HUNTSMAN INTERNATIONAL LLC

Exhibit 4.2

HUNTSMAN INTERNATIONAL LLC

AND

THE GUARANTORS NAMED HEREIN,

AND

THE BANK OF NEW YORK

as Trustee

SUPPLEMENTAL INDENTURE

Dated as of August 16, 2005

to

Indenture

Dated as of March 13, 2001

10 1/8% Senior Subordinated Notes due 2009

SUPPLEMENTAL INDENTURE, dated as of August 16, 2005 (this “Supplemental Indenture”), between HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (the “Company”), the existing Guarantors named therein, the New Guarantors described herein, and THE BANK OF NEW YORK, a New York banking corporation duly organized under the laws of the New York, as trustee (the “Trustee”).  All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Indenture.

WHEREAS, the Company, the Guarantors and the Trustee are parties to an Indenture, dated as of March 13, 2001, as supplemented by the First Amendment thereto dated January 11, 2002 (the “Indenture”), pursuant to which the Company issued its 10 1/8% Senior Subordinated Notes due 2009 (the “Notes”);

WHEREAS, on the date hereof, Huntsman LLC, a Utah limited liability company (“HLLC”), has merged with and into the Company, with the Company continuing in existence (the “Merger”);

WHEREAS, in connection with the Merger, the Subsidiaries (formerly Subsidiaries of HLLC) who are listed on the signature page hereto under the heading “New Guarantors” (the “New Guarantors”) wish to become Guarantors under the Indenture in accordance with Section 4.19 and Article XI thereof;

WHEREAS, the parties wish to amend the definition of Tax Sharing Agreement in the Indenture;

WHEREAS, Section 9.01 of the Indenture provides that the Company, the Guarantors and the Trustee may amend the Indenture by means of this supplemental indenture without the consent of the holders of Notes for the foregoing purposes;

WHEREAS, the Company has delivered to the Trustee the required Officers’ Certificate and Opinion of Counsel in connection with the execution and delivery of this supplemental indenture; and

WHEREAS, the execution and delivery of this Supplemental Indenture have been duly authorized and all conditions and requirements necessary to make this Supplemental Indenture a valid and binding agreement have been duly performed and complied with;

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, it is mutually covenanted and agreed, for the equal proportionate benefit of all Holders of the Notes, as follows:

ARTICLE I

Guarantees; Amendment

Section 1.1 Guarantees.  Each New Guarantor hereby, in compliance with Section 4.19 of the Indenture, Guarantees the obligations of the Company under the Indenture and the Notes in the manner specified in Section 11.01 of the Indenture on a subordinated basis as provided in Article XII of the Indenture, and becomes a party to the Indenture as a Guarantor, in each case subject to all of the rights, obligations and other provisions and limitations (including release provisions) of the Indenture relating to Guarantors.

Section 1.2 Amendment.  The definition in of Tax Sharing Agreement in the Indenture is hereby amended to add the following language at the end thereof: “, and any change thereto that does not affect in any material respect the rights of any Noteholders hereunder.”

ARTICLE II

MISCELLANEOUS PROVISIONS

Section 2.1 Upon execution and delivery of this Supplemental Indenture, the terms and conditions of this Supplemental Indenture shall be part of the terms and conditions of the Indenture for any and all purposes, and all the terms and conditions of both shall be read together as though they constitute one and the same instrument, except that in case of conflict, the provisions of this Supplemental Indenture will control.

Section 2.2 Each of the Company, the Guarantors and the Trustee hereby confirms and reaffirms the Indenture, as amended and supplemented by this Supplemental Indenture.

Section 2.3 The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together shall represent the same agreement.  One signed copy is enough to prove this Supplemental Indenture.

Section 2.4 This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 2.5 The recitals contained herein shall be taken as the statements of the Company or the Guarantors, as applicable, and the Trustee assumes no responsibility for their correctness.  The Trustee shall not be liable or responsible for the validity or sufficiency of this Supplemental Indenture or the due authorization of this Supplemental Indenture by the Company or the Guarantors.  In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of, affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.

	HUNTSMAN INTERNATIONAL LLC
	By:		/s/ XXXX XXXXXXX
		Name: Xxxx Xxxxxxx
		Title: Vice President and Treasurer

EXISTING GUARANTORS

Eurofuels LLC

Eurostar Industries LLC

Xxxxxxxx XX Holdings, LLC

Huntsman Ethyleneamines Ltd.,

By:

Xxxxxxxx XX Holdings LLC, its General Partner

Huntsman International Financial LLC

Huntsman International Fuels, L.P.

By:

Eurofuels LLC, its General Partner

Huntsman Propylene Oxide Holdings LLC

Huntsman Propylene Oxide Ltd.

By:

Huntsman Propylene Oxide Holdings LLC, its General Partner

Huntsman Texas Holdings LLC

By:

/s/ XXXX XXXXXXX

Name: Xxxx Xxxxxxx

Title: Vice President

Executed as a deed by

Tioxide Americas Inc.

L. Xxxxxxx Xxxxx

for and on behalf of

Tioxide Americas Inc.

By:

/s/ L. XXXXXXX XXXXX

in the presence of

Name: L. Xxxxxxx Xxxxx

Title: Vice President and Treasurer

/s/ XXXXX XXXXX

Witness

Tioxide Group

By:

/s/ J. XXXX XXXXXX

Name: J. Xxxx Xxxxxx

Title: Director

NEW GUARANTORS

Huntsman Chemical Purchasing Corporation

Huntsman International Chemicals Corporation

Huntsman International Trading Corporation

Huntsman Petrochemical Purchasing Corporation

Polymer Materials Inc.

Airstar Corporation

Huntsman Procurement Corporation

JK Holdings Corporation

Huntsman Australia Inc.

Huntsman Chemical Finance Corporation

Huntsman Enterprises Inc.

Huntsman Family Corporation

Huntsman Group Holdings Finance Corporation

Huntsman Group Intellectual Property Holdings Corporation

Huntsman International Services Corporation

Huntsman MA Investment Corporation

Huntsman MA Services Corporation

Huntsman Petrochemical Corporation

Huntsman Petrochemical Finance Corporation

Huntsman Expandable Polymers Company, LC

By:

Huntsman International Chemicals Corporation,

its Manager

Huntsman Petrochemical Canada Holdings Corporation

Huntsman Polymers Holdings Corporation

Huntsman Chemical Company LLC

Huntsman Polymers Corporation

Huntsman Purchasing, Ltd.

By:

Huntsman Procurement Corporation,

its General Partner

Petrostar Industries LLC

Huntsman Headquarters Corporation

By:

/s/ XXXX XXXXXXX

Name: Xxxx Xxxxxxx

Title: Vice President

Huntsman Fuels, L.P.

By:

Petrostar Fuels LLC,

its General Partner

Petrostar Fuels LLC

By:

/s/ XXXXXX X. XXXXXXX

Name: Xxxxxx X. Xxxxxxx

Title: Vice President

	THE BANK OF NEW YORK
	as Trustee
	By:		/s/ XXXX XXXXX
		Name: Xxxx Xxxxx
		Title: Assistant Vice President