may be) outstanding as at close of business on the Completion Date other than those amounts comprised within the Final Intra-Group Debt Amount;

“Landlord’s Works”		has the meaning given to that term in the Agreement for Lease;

“Landowners”		means the owners of the Immovable Property over, on or in which the Pipelines are situated;

“LDPE Grant”		means the grant of up to £16,500,000 from the Department of Trade and Industry to the Company under section 7 of the Industrial Development Act 1982, as confirmed by a letter from AJT Steele to the Company of 27 August 2004;

“LDPE Technology Licence”		means the High Pressure Tubular Polyethylene Technology License Agreement between ExxonMobil Chemical Technology Licensing LLC and the Company dated 7 January 2005;

“Lease”		means the lease to be entered into between Wilton Centre (No. 1) Limited and Wilton Centre (No. 2) Limited (1) and Huntsman Petrochemicals (UK) Limited (2) pursuant to the Agreement for Lease;

“Management Accounts”		means the unaudited management accounts in relation to the Company for the six-month period to 30th June 2006 and the unaudited management accounts in relation to the Company for each of July and August 2006, attached hereto in Attachment V, and, when delivered, the management accounts in relation to the Company delivered pursuant to Clause 16(b), each prepared (i) in accordance with United States Generally Accepted Accounting Principles but not including notes or other types of information that, although required by United States Generally Accepted Accounting Principles, would not have been included in the Company’s management accounts for the accounting period ended on the Accounts Date and (ii) in a manner consistent in all material respects with that adopted in the preparation of the Company’s management accounts for the accounting period ended on the Accounts Date and reconciled to United Kingdom Generally Accepted Accounting Principles such that the reconciliation includes all items as if the Management Accounts had been prepared under United Kingdom Generally Accepted Accounting Principles;

“Material Contract”		means any contract, including, but not limited to:

		(i) logistics contracts;

		(ii) capital expenditure commitments and construction contracts; and

		(iii) service contracts,

		in any case calling for payments by any party thereto in excess of US$30 million in any one year;

“Merger Regulation”		has the meaning given in Clause 2;

“Outstanding Refurbishment Cost”		means the costs (exclusive of VAT) payable in respect of the Outstanding Refurbishment Works or any other outstanding costs in respect of the Landlord’s Works and any other associated works;

“Outstanding Refurbishment Works”		means those parts of the Landlord’s Works and any other associated works to be carried out in accordance with the Agreement for Lease as amended by the Side Letter which remain outstanding;

“Pensions Warranties”		has the meaning given in Clause 17;

“Permitted Assignee”		has the meaning given in Clause 28;

“Permitted Encumbrances”		means security interests arising in the ordinary course of the Acquired Business or by operation of law, security interests arising under sales contracts with title retention provisions and equipment leases with third parties entered into in the ordinary course of the Acquired Business and security interests for Taxes and other governmental charges which are not due and payable or which

		may thereafter be paid without penalty and other imperfections in title and encumbrances, if any, which do not individually or in aggregate materially impair the continued use and operation of the assets to which they relate in the context of the Acquired Business excluding any Encumbrance or obligation entered into for the purposes of the securitisation of the accounts receivable of the Company;

“Physical Disclosure Bundle”		means the bundle of documents accompanying the Disclosure Letter;

“Pipelines”		means the pipelines serving certain of the Properties for the transmission of ethylene, known respectively as The Trans-Pennine Ethylene Pipeline, running between Wilton and Runcorn and the Wilton to Grangemouth Ethylene Pipeline, running between Wilton and Grangemouth together with all spurs, valve compounds, plant, storage and other facilities ancillary thereto;

“Pipelines Data Room”		those documents made available to the Purchaser, listed in Part 3 of the list in Attachment III;

“Pipelines Warranties”		has the meaning given in Clause 17;

“Proceedings”		means any proceeding, suit or action in any court or tribunal arising out of or in connection with this Agreement or any transaction contemplated hereby;

“Properties”		means the Immovable Property specified in Attachment II;

“Property Data Room”		mean those copy documents made available to the Purchaser, listed in Part 2 of the list in Attachment III;

“Property Warranties”		has the meaning given in Clause 17;

“Provisional Actual Expenditure”		means the provisional amount of the Actual Expenditure as estimated in good faith (but without liability) by the Vendor;

“Provisional Cash Amount”		means the provisional amount of the Final Cash Amount as estimated in good faith (but without liability) by the Vendor;

“Provisional Forecast Expenditure”		means the provisional amount of the Forecast Expenditure as estimated in good faith (but without liability) by the Vendor;

“Provisional Intra-Group Debt Amount”		means the provisional amount of the Final Intra-Group Debt Amount as estimated in good faith (but without liability) by the Vendor;

“Provisional Third Party Debt Amount”		means the provisional amount of the Final Third Party Debt Amount as estimated in good faith (but without liability) by the Vendor;

“Provisional Working Capital”		means the provisional amount of the Completion Working Capital as estimated in good faith (but without liability) by the Vendor;

“Purchaser’s Bank Account”		means the account designated by the Purchaser to the Vendor not less than two Business Days before Completion;

“Purchaser’s Completion Documents”		has the meaning given in Clause 19;

“Purchaser Confidential Information”		means all information which is not in the public domain in whatever form held:

		(i) relating to any member of the Purchaser’s Group (including the Company) or the business of any such member;

		(ii) supplied by or on behalf of any member of the Purchaser’s Group to any member of the Vendor’s Group relating to the business of the Purchaser’s Group; or

		(iii) supplied in confidence to any member of the Purchaser’s Group by any third party and which relates to the business of the Purchaser’s Group;

“Purchaser’s Group”		means the Purchaser, its subsidiaries (including, after Completion, the Company), any holding company of the Purchaser and all other subsidiaries of any such holding company from time to time;

“Purchaser’s Solicitors”		means Macfarlanes, of 10 Norwich Street, London EC4A 1BD;

“Senior Employee”		means, in relation to the members of the Vendor’s Group or the Purchaser’s Group, any employee of any member of the relevant group who belongs to the senior management personnel or technical personnel of such member;

“Service Document”		has the meaning given in Clause 39;

“Shares”		means the entire issued share capital of the Company, and all outstanding rights (if any) to call for the issue of further shares in the capital of the Company, in each case at Completion;

“Side Letter”		means a side letter dated 7 April 2006 between the parties to the Agreement for Lease;

“so far as the Vendor is aware”		means so far as is within the actual knowledge of Sam Scruggs, Jim Moore, Michael Maughan, Mahomed Maiter, John O’Neill, Paul Booth, Michael Ducker, Ronald Grant, Mike Kern, Wade Rogers, Ian Machin, Brian Thomas, Gary Hodgson, John Galbraith, David Hughes, Joe Duffy, Kevin Hardman, Brian Watson, David Flett, Alan MacMahon, Andy Teague, Mark Williams, Andy Boylett, Neil Moon or Steve Bryan and all other phrases in this Agreement relating to the knowledge, information and belief or awareness of the Vendor shall be construed as a reference to “so far as the Vendor is aware” as so defined;

“Target Working Capital”		means US$285,006,437; (being the sum of US$20,000,000 and US$265,006,437, the latter being a figure based on the Accounts using relevant exchange rates used for preparing the Accounts);

“Tax”		has the meaning given to that expression in the Tax Covenant;

“Tax Authority”		means any taxing or other authority (anywhere in the world) competent to impose any liability to Tax;

“Tax Covenant”		means a tax covenant in the form set out in Schedule 7;

“Tax Warranties”		means the Warranties set out in paragraphs 23 to 46 of Schedule 3;

“Termination Date”		means (a) in respect of the conditions contained in sub-clauses 2(a)(iii) and (v) to (ix), 5.00 pm on 31 December 2006, and (b) in respect of the conditions contained in sub-clauses 2(a)(i), (ii), (iv) and (x), means 5.00 pm on 28 February 2007;

“Transferring In Employee”		has the meaning given in Clause 14;

“Transferring Out Employee”		has the meaning given in Clause 14;

“Third Party”		has the meaning given in Clause 40;

“US dollars” or “US$”		means the lawful currency from time to time of the United States of America;

“VAT”		means value added tax or any similar tax or levy imposed in any jurisdiction that is to be characterised as a value added or turnover tax;

“Vendor Confidential Information”		means all information which is not in the public domain in whatever form held:

		(i) relating to any member of the Vendor’s Group or the

		business of any such member;

		(ii) supplied by or on behalf of any member of the Vendor’s Group to the Company or any (other) member of the Purchaser’s Group relating to the business of the Vendor’s Group; or

		(iii) supplied in confidence to any member of the Vendor’s Group by any third party and which relates to the business of the Vendor’s Group;

“Vendor’s Bank Account”		means the account designated by the Vendor to the Purchaser not less than two Business Days before Completion;

“Vendor’s Completion Documents”		has the meaning given in Schedule 3;

“Vendor’s Group”		means the Vendor, any holding company of the Vendor and all other subsidiaries of any such holding company from time to time (excluding, with effect from Completion, the Company);

“Warranties”		means the warranties set out in Schedule 3 and Schedule 5 and “Warranty” shall be construed accordingly; and

“Working Hours”		means 9.30 a.m. to 5.30 p.m. (local time) on a Business Day.

(a) In this Agreement and the Schedules to it, unless otherwise specified:

(i) references to Clauses, Schedules and Attachments are to Clauses of, and Schedules and Attachments to, this Agreement;

(ii) a reference to a sub-clause is to a sub-clause of the Clause in which such reference appears, to a paragraph is to a paragraph of the sub-clause or Schedule (as the case may be) in which such reference appears and to a sub-paragraph is to a sub-paragraph of the paragraph in which such reference appears;

(iii) a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted;

(iv) references to a “company” shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established;

(v) references to a “person” shall be construed so as to include any individual, firm, company, government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body (whether or not having separate legal personality);

(vi) a company is a “subsidiary” of another company (and that other company is its “holding company”) if that other company, directly or indirectly, through one or more subsidiaries:

(A) holds a majority of the voting rights in it; or

(B) is a member or shareholder of it and has the right to appoint or remove a majority of its board of directors or other equivalent managing body; or

(C) is a member or shareholder of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it;

(vii) references to writing shall include any modes of reproducing words in a legible and non-transitory form;

(viii) references to times of the day are (except where otherwise provided) to London time;

(ix) headings are for convenience only and do not affect the interpretation of this Agreement;

(x) references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official, or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term;

(xi) where any Warranty or any provision of Clause 10 is qualified or phrased by reference to materiality, such reference shall, unless specified to the contrary, be construed as a reference to materiality in the context of the Acquired Business taken as a whole and where any Warranty contains a reference to a material adverse effect, such reference shall be construed as a reference to a material adverse effect on the financial position of the Acquired Business taken as a whole and which shall exclude, for the avoidance of doubt, any account of effect on the prospects of the Acquired Business;

(xii) other than in the Tax Covenant and the Environmental Covenant, references to “indemnify” and “indemnifying” any person against any circumstances include indemnifying and keeping that person harmless on an after-Tax basis from all actions, claims, demands and proceedings from time to time made against that person and all liabilities, loss, damages and all reasonable payments, costs and expenses made or incurred by that person as a consequence of or which would not have arisen but for that circumstance;

(xiii) any indemnity or covenant to pay (the “Payment Obligation”) being given on an “after-Tax basis” or expressed to be “calculated on an after-Tax basis” means that to the extent that the amount payable pursuant to such Payment Obligation (the “Payment”) is subject to a deduction or withholding required by law in respect of Tax or any Tax Authority brings into charge to Tax (or into any computation of income, profit or gain for the purposes of any charge to Tax) in the hands of the recipient it shall be increased (or an additional amount shall be paid) so as to ensure that, after

taking into account the Tax charged on such amount (including the increased or additional amount), the recipient of the Payment is left with the same amount as it would have been entitled to receive had the Payment not been subject to such deduction or withholding or had not been brought into charge to Tax (or into any computation of income, profit or gain for the purposes of any charge to Tax) in the hands of the recipient

PROVIDED that the recipient shall:-

(A) use all reasonable endeavours to obtain and utilise, or as the case may be procure the obtaining and utilisation of, any Tax credit, repayment or other Tax benefit which is available to the recipient or any of its subsidiaries, any holding company of the recipient and any of the other subsidiaries of such holding company from time to time, (together, for the purposes of this paragraph, the “recipient’s group”) solely as a result of the matter giving rise to the Payment on the same basis as any other Tax credit, repayment or other Tax benefit which is available to the recipient or any other member of the recipient’s group; and

(B) as soon as practicable after the utilisation in whole or in part of any Tax credit, repayment or other Tax benefit which is available to the recipient or any other member of the recipient’s group solely as a result of the matter giving rise to the Payment, pay to the other party an amount which will leave it, or other such member, (after that payment) in the same after Tax position as it, or other such member, would have been had the obligation to make the Payment not arisen

(which amount of Tax and Tax credit, repayment or other Tax benefit is to be determined by the auditors of the recipient at the shared expense of both parties and is to be certified as such to the party making the Payment);

(xiv) references to “costs” and/or “expenses” incurred by a person shall not include any amount in respect of VAT for which either that person or, if relevant, the representative member of the VAT group to which that person belongs is entitled to credit as VAT input tax;

(xv) references to the singular shall include the plural and vice versa;

(xvi) each of the Attachments shall be in an Agreed Form;

(xvii) where interest is to be calculated between two dates or from one date to another date, the interest period shall be from but excluding the first date to and including the second date; and

(xviii) if:

(a) any monetary sum to be taken into account in calculating the Final Cash Amount, the Final Intra-Group Debt Amount, the Final Third Party Debt

Amount or the Completion Working Capital is expressed in a currency other than US dollars, that amount shall be translated into US dollars at the closing rate of exchange on the third Business Day preceding the Completion Date as published by Bloomberg, or, where no such rate of exchange is published in respect of that date, at the rate quoted by Reuters as at close of business on that date. For these purposes, what constitutes a “Business Day” will be determined by reference to days on which banks are open for business in London (other than solely for trading and settlement in euros), but not taking into account whether banks are open in New York or The Netherlands;

(b) any monetary sum to be taken into account for the purposes of applying any US dollar denominated figure referred to in the Warranties is denominated in a currency other than US dollars, it shall be translated into US dollars at the same closing rate of exchange as specified in sub-paragraph (a) above, but on the date of this Agreement; and

(c) any claim is made in respect of the Warranties or under the Tax Covenant or Environmental Covenant and it is expressed in a currency other than US dollars, it shall be translated into US dollars for the purposes of the application of Schedule 4 at the same closing rate of exchange as specified in sub-paragraph (a) above, but on the date the Vendor is first notified of the claim under paragraph 2 of that Schedule.

SCHEDULE 2
(Completion arrangements)

1. General

(A) Vendor’s obligations

At Completion the Vendor shall:

(i) deliver to the Purchaser:

(a) a copy of minutes of a duly held meeting of the directors of the Vendor and of the Vendor’s Guarantor (or a duly constituted committee thereof) authorising the execution by the Vendor and by the Vendor’s Guarantor of this Agreement and of the Vendor’s Completion Documents and, in the case where such execution is authorised by a committee of the board of directors of the Vendor or of the Vendor’s Guarantor, a copy of the minutes of a duly held meeting of the directors constituting such committee or the relevant extract thereof (in each case such copy minutes being certified as correct by the secretary of the Vendor or the Vendor’s Guarantor, as the case may be);

(b) a duly executed transfer in respect of the Shares in favour of the Purchaser or such nominee of the Purchaser as the Purchaser may nominate (subject to written notification to the Vendor not less than 5 days prior to the Completion Date) together with the certificates for the Shares (or an indemnity in lieu thereof) and any power of attorney under which any transfer is executed;

(c) a duly executed power of attorney in the Agreed Form in favour of the Purchaser in respect of the Vendor’s rights and powers as the registered holder of the Shares;

(d) the resignation of the present auditors of the Company in the Agreed Form;

(e) resignations in the Agreed Form of each of the directors and the secretary of the Company, such resignations to be expressed to take effect on the Completion Date;

(f) notification of the Provisional Third Party Debt Amount, the Provisional Intra-Group Debt Amount, the Provisional Cash Amount, the Provisional Working Capital, the Provisional Actual Expenditure and the Provisional Forecast Expenditure;

(g) a counterpart of the Tax Covenant duly executed on behalf of the Vendor;

(h) the statutory books (which shall be written up to but not including the Completion Date), the certificate of incorporation (and any certificate of incorporation on change of name) and common seal (if any) of the Company; and

(i) a deed of release duly executed by Huntsman (Holdings) UK which releases in full the Guarantee and Debenture dated 30 June 1999 entered into by the Company in favour of Huntsman (Holdings) UK and the Supplemental Charge dated 30 June 1999 granted by the Company in favour of Huntsman (Holdings) UK, together with duly executed Land Registry forms DS1 relating to such security registered at the Land Registry in respect of the Properties;

(ii) procure that a board meeting of the Company be held at which:

(a) it shall be resolved that the transfer relating to the Shares shall be approved for registration and (subject only to the transfer being duly stamped) the relevant transferee registered as the holder of the Shares in the Register of Members;

(b) each of the persons nominated by the Purchaser shall be appointed auditors, directors and/or secretary, as the Purchaser shall direct;

(c) the resignations of the directors and secretary in the Agreed Form shall be tendered and accepted so as to take effect at Completion;

(d) all existing bank mandates of the Company shall be varied as requested by the Purchaser; and

(e) the accounting reference date and the registered office of the Company shall be altered in accordance with the instructions of the Purchaser; and

(iii) procure that all land or title certificates, title deeds or other documents relating to the Properties are either delivered to the Purchaser or are held to the order of the Purchaser or its solicitors.

(B) Purchaser’s obligations

At Completion the Purchaser shall:

(i) deliver to the Vendor:

(a) a copy of the minutes of a duly held meeting of the directors of the Purchaser and of the Purchaser’s Guarantor (or a duly constituted committee thereof) authorising the execution by the Purchaser and the Purchaser’s Guarantor of this Agreement and the Purchaser’s Completion Documents and, in the case where such execution is authorised by a committee of the board of directors of the Purchaser or of the Purchaser’s Guarantor, a copy of the minutes of a duly held meeting of the directors constituting such committee or the relevant extract thereof (in each case such copy minutes being certified as correct by the secretary of the Purchaser or the Purchaser’s Guarantor, as the case may be);

(b) a counterpart of the Tax Covenant duly executed by the Purchaser; and

(c) a receipt acknowledging delivery of all documents required to be delivered by the Vendors pursuant to this Schedule 2; and

(ii) pay the Initial Cash Consideration in immediately available funds in US dollars to the Vendor’s Bank Account.

At least five Business Days prior to completion the Purchaser shall deliver to the Vendor the names of all persons to be appointed auditors, directors or secretary of the Company and any new bank account mandate details, accounting reference date or registered address.

SCHEDULE 3
(The Warranties)

1. Capacity of the Vendor and the Vendor’s Guarantor

(A) The Vendor and the Vendor’s Guarantor have the requisite power and authority to enter into and perform this Agreement and the other documents which are to be executed by them at Completion or otherwise pursuant to this Agreement (the “Vendor’s Completion Documents”).

(B) This Agreement constitutes and the Vendor’s Completion Documents will, when executed by the Vendor and/or the Vendor’s Guarantor, as the case may be, constitute binding obligations of the Vendor and/or the Vendor’s Guarantor in accordance with their respective terms.

(C) The execution and delivery by the Vendor and the Vendor’s Guarantor of, and the performance of their respective obligations under, this Agreement and the Vendor’s Completion Documents will not:

(i) result in a breach of any provision of their respective memoranda or articles of association or equivalent constitutional document;

(ii) result in a breach of, or constitute a default under, any instrument to which either is a party or by which either is bound and which individually or collectively will have a material adverse effect on the Acquired Business or which is material in the context of the transactions contemplated by this Agreement;

(iii) result in a breach of any order, judgment or decree of any court or governmental agency to which either is a party or by which either is bound and which individually or collectively will have a material adverse effect on the Acquired Business or which is material in the context of the transactions contemplated by this Agreement; or

(iv) save as contemplated by this Agreement, require either to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date of this Agreement and is in full force and effect where failure to obtain such consent or approval, give such notice or make such registration individually and collectively will have a material adverse effect on the Acquired Business or which is material in the context of the transactions contemplated by this Agreement.

2. Ownership of the Shares

(A) The Vendor is the sole legal and beneficial owner of the Shares.

(B) There is no option, right to acquire, mortgage, charge, pledge, lien or other form of security or Encumbrance or equity on, over or affecting the Shares or any of them and there is no agreement or commitment entered into by any member of the Vendor’s Group to give or create any of the foregoing.

3. The Company

(A) The issued and allotted share capital of the Company is as specified in Attachment I and the number of the Shares is as specified therein and the Shares are in each case fully paid up and non-assessable to future calls of capital.

(B) With the exception of the Shares, the Vendor’s Group has no interest in the capital of the Company.

(C) There is no outstanding agreement or commitment entered into by any member of the Vendor’s Group which calls for the allotment, issue or transfer of, or accords to any person the right to call for the allotment, issue or transfer of, any shares or debentures in or securities of the Company.

4. Interests of the Company

(A) The Company does not have any interest in the share capital of any company other than those referred to in Attachment I.

(B) The Company does not act or carry on business in partnership with any other person nor is a member of an unincorporated body, undertaking or association.

5. Solvency

(A) No order has been made and no resolution has been passed for the winding up of the Company, and no petition has been presented for the purpose of the winding up of the Company or the Vendor.

(B) No administration order has been made and no petition or application for such order has been made or presented and no administrator has been appointed and no procedure has been commenced with a view to the appointment of an administrator in respect of the Company.

(C) No receiver (which expression shall include an administrative receiver) has been appointed in respect of the Company or any of its assets.

(D) No composition or similar arrangement with creditors including, but not limited to, a voluntary arrangement, has been proposed under Part 1 Insolvency Act 1986 in respect of the Company.

(E) The Company is not insolvent, or unable to pay its debts within the meaning of section 123 Insolvency Act 1986, and has not stopped paying its debts as they fall due.

6. Assets

(A) Each of the material assets included in the Accounts or acquired by the Company since the Accounts Date (other than stocks, obsolete assets or redundant assets or cash disposed of as part of the ordinary running of the Acquired Business and other assets which are the subject matter of operating or finance or capital leases) is owned both legally and beneficially by the

Company and each of those assets capable of possession is, save where in the possession of third parties in the ordinary course of the Acquired Business, in the possession of or under the control of the Company or a member of the Vendor’s Group.

(B) The assets and rights owned by the Company together with such other facilities and services as are to be provided to the Purchaser’s Group pursuant to Clause 16 comprise all the assets and rights which are required in order to carry on the Acquired Business in all material respects in the same manner as it was carried on during the twelve months ended on the date of this Agreement. This warranty shall not be construed as giving any representation or warranty that the operations of the Company do not infringe or make unauthorised use of any Intellectual Property or know-how proprietary to any third party.

(C) In relation to the Acquired Business, the Company’s manufacturing and infrastructure units have been serviced and maintained in all material respects in accordance with Huntsman prescribed practice, as disclosed to the Purchaser in the Data Room and the units, machinery and equipment used by the Company are, so far as the Vendor is aware, in reasonable working order taken as a whole (subject to fair wear and tear, having regard to their age and use) so as to be capable of operating in all material respects on a similar basis as they have been operated in the Acquired Business during the twelve months preceding the date of this Agreement.

(D) There are no material concerns, so far as the Vendor is aware, relating to the integrity and reliability of manufacturing and infrastructure units used in the Acquired Business that have not been addressed or which the Company does not plan to address in the ordinary course and the Company has not experienced any total and unscheduled shutdowns (excluding orderly plant trips) of any of such manufacturing units or infrastructure facilities used for the operation of the manufacturing units in the past twelve months.

(E) In relation to the Acquired Business, the Company holds a stock of key engineering spares which, both as to scope and quantity, is consistent with its practice in the 24 months preceding the date of this Agreement and, as far as the Vendor is aware, key engineering spares remain commercially available for all the Company’s manufacturing units and infrastructure facilities used for the operation of the manufacturing units.

7. Encumbrances

Save for (i) Permitted Encumbrances and (ii) licences of Intellectual Property which are not material to the ongoing operations of the Acquired Business, no option, right to acquire, mortgage, charge, pledge, lien or other form of security or Encumbrance or equity on, over or affecting the whole or any part of the assets of the Company (other than the Properties) is outstanding and, save in relation to (i) Permitted Encumbrances and (ii) licences of Intellectual Property which are not material to the ongoing operations of the Acquired Business, there is no agreement or commitment entered into by the Company to give or create any or any claim made against the Company by any person to be entitled to any.

8. Accuracy of information

(A) The statutory books required to be kept by the Company have in all material respects been properly kept and contain a record of the material matters which should be dealt with in those books and no notice or allegation that any of them is materially incorrect or should be rectified has been received by the Company.

(B) The copies of the memorandum and articles of association of the Company contained in the Data Room are complete and accurate copies.

(C) The Company has properly made, when due, all filings and returns required to be made by it under all applicable laws or regulations or under the rules or regulations of any regulatory authority within whose jurisdiction it operates, or under any contract, or permit or licence held by it, or in order to enable it to assert title to any asset owned by it, or to exercise any right held by it.

9. Accounts

(A) The Accounts were prepared in accordance with English law and accounting principles generally accepted in the United Kingdom. On that basis and subject as described in such Accounts, the Accounts give a true and fair view of the assets and liabilities of the Company as at, and of its profits for the accounting period ended on, the Accounts Date. The Accounts are not affected by any extraordinary, exceptional or non-recurring items, except as expressly disclosed in notes to the Accounts.

(B) The Accounts were prepared on bases and in accordance with principles and practices consistent in all material respects with those applied in relation to the statutory accounts of the Company for the two accounting periods immediately preceding that covered by the Accounts.

(C) The Management Accounts have been properly prepared (i) in accordance with accounting principles generally accepted in the United States in all material respects, except that the Management Accounts do not include notes or other types of information that, although required by such accounting principles, would not have been included in the Company’s management accounts for the accounting period ended on the Accounts Date, and (ii) in a manner consistent in all material respects with that adopted in the preparation of the Company’s management accounts for the accounting period ended on the Accounts Date and reconciled to United Kingdom generally accepted accounting principles such that the reconciliation includes all items as if the Management Accounts had been prepared under United Kingdom Generally Accepted Accounting Principles.

10. Events since the Accounts Date

Since the Accounts Date:

(A) so far as the Vendor is aware, there has been no material adverse change to the Acquired Business;

(B) no material asset of the Company has been acquired or disposed of by the Company except for the sale of inventory in the ordinary course of the Acquired Business;

(C) no resolution of the Company in general meeting, or written resolution of the Company, has been passed other than resolutions relating to the routine business of annual general meetings;

(D) the Company has not declared, authorised, made or paid any dividend or other distribution;

(E) the Company has not allotted or issued or granted an option or right to acquire any share capital;

(F) the Company has not redeemed or purchased, or offered or agreed to redeem or purchase, any of its share capital;

(G) no material customer or supplier of the Acquired Business has substantially changed its payment terms or given notice in writing of any intention to do so; and

(H) the Company has not entered into any material contract, agreement or commitment (a) which will materially prohibit or materially limit its right to conduct its business as it has conducted the same in the 12 months prior to the date of this Agreement, or (b) which is outside the ordinary course of the Acquired Business.

11. Contracts

(A) The Company is not party to any contract not contained in the Data Room which:

(i) is a Material Contract and (except for leases of Properties) is not terminable (without penalty) by the Company by notice of 12 months or less (excluding purchase or sales orders for stocks placed in the ordinary course of the Acquired Business); or

(ii) materially restricts the Company from carrying on its business in any part of the world (save where such contractual restriction reflects a restriction under applicable law).

(B) The Company is not in breach of any material term of a Material Contract; nor, so far as the Vendor is aware, is any other party to any such contract.

(C) There are no outstanding contracts or obligations entered into by the Company under which the Company has guaranteed indebtedness or liabilities of any person in an amount in excess of US$50,000.

(D) There are no outstanding loans which the Company has made to any person (other than sums owed by customers in respect of supplies made in the ordinary course of business, any loan to any Employee not exceeding £15,000 or any amount for which account will be taken for the purposes of calculating the Final Intra-Group Debt Amount).

(E) There are no binding agreements (save as will be put in place in accordance with this Agreement) which following the Completion Date will remain outstanding between:

(i) the Company; and

(ii) any member of the Vendor’s Group or any person who is a director or member of any member of the Vendor’s Group.

(F) The Company is not party to any material agreement which was not entered into in good faith and on arm’s length terms.

12. Borrowings

There are no overdrafts, loans or other similar financial facilities available to the Company which will remain available following Completion (other than from a member of the Vendors’ Group which arrangements are to be terminated immediately after Completion) where the amount outstanding in respect thereof as at the date of this Agreement is in excess of US$500,000.

13. Powers of attorney

The Company has not given any power of attorney, proxy or similar authority (other than given to an officer of the Company, an Employee or a patent or trademark agent, in each case in the ordinary course of the Acquired Business) which is still outstanding.

14. Grants and allowances

The Company has not received any grant, allowance, aid or subsidy from any supranational, national or local authority or government agency during the last three years of US$5,000,000 or more which is currently repayable or which would be (or may be declared) repayable as a result of the sale of the transactions contemplated by this Agreement.

15. Consents and licences

All governmental and quasi-governmental licences, consents and permissions and approvals (other than HSE Permits, licences in relation to the Properties and licences in relation to Intellectual Property) required for the carrying on of the Acquired Business in the manner carried on in the 12 months preceding the date of this Agreement have been obtained and are subsisting and, so far as the Vendor is aware, there is no circumstance (including but not limited to the transactions contemplated by this Agreement) which indicates that any such licence, consent, permission or approval is likely to be revoked or which may confer a right of revocation or which is likely to cause the licence, consent, permission or approval not to be renewed when it expires or to be renewed on terms which would be likely to have a material adverse effect on the Acquired Business (not taking into account an increase in the level of any fee payable).

16. Litigation

(A) The Company is not engaged in any litigation or arbitration, administrative or criminal proceedings, whether as plaintiff or defendant (other than as plaintiff in proceedings for the

collection of debts arising in the ordinary course of the Acquired Business) and not exceeding £50,000 in any single case).

(B) So far as the Vendor is aware, no such litigation or arbitration, administrative or criminal proceedings as are referred to in sub-paragraph (A) are pending or threatened.

17. Delinquent and wrongful acts

(A) So far as the Vendor is aware, the Company is not, and has not in the twelve months preceding the date of this Agreement been, in material violation of applicable law or regulations.

(B) The Company has not received notification that any investigation or inquiry is being or has been conducted by any supranational, national or local authority or governmental agency in respect of the business or affairs of the Company.

18. Properties

(A) The Properties are the only Immoveable Property owned, used or occupied by the Company.

(B) The Company is solely legally and beneficially entitled to each of the Properties and has good title to the estate or interest denoted in respect of each Property in Attachment II.

(C) The Company holds the Properties subject to the leases, underleases, tenancies or licences full material particulars of which are set out in the Disclosure Letter and the Company is otherwise in physical possession and actual occupation of the Properties.

(D) Originals in the case of any Property where the tenure is unregistered leasehold and otherwise copies of all title deeds or documents necessary to prove title to each Property are in possession or under the control of the Company.

(E) No notices have been received by the Company the subject of which might materially interfere with the use of any Property for its current use whether from any local authority or any other body or person.

(F) There are no mortgages or charges, legal or equitable, fixed or floating, affecting any of the Properties.

(G) There are no agreements for sale, estate contracts, options or rights of pre-emption affecting the Properties.

(H) The Vendor is not aware of any agreement, obligation or matter affecting any Property which, although not registered, is capable of registration as a local land charge.

(I) The Company has not received any written notice alleging material breach of any covenants, restrictions and other encumbrances affecting any Property which remains to be complied with.

(J) The current use of each of the Properties is a permitted or lawful use under planning legislation and there are no outstanding enforcement notices, stop notices, breach of condition or similar notices and so far as the Vendor is aware no such notices have been threatened in respect of any of the Properties.

(K) No compulsory purchase order, notice to treat or notice of entry has been received in respect of any of the Properties and, so far as the Vendor is aware, no proposals have been published for the compulsory acquisition of any of the Properties.

(L) So far as the Vendor is aware, the Company is not, and has not in the twelve months preceding the date of this Agreement been, in material violation of applicable law or regulations affecting the Properties .

(M) There are no material outstanding disputes, actions, notices, orders, claims or complaints in respect of any of the Properties.

(N) In relation to each of the Properties which is leasehold:

(i) the Property is held under the terms of the lease referred to in the Disclosure Letter and no collateral assurances, undertakings or concessions have been made or given;

(ii) there are no rent reviews outstanding;

(iii) the Company has received no notice alleging a material breach of any covenant contained in the relevant lease which remains outstanding, and as far as the Vendor is aware, the Company is not in breach of any such covenant save that this warranty shall not apply to any such covenant which relates to the repair, the state and condition of the Properties or statute ; and

(iv) the Company has paid all rent and other outgoings due and payable under the terms of the lease.

(O) The replies to enquiries given by or on behalf of the Vendor to the Purchaser or the Purchaser’s Solicitors relating to the Properties are in all material respects true, accurate and not misleading.

(P) The Company is not a party to any outstanding agreement to acquire or dispose of land or premises or any interest therein and has no liability, whether actual or contingent, as a former tenant or guarantor of a lease of, or owner or occupier of, any Immoveable Property other than the Properties.

(Q) None of the Properties is occupied in whole or part, and whether under a lease, licence or other arrangement, by any person other than the Company.

(R) So far as the Vendor is aware, the Properties enjoy all public and private rights necessary for their continued use and enjoyment for their current purpose and has received no notice attempting to terminate any such right.

(S) In relation to the Pipelines:

(i) so far as the Vendor is aware all fees, rents and other outgoings due and payable by the grantee to the grantor in relation to the Pipelines have been paid to date;

(ii) no notice has been received from any Landowner attempting to terminate the grantee’s rights in respect of any part of the Pipelines or denying the existence of such rights and no part or parts of the Pipelines have been abandoned;

(iii) there are no material outstanding disputes actions notices orders claims or complaints in respect of the any Pipelines and no notices have been received alleging any material breach of any covenant contained in the relevant deed or document under which Pipeline rights have been granted;

(iv) no Landowner has invoked or attempted to invoke the diversion provisions contained in any of the documents under which Pipeline rights have been granted;

(v) so far as the Vendor is aware there have been no difficulties encountered gaining access to any part of the Pipelines in order to inspect, repair, replace, renew or divert the same or for any other purposes;

(vi) none of the ongoing management matters referred to in the Disclosure Letter have or are likely to have any adverse impact on the continued use of the Pipelines for their current use;

(vii) the current use of the Pipelines is a permitted or lawful use under planning legislation and there are no outstanding enforcement notices, stop notices, breach of condition or similar notices and so far as the Vendor is aware no such notices have been threatened in respect of the Pipelines;

(viii) the Company enjoys all public and private rights necessary for the continued use and enjoyment of the Pipelines for their current purpose; and

(ix) So far as the Vendor is aware, the Company is not, and has not in the twelve months preceding the date of this Agreement been, in material violation of applicable law or regulations affecting the Pipelines.

19. HSE

(A) So far as the Vendor is aware, the Company has obtained all HSE Permits which are necessary under HSE Laws for the purpose of carrying on the Acquired Business in substantially the same manner, to substantially the same extent, and using substantially the same substances as were applicable during the twelve months ending on the Accounts Date.

(B) The Company is in compliance in all material respects with all applicable HSE Laws and with all terms and conditions on which any HSE Permit has been given to it.

(C) So far as the Vendor is aware, the Company has not been in material breach of any applicable HSE Laws or terms and conditions on which any HSE Permit has been given to it during the period since 1999 Closing (as defined in Schedule 9 (Environmental Covenant)).

(D) The Company is not under any material obligation to remediate any HSE Matter under HSE Laws and, so far as the Vendor is aware, no such obligation is expected to arise after Completion.

(E) The Company has not received any notification or claim from any relevant authority or any other person in respect of any breach of any HSE Laws or HSE Permit which remains outstanding or unremedied in any material respect. So far as the Vendor is aware, the Company is not under any investigation or inquiry by any relevant authority or any other person in relation to any material breach of HSE Laws or any HSE Permit.

(F) So far as the Vendor is aware, there are no circumstances in relation to HSE Matters which are very likely to result in the Company being required by relevant authority under HSE Laws to suspend the operations either in whole or in substantial part of the relevant facility on any emergency or other non-routine basis, provided that this warranty does not include any suspension or order to allow scheduled plant upgrades to take place.

(G) So far as the Vendor is aware, all material audits and other assessments, reviews, reports and investigations in the possession or control of the Vendor or the Company relating to HSE Matters in respect of the Company, the Properties and/or the Pipelines and commissioned in the period since 1999 Closing have been disclosed to the Purchaser.

(H) So far as the Vendor is aware, the Company has no material liability in respect of HSE Matters arising out of or in connection with any former business or in relation to any property (other than the Properties or the Pipelines) owned, occupied or used by the Company at any time which is outstanding as at the date of this Agreement.

20. Intellectual Property and Information Technology

(A) Details of all registered Intellectual Property owned by the Company are set out in Attachment VI.

(B) All renewal fees required for the maintenance of the rights disclosed pursuant to sub-paragraph (A) have been paid.

(C) Details of all licences in respect of any Intellectual Property granted to or by the Company which are material to the on-going operations of the Acquired Business are disclosed in the Disclosure Letter.

(D) The Company is not in material breach of any licence disclosed pursuant to sub-paragraph (C) and no written notification of any material breach by any third party has been received by it in the last twelve months.

(E) So far as the Vendor is aware, the operations of the Company do not infringe or make unauthorised use of any Intellectual Property or know-how proprietary to any third party where such infringement or unauthorised use would have a material adverse effect on the Acquired Business.

(F) So far as the Vendor is aware, there is no unauthorised use or infringement by any person of any Intellectual Property or know-how proprietary to the Company.

(G) Except in the ordinary course of the Acquired Business or to its officers and employees, the Company has not disclosed any of its material confidential information to any third party except under obligations of confidentiality.

(H) During the past twelve months, there has been no material disruption to the Acquired Business caused by any operational failure or performance fault of any information technology asset or system owned by the Company.

21. Competition and trade regulation law

(A) So far as the Vendor is aware, the Company is not a party to any agreement or arrangement which:-

(i) is material and is unenforceable or void; or

(ii) renders the Company liable to civil, criminal or administrative proceedings,

in either case by virtue of any anti-trust or similar legislation in any jurisdiction in which the Company carries on business.

(B) Neither the Company nor any other entity for which it is liable has infringed any competition or antitrust laws in any jurisdiction (including but not limited to any matter in respect of which a decision or other order by a regulatory authority such as the European Commission or the Office of Fair Trading has been issued to the Company (or the Purchaser) to pay a fine for an infringement of competition or antitrust laws committed by the Vendor or the Company).

(C) As far as the Vendor is aware there are no pending court of administrative proceedings, investigations or complaints regarding any alleged infringement by the Vendor or the Company of any competition or antitrust laws in any jurisdiction.

(D) Neither the Company nor any other entity for which it is liable has received any form of aid from any state or stated-owned company which contravenes state aid rules in the EU.

(E) As far as the Vendor is aware, there are no pending court or administrative proceedings, investigations or complaints regarding any alleged aid received by the Company (or in respect of which the Company may be liable to make a repayment) in contravention of state aid rules in the EU.

22. Employment

(A) The details of Transferring In Employees and Employees (including, in the case of Employees, details of aggregate basic salaries for each site, function and grade, and in the case of Transferring In Employees, the aggregate of their basic salaries and their current employer) to the extent set out in Parts 1 and 3 of Schedule 8 are accurate in all material respects as at the date specified in Parts 1 and 3 of Schedule 8 and as at that date no person not named in Part 3 of Schedule 8 was an Employee.

(B) No person has become an Employee of Grade 33 or above since the date referred to in paragraph (A) above.

(C) The Data Room contains true and complete copies of the current contracts of employment of all Employees and Transferring In Employees whose basic salary exceeds £100,000.

(D) The Data Room contains true and complete particulars of all outstanding and material profit sharing, incentive, bonus, stock option and redundancy arrangements in place for the benefit of any Employee or Transferring In Employee. For these purposes, “material” means (i) in relation to profit sharing, incentive and bonus arrangements, such as may result in the payment in any one year of in excess of 25% of basic salary (before tax) and (ii) in relation to redundancy arrangements, such as may result in a payment on (or in connection with) redundancy in excess of double the statutory entitlement (including the value of any related contribution to a pension scheme, enhancement of pension rights or any other benefit having a net present financial value). In respect of any such arrangement which is discretionary but uncapped, “may result” means that, based on past practice and current expectation, that result is more likely than not.

(E) Subject to any applicable laws and regulations any contract of employment with any Employee to which the Company is party can be terminated by the Company by giving at any time six months’ notice or less in writing to that Employee.

(F) So far as the Vendor is aware, there is:

(i) no material dispute relating to Employees or Transferring In Employees between the Company (or the Transferring In Employees’ existing employer(s)) and any trade union or other organisation formed for a similar purpose existing, pending or threatened in writing to the Company (or such employer(s));

(ii) no collective bargaining agreement (whether binding or not) applicable to any Employees or Transferring In Employees to which the Company (or the Transferring In Employees’ existing employer(s)) is a party; and

(iii) no outstanding dispute or outstanding claim against the Company by any person who is now or has been an officer or employee of the Company or any outstanding dispute between the Company and a material number or class of its Employees and, so far as the Vendor is aware, there are no grounds for such a dispute or for bringing such a claim, being a dispute or claim which would be material.

(G) So far as the Vendor is aware, the Company has no outstanding material undischarged liability to pay to any governmental or regulatory authority in any jurisdiction any contribution, Tax or other impost arising in connection with the employment or engagement in that jurisdiction of any personnel by the Company, nor will it assume any such liability in respect of any Transferring In Employee.

(H) There are no outstanding loans between the Company and any Employee or Transferring In Employee other than those made in the ordinary course of the Acquired Business.

(I) No present officer of the Company or Employee of Grade 33 or above has given or received notice terminating his employment, except as expressly contemplated under this Agreement.

(J) Since the Accounts Date, no change has been made in the rate of remuneration of any officer of the Company or Employee and no change has been made in the terms of engagement of any such officer or Employee and no additional officer or Employee has been appointed.

(K) The Data Room contains full particulars of all (and copies of any written) outstanding agreements or arrangements between the Company and a trade union, works council, staff association or other body representing any of its employees.

(L) There is not now outstanding any contract or arrangement to which the Company is a party requiring the payment to any individual, including any sole trader trading as an incorporated company, of any consultancy fees in excess of £100,000 in any twelve month period.

(M) In the twelve months preceding the date of this Agreement, the Company has not:

(i) given notice of redundancies to the relevant Secretary of State or started consultations with a trades union under Chapter II of Part IV of the Trade Union and Labour Relations (Consolidation) Act 1992 or failed to comply with its obligations under Chapter II of Part IV of that Act; or

(ii) been a party to a relevant transfer (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006) or failed to comply with a duty to inform and consult a trade union under those Regulations.

(N) So far as the Vendor is aware, the Company has, in relation to each of its officers and Employees, and, so far as it may remain liable for any breach in respect of them, its former officers and employees, complied in all material respects with all obligations imposed on it by, and all orders and awards made under, all statutes and regulations and any legally binding collective agreements (so far as breach of any of them is capable of giving rise to liability) relevant to the relations between it and its employees or any trades union or to the conditions of service of its employees (including the Working Time Regulations 1998).

(O) So far as the Vendor is aware, (each of) the employer(s) of each of the Transferring In Employees has, in relation to the Transferring In Employees, complied in all material respects with all obligations imposed on it by, and all orders and awards made under, all statutes and regulations and any legally binding collective agreements (so far as breach of any of them is capable of giving rise to liability) relevant to the relations between it and its employees or any

trades union or to the conditions of service of its employees (including the Working Time Regulations 1998).

23. The Accounts and Tax

(A) The Company has no liability in respect of Tax (whether actual or contingent):

(i) in any part of the world assessable or payable by reference to income, profits, gains or distributions earned, received or paid or arising or deemed to arise on or at any time prior to the Accounts Date or in respect of any period starting before the Accounts Date; or

(ii) referable to transactions effected on or before the Accounts Date

that is not disclosed or provided for in the Accounts.

(B) Full provision has been made in the Accounts for deferred Tax in accordance with UK GAAP.

24. Tax events since the Accounts Date

Since the Accounts Date:

(A) the Company has not declared, made or paid any distribution within the meaning of the Income and Corporation Taxes Act 1988 (the “Taxes Act 1988”);

(B) no accounting period (as defined in Taxes Act 1988 section 12) of the Company has ended as referred to in section 12(3);

(C) the Company has not been involved in any transaction which has given or may give rise to a liability on the Company (or would have given rise or might give rise to such a liability but for the availability of any Relief) other than Tax in respect of income, profits or receipts of the Company arising from transactions entered into by it in the ordinary course of business;

(D) the Company has not been involved in any transaction otherwise than on arm’s length terms;

(E) no disposal has taken place or other event occurred which has given or may give rise to a liability to Tax which, if such disposal or event had been planned or predicted at the Accounts Date, should have been reflected in the provision for deferred Tax contained in the Accounts;

(F) the Company has not made any payment or incurred any obligation to make a payment (in either case in excess of £250,000) which will not be deductible in computing trading profits for the purposes of corporation Tax, or be deductible as a management expense of a company with an investment business;

(G) the Company has not paid or become liable to pay any interest or penalty in connection with any Tax and the Company is not liable to pay any Tax the due date for payment of which has passed nor will the Company become liable to pay any Tax the due date for payment of which will arise in the 30 days after the date of this Agreement.

25. Administrative Matters

(A) The Company has so far as is material to the Acquired Business, duly and within any appropriate time limits made all proper returns, given all notices, supplied all information and maintained all such records required to be made, given, supplied or maintained by it prior to the date of this Agreement for any Tax purpose, and the information contained in any such returns or notices, or information supplied, was complete and accurate in all material respects and were made or provided on the proper basis.

(B) The Company has paid all Tax which it has become liable to pay, and has not been notified of any liability to pay any penalty, interest, supplement, fine, default surcharge or other payment in connection with any claim for Tax.

(C) All claims, disclaimers, elections, appeals or applications by the Company the making of which has been taken into account in the Accounts have been made and were and remain valid and the Company has retained all such records and information as may be requisite to evidence any such claim as being a correct and complete claim and to enable any future such claim to be made as a correct and complete claim.

(D) No transaction in respect of which any consent or clearance from any Tax Authority was required or sought has been entered into or carried out by the Company without such consent or clearance having been properly obtained. Any transaction for which such consent or clearance was obtained has been carried out in accordance with the terms of such consent or clearance and the application in respect of which such consent or clearance was based and at a time when such consent or clearance was valid and effective.

(E) No Tax Authority has operated or agreed to operate any special arrangement or practice (being one not based on relevant legislation or published practice) in relation to the affairs of the Company.

26. Disputes

(A) There is no existing material dispute between the Company and any Tax Authority nor does the Company expect to be involved in any such dispute. So far as the Vendor is aware, in relation to any Company, there is no planned investigation, non-routine audit or non-routine visit by any Tax Authority.

(B) No dispute between members of the Vendor’s Group and any Tax Authority will require amendments to the Tax Returns of the Company in respect of any period up to the Accounts Date.

27. Deductions and Withholdings

The Company has complied with its obligations under any statutory provisions requiring the deduction or withholding of Tax from amounts paid by the Company, whether on its own behalf or as agent, and has properly accounted for any Tax so deducted or withheld to any Tax Authority (other than amounts which have not yet become due to be paid).

28. Penalties, interest

So far as the Vendor is aware the Company and any director or officer of the Company has no outstanding liability to pay to any Tax Authority, any penalty, fine, surcharge or interest in respect of Tax (including in respect of any failure to make any return, give any notice or supply any information to any relevant Tax Authority, or any failure to pay Tax on the due date for payment).

29. Residence

The Company is, and has at all times been, resident for Tax purposes in the United Kingdom and is not, and has not at any time been, treated as resident in any other jurisdiction for any Tax purposes (including pursuant to any double taxation arrangement). It does not have and has never had a branch, agency, place of business or permanent establishment outside the United Kingdom.

30. Value Added Tax, Customs Duties and Excise Duties

(A) The Company has complied with any obligation to register for the purposes of VAT (whether in the UK or overseas) and has complied in all material respects with its obligations under any Tax legislation relating to VAT, customs duties and excise duties, including (without limitation) making returns and payments as they fall due on a timely basis and complying with any administrative requirements.

(B) The Company is not, and has not at any time in the six years preceding the date of this Agreement been, a member of a group of companies for the purposes of VAT in the UK or elsewhere and has not applied for such treatment.

(C) The Company has not been required to give security by any Tax Authority and no steps have been taken for distress to be levied on any asset of the Company.

(D) The Company has not been denied credit for input tax for a supply pursuant to Value Added Tax Act 1994 section 26A (disallowance of input tax where consideration not paid) and the Company has not claimed credit for input tax in respect of any supply for which any part of the consideration remains unpaid.

(E) The Company has maintained and obtained complete, correct and up to date records, invoices and other documents (as the case may be) appropriate or requisite for the purposes of VAT legislation in any relevant jurisdiction and has preserved such records, invoices and other documents in such form and for such periods as are required by VAT legislation in the relevant jurisdiction.

(F) The Company has not in the ten years preceding Completion incurred any expenditure on capital items such that the provisions of Part XV The Value Added Tax Regulations 1995 (capital goods scheme) or any similar regulations in any other jurisdiction may apply to the Company.

(G) No election has been nor will before Completion be made pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 in relation to any of the Properties or any part of any of them.

(H) The Company obtains credit for all input tax paid or suffered by it.

(I) The Vendor is not aware of any transaction to which it is a party which forms part of arrangements which will give rise to obligations on the Company under VATA 1994 Schedule 11A (disclosure of avoidance scheme) in respect of any future return or any similar regulations in any other jurisdiction.

31. Intra-Group Transactions

The Company has not within the last six years acquired any asset (including intangible fixed assets within the meaning of Schedule 29 to the Finance Act 2002) from any other company which was, at the time of acquisition, a member of the same group of companies as that member for the purposes of any Tax.

32. PAYE and National insurance Contributions

The Company has complied in all material respects with its obligations under any Tax legislation relating to Pay As You Earn and National Insurance Contributions. For the avoidance of doubt, this includes both the Company’s obligation to withhold Taxes and contributions from employees’ remuneration and the Company’s obligations as an employer to pay any Taxes or contributions in respect of its employees’ remuneration.

33. Distributions and payments

(A) The Company has not since incorporation:

(i) issued any share capital as paid up otherwise than by the receipt of new consideration (within the meaning of Taxes Act 1988 section 254); or

(ii) redeemed, repaid, purchased or otherwise acquired, or agreed to redeem, repay, purchase or otherwise acquire, any of its own shares.

(B) No securities (within the meaning of Taxes Act 1988 section 254(1)) issued by the Company and remaining in issue at the date of this Agreement were issued in circumstances such that the interest or any other amount payable on those securities falls to be treated as a distribution.

(C) The Company has not within the period of six years preceding Completion made or received any distribution which is an exempt distribution within Taxes Act 1988 section 213 to 218(1) (inclusive) (demergers).

(D) As at 6 April 1999, the Company had no unrelieved surplus advance corporation tax, as defined in The Corporation Tax (Treatment of Unrelieved Surplus Advance Corporation Tax) Regulations 1999 (SI 1999/358), and the Company has not at any time on or after 6 April 1999

been a member of a group (for the purposes of such regulations) that had another member which had such unrelieved surplus advance corporation tax as at 6 April 1999.

34. Groups

(A) The Disclosure Letter gives full details of any surrender of, or claim for, group relief by the Company where such surrender or claim has not become final and determined for any reason, including details of any amount received or paid (or any entitlement to receive or obligation to make a payment) in respect of any such surrender or claim and details of the other company concerned. For these purposes “group relief” means any amount surrendered or claimed by way of:

(i) group relief pursuant to Chapter IV of Part X Taxes Act 1988;

(ii) Tax refund pursuant to Finance Act 1989 section 102;

(iii) advance corporation tax pursuant to Taxes Act 1988 section 240; or

(iv) eligible unrelieved foreign tax pursuant to The Double Taxation Relief (Surrender of Relievable Tax Within a Group) Regulations 2001.

(B) The Company has received all payments due to it and made all payments due from it in respect of any surrender or claim of group relief as so defined and no such payment is liable to be refunded in whole or in part.

35. Capital assets

(A) If each of the assets (other than trading stock) of the Company were disposed of for a consideration equal to the book value of that asset in, or adopted for the purpose of, the Accounts, no liability to Tax and no balancing charge (or corresponding Tax in any jurisdiction) in relation to any such asset or pool of assets would arise (disregarding for this purpose any relief and allowances available to the Company).

(B) No liability to Tax would arise on the disposal by the Company of any asset (other than trading stock) acquired since the Accounts Date for a consideration equal to the consideration actually given for the acquisition.

(C) The Company has neither elected nor undertaken to elect with any other company pursuant to TCGA 1992 section 171A for TCGA 1992 section 171(1) to apply to any asset disposed of on or after 1 April 2000 by either company to such election (notional transfer within a group).

(D) The Company has neither elected nor undertaken to elect with any other company pursuant to TCGA 1992 section 179A for any chargeable gain or allowable loss which arises under TCGA 1992 section 179 to be treated as accruing to the Company instead of to that other company or vice versa.

(E) The Company does not own any asset in respect of which for the purposes of corporation tax on chargeable gains:

(i) any loss which might accrue on disposal would be liable to be reduced or eliminated by reason of any depreciatory transaction or any reduction in value of that or any related asset;

(ii) on disposal a chargeable gain would be liable to be created or increased by reason of any reduction in value of that or any related asset.

(D) The Disclosure Letter gives details of any loss which has accrued to the Company in respect of which notice pursuant to TCGA 1992 section 16(2A) needs to be, but has not at the time of Completion been, given to an officer of HMRC in order to be an allowable loss for the purposes of the TCGA 1992.

36. Capital expenditure - capital allowances

(A) The Disclosure Letter gives details of all capital allowances claimed in each of the last six years.

(B) The Company has not made any election pursuant to CAA 2001 section 83 (election for assets to be treated as short life assets) nor is taken to have made such an election by reason of CAA 2001 section 89(4) (disposal to connected person). The Company has not incurred any expenditure on machinery or plant which is a long life asset to which CAA 2001 Part 2 Chapter 10 applies.

37. Intangible fixed assets

The Company has not acquired or created any asset to which the provisions of Schedule 29, Finance Act 2002 apply (gains and losses of a company from intangible fixed assets).

38. Loan relationships

(A) The Company is not a party to any loan relationship:

(i) which was issued at a discount or a premium;

(ii) where there is or was previously a connection between the parties as defined by Finance Act 1996 section 87;

(iii) to which Finance Act 1996 Schedule 9 paragraph 11 or paragraph 11A (transactions or loans not at arm’s length) applies;

(iv) where there has been or will be a release of any amount payable under the relationship;

(v) to which any of Finance Act 1996 sections 91A to 91G (shares treated as loan relationships), section 92 (convertible securities etc.), section 93 (relationships linked

to the value of chargeable assets), section 93A (relationships linked to the value of chargeable assets: guaranteed returns) or section 94 (indexed gilt-edged securities) applies;

(vi) in relation to which (taking account only of the particular loan relationship and disregarding any other asset or liability) an exchange gain or loss might arise to the Company;

(vii) to which it was a party before 1 April 1996 (implementation of the loan relationship regime).

(B) The Company accounts and has always accounted for all its loan relationships (as defined in Finance Act 1996 section 81) on an authorised accruals basis.

(i) to which the provisions of Finance Act 1996 Schedule 9 paragraph 2 (late interest) have applied; or

(ii) which has an unallowable purpose within the meaning of Finance Act 1996 Schedule 9 paragraph 13 (loan relationships for unallowable purposes).

39. Derivative contracts

The Company is not a party to a derivative contract within Finance Act 2002 section 83 and Schedule 26.

40. Transfer pricing

(A) The Company is not, and has not been, required by Taxes Act 1988 Schedule 28AA paragraph 1(2) to compute its profits or losses as if an arm’s length provision had been made instead of any actual provision. The Company has retained records and contemporaneous documentary evidence sufficient to demonstrate the same.

(B) The Company is not and has not been excluded from Taxes Act 1988 Schedule 28AA paragraph 1(2) (transfer pricing) by virtue of Taxes Act 1988 Schedule 28AA paragraph 5A(1) (exemption for dormant companies) or paragraph 5B(1) (exemption for small or medium-sized enterprises) applying.

(D) The amount of Tax payable by the Company has not been, nor is assumed in the Accounts to be, affected by any claim by the Company as a disadvantaged person pursuant to Taxes Act 1988 Schedule 28AA paragraph 6(2).

(E) The Company is not a guarantor under a guarantee of a security (within the meaning of Taxes Act 1988 Schedule 28AA) in respect of which, in computing the profits and losses of the borrowing company for Tax purposes, the amounts to be deducted in respect of interest or other amounts payable under the security fall to be reduced under Taxes Act 1988 Schedule 28AA paragraph 1(2) by virtue of Taxes Act 1988 Schedule 28AA paragraph 1B.

(F) There is no agreement or arrangement pursuant to which there is due to or from the Company a balancing payment within either Taxes Act 1988 Schedule 28AA paragraph 7A or paragraph 7C (balancing payments).

(G) The Disclosure Letter gives full details of any election made by the Company pursuant to either Taxes Act 1988 Schedule 28AA paragraph 7B or paragraph 7D (elections instead of balancing payments). No such election has been refused by HMRC and no notice of enquiry has been given to the Company in respect of any company Tax return containing such an election.

41. Employee-related securities

No restricted securities or restricted interests in securities within the meaning of ITEPA section 423 have been acquired by employees of the Company since 15 April 2003.

42. Anti-avoidance

(A) The Company has not been a party to any transaction or transactions which the Company was advised fall within any of the circumstances in Taxes Act 1988 section 704 in relation to which clearance pursuant to Taxes Act 1988 section 707 was either not sought or was sought but not obtained.

(B) There is no transaction or series of transaction involving the Company and another company in the same group of companies as the Company which would, but for the application of Finance Act 2004 section 51, give rise to a Tax advantage as a result of the use of different accounting practices.

43. Tax disclosure

The Company has not been a party to any transaction or arrangement in respect of which disclosure was required pursuant to Part 7 Finance Act 2004.

44. Secondary liability

The Company is not liable to pay, or make reimbursement or indemnity in respect of, any Tax (or any amount corresponding to Tax) in consequence of the failure by any other person to discharge that Tax or amount within any specified period or otherwise, where the Tax or amount relates to a profit, income or gain, transaction, event, omission or circumstances arising, occurring or deemed to arise or occur before Completion.

45. Payments equivalent to Taxation

(A) The Company has not entered into any indemnity, guarantee or covenant under which the Company has agreed or can be procured to meet or pay a sum equivalent to or by reference to another person’s liability to Tax.

(B) The Company is not liable, nor has any event or omission occurred in consequence of which the Company could at any time become liable, to make a payment to any person as a result of

the discharge by that person of any liability of the Company to Tax incurred on or before Completion.

46. Stamp taxes

(A) The Company has complied in all material respects with its obligations under any Tax legislation relating to stamp duty, stamp duty reserve tax and stamp duty land tax.

(B) All documents to which the Company is a party and under which the Company has any rights or which form part of the Company’s title to any asset owned by it have been duly stamped with the correct amount of stamp duty and any applicable stamp or other duty in respect of such documents has been accounted for and paid and no stamp duty remains to be paid in respect of any such documents which are outside the United Kingdom and have yet to be brought into the United Kingdom. The Company has not undertaken to re-present for stamping any document which has already been stamped.

(C) The Company has complied in all respects with the provisions of Finance Act 1986 Part IV (stamp duty reserve tax) and with any regulations made under it and neither it nor any nominee for it is a party to any agreement which falls within the terms of section 87(1) of that Act (principal charge) and in relation to which the conditions referred to in section 92(1) of that Act (repayment or cancellation of tax) have not been fulfilled.

(D) The Company has not acquired or agreed to acquire an estate or interest in land being a transaction which has not been completed, whether by a transfer (including by way of sub-sale), the grant of a lease or otherwise.

(E) Neither the Company nor any company which, by reason of this Agreement, will be a “relevant associated company” in relation to the Company within the meaning of Finance Act 2002 section 111 or section 113 holds any estate or interest in land that was transferred, granted or surrendered to the Company by an instrument executed within the period of three years preceding this Agreement which has been stamped on the basis that relief under Finance Act 1930 section 42 (transfer of property between associated bodies corporate) or Finance Act 1986 section 76 (relief for company acquisitions) applied, and neither the Company nor any such company holds any estate or interest in land that is derived from an estate or interest that was so transferred, granted or surrendered.

(F) Neither the Company nor any company which, by reason of this Agreement, will be a “relevant associated company” in relation to the Company within the meaning of Finance Act 2003 Schedule 7 paragraph 3 or paragraph 9 holds any estate or interest in land that was acquired by the Company in a transaction the effective date of which for stamp duty land tax purposes occurred within the period of three years preceding this Agreement, being a transaction that was exempt from stamp duty land tax on the basis that group relief under Finance Act 2003 Schedule 7 paragraph 1 or reconstruction or acquisition relief under Finance Act 2003 Schedule 7 paragraph 7 or 8 applied, and neither the Company nor any such company holds an estate or interest in land that is derived from an estate or interest that was so acquired.

(G) The Company has no interest in an option or right to pre-emption acquired before 1 December 2003 which relates to land.

(H) The Company has not entered into any transaction for the acquisition of an interest in UK land in circumstances where the future sale of that interest (or any part of it) by the Company may result in a liability to stamp duty or stamp duty land tax arising in relation to that acquisition (whether the requirements for sub-sale relief in Stamp Act 1891 section 58(4) are met in relation to such future sale or not) for any reason.

(I) The Company is not treated as a “purchaser” in relation to any land transaction for the purposes of legislation relating to stamp duty land tax:

(i) in respect of which, for the purposes of such legislation, the chargeable consideration was and remains contingent, uncertain or unascertained (including, in the case of a leasehold interest, by reason of provisions for changes in the amount of rent payable);

(ii) in respect of which payment of stamp duty land tax has been deferred pursuant to Finance Act 2003 section 90 or an application for deferral has been made and remains outstanding.

(J) The Disclosure Letter gives full details of any leasehold interest of the Company which was exempt from charge to stamp duty land tax on grant.

(K) The Company has not been liable to pay stamp duty land tax by reason of an increase in the rent payable under any lease being regarded as “abnormal” pursuant to Finance Act 2003 Schedule 17A paragraph 15, nor is the Company aware of circumstances that are likely to produce such an abnormal increase after Completion.

47. Product Liability

The Company has not received any written notice or written claim (in each case, which remains outstanding) in the period of two years prior to the date of this Agreement alleging that it has manufactured, supplied, sold or provided any product which does not in any material respect comply with all applicable laws, regulations or standards or which in any material respect is defective or dangerous.

48. Data Protection

So far as the Vendor is aware, the Company has not received any written notice from a data user, data subject or data protection regulatory authority alleging non-compliance with Data Protection Legislation. For the purposes of this Warranty, “Data Protection Legislation” means the Data Protection Act 1998 and any provision of law derived from Directive 95/46/EC concerning the protection and/or procuring of personal data.

49. ExxonMobil Agreement

(A) There has been no material breach of the LDPE Technology Licence by either of the parties thereto.

(B) ExxonMobil will not be entitled to rescind, terminate, avoid or repudiate or accelerate the payment of royalties under the LDPE Technology Licence as a result of the completion of

transactions contemplated by this Agreement or as a result of any actions taken by the Vendor prior to Completion.

(C) The Company will continue to be entitled to the benefit of the LDPE Technology Licence (with all rights in relation thereto as at Completion) immediately following Completion.

(D) There has been no amendment to the terms of the LDPE Technology Licence since the date of its execution.

50. Effect of Sale

(A) There are no material agreements, licences, contracts permits or consents concerning the Company which will automatically terminate, or in respect of which a right to terminate or vary will arise, by reason of the Change of Control of the Company effected by this Agreement the termination or variation of which will have a material adverse effect on the Acquired Business.

(B) The Company will not, in the operation of its business, require the assistance of, or access to information or know-how owned by the Vendor’s Group, or the expertise of employees of the Vendor’s Group, following Completion (excepting such information or know-how that will be licensed to the Company as contemplated by this Agreement and such assistance as is to be provided under the agreements to be entered into under or in accordance with the provisions of Clause 16).

51. Pensions

(A) For the purposes of this paragraph 51, the definitions in Schedule 5 shall apply. Other than the Vendor’s Scheme the Company does not participate in, contribute to or have any liability to any arrangement (whether or not closed, funded or a registered pension scheme) for providing pension or other benefits on, or in anticipation of, the retirement, death or sickness of any current or former director or employee of the Company, nor has it agreed or announced any proposal to enter into or establish any such arrangement.

(B) Copies of the following are comprised in the Data Room:

(i) the current trust deed and rules governing the Vendor’s Scheme, including any deeds of alteration since the date of that trust deed and rules;

(ii) the current explanatory booklet issued to members of the Vendor’s Scheme;

(iii) data for any current or former director or employee of the Company in respect of his or her membership of the Vendor’s Scheme as at 31 August 2006 where the member is a member as at that date;

(iv)