FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 8th, 2005 • Huntsman CORP • Chemicals & allied products • Delaware
THIS AGREEMENT is effective February , 2005, between Huntsman Corporation, a Delaware corporation (the "Corporation"), and the undersigned director or officer of the Corporation ("Indemnitee").
PLEDGE, ASSIGNMENT AND COLLATERAL AGENCY AGREEMENTAssignment and Collateral Agency Agreement • February 8th, 2005 • Huntsman CORP • Chemicals & allied products • New York
PLEDGE, ASSIGNMENT AND COLLATERAL AGENCY AGREEMENT, dated as of , 2005 (this "Agreement"), by and between HUNTSMAN CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the "Pledgor"), and CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America, acting in its capacity (i) as collateral agent hereunder (including any successor thereto, the "Collateral Agent") for the benefit of the holders from time to time of the Pledgor's % Mandatory Convertible Preferred Stock (the "Mandatory Convertible Preferred Stock"), and (ii) as securities intermediary (including any successor thereto, the "Securities Intermediary").
GIFT AGREEMENTGift Agreement • February 8th, 2005 • Huntsman CORP • Chemicals & allied products • Utah
This GIFT AGREEMENT (the "Agreement") is delivered to be effective as of the day of , 200 (the "Effective Date") by and among HUNTSMAN GROUP INC., a Delaware corporation (the "Company"), and the JON AND KAREN HUNTSMAN FOUNDATION, a private charitable foundation under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, (the "Foundation").
Huntsman Corporation Shares(1) Common Stock ($0.01 par value) Underwriting AgreementHuntsman CORP • February 8th, 2005 • Chemicals & allied products • New York
Citigroup Global Markets Inc. Credit Suisse First Boston LLC Deutsche Bank Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
AGREEMENT AND PLAN OF MERGER OF HUNTSMAN HOLDINGS PREFERRED MEMBER MERGER SUB LLC WITH AND INTO HUNTSMAN HOLDINGS PREFERRED MEMBER LLCAgreement and Plan of Merger • February 8th, 2005 • Huntsman CORP • Chemicals & allied products • Delaware
This Agreement and Plan of Merger (this "Agreement") is entered into on February , 2005, by and among Huntsman Corporation, a Delaware corporation ("HC"), Huntsman Holdings Preferred Member Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of HC ("Merger Sub"), and Huntsman Holdings Preferred Member LLC, a Delaware limited liability company ("HH Preferred Member" and collectively with Merger Sub, the "Merging Entities").
