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Exhibit 4.2

HUNTSMAN LLC

AND

THE GUARANTORS NAMED HEREIN,

AND

HSBC BANK USA, NATIONAL ASSOCIATION

as Trustee



SUPPLEMENTAL INDENTURE

Dated as of July 13, 2005

to

Indenture

Dated as of September 30, 2003

115/8% Senior Secured Notes due 2010

SUPPLEMENTAL INDENTURE, dated as of July 13, 2005 (this "Supplemental Indenture"), between HUNTSMAN LLC, a Utah limited liability company (the "Company"), the Guarantors named therein and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association duly organized under the laws of the United States, 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 September 30, 2003 (the "Indenture"), pursuant to which the Company issued its 115/8% Senior Secured Notes Due 2010 (the "Notes");

        WHEREAS, the managers of the Company have authorized and approved the amendments to the Indenture set forth herein and delivered to the Trustee resolutions of the Board of Directors to that effect (the "Amendments");

        WHEREAS, Section 9.02 of the Indenture provides that the Company, the Guarantors and the Trustee may amend the Indenture and the Notes with the consent of the Holders of a majority in principal amount of the Notes then outstanding;

        WHEREAS, the Company have solicited consents pursuant to a Consent Solicitation Statement, dated June 17, 2005, [as supplemented or amended] (the "Consent Solicitation Statement"), and accompanying Consent Letter, from the Holders of the Notes in connection with the Amendments;

        WHEREAS, the Holders of approximately 99.9% in principal amount of the Notes have consented to the Amendments in accordance with Section 9.02 of the 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
OPERATION OF AMENDMENTS

        Section 1.1 Operation of Amendments.    Notwithstanding an earlier execution date, the Amendments described in Article II of this Supplemental Indenture shall not become operative until such time as the Company has delivered an Officer's Certificate to the Trustee notifying the Trustee that such Amendments have become operative and certifying that one of the following conditions has been satisfied:

ARTICLE II
AMENDMENTS TO INDENTURE

        Section 2.1 Permitted Indebtedness    

        Section 2.2 Permitted Investments.    Clause (5) of the definition of "Permitted Investments" is hereby amended and restated to read in its entirety as set forth below:

        Section 2.3 Tax Sharing Agreement; Unrestricted Subsidiary Designation.    The following definitions are hereby amended and restated to read in their entirety as follows:

        Section 2.4 Matters Related to Collateral.    

        Section 2.5 Intercreditor Agreement.    Upon completion of the Merger, the Trustee will be authorized to enter into, on behalf of the Holders of the Notes, a new or amended Intercreditor Agreement in such form as the Trustee shall, in its reasonable discretion, approve providing that the relative rights and obligations of (a) the lenders under the new secured credit facility for the company surviving the Merger (the "New Credit Facility") and (b) the Trustee on behalf of the Holders of the Notes with respect to the Collateral and related matters will be substantially equivalent to the relative rights and obligations with respect to the Collateral and related matters of (x) the lenders under the Term Credit Agreement (as defined in the existing Intercreditor Agreement) and (y) the Trustee on behalf of the Holders of the Notes that are currently provided for under the existing Intercreditor Agreement. The Company will deliver an Officer's Certificate to the Trustee certifying that such new or amended Intercreditor Agreement complies with the terms of this Section 1.2, and the Trustee will be entitled to rely exclusively on such Officer's Certificate.

        Section 2.6 Subsequent Amendments.    The Trustee may execute, on behalf of the Holders of the Notes, further amendments to provisions of the Indenture relating to the Collateral (the "Subsequent Amendments") without securing additional approval of the Holders if the Company determines such Subsequent Amendments are consistent with the proposed collateral arrangements with respect to the New Credit Facility as described in the Consent Solicitation Statement. The Company will evidence such determination by delivery of an Officer's Certificate to the Trustee certifying that the Company has determined such Subsequent Amendments to be so consistent.

ARTICLE III
MISCELLANEOUS PROVISIONS

        Section 3.1    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 3.2    Each of the Company, the Guarantors and the Trustee hereby confirms and reaffirms the Indenture, as amended and supplemented by this Supplemental Indenture.

        Section 3.3    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 3.4    All provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as amended and supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

        Section 3.5    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.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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


 

 

HUNTSMAN LLC

 

 

By:

 

/s/  
SEAN DOUGLAS      
Sean Douglas
Vice President and Treasurer

GUARANTORS

 

 

Huntsman Specialty Chemicals Corporation
Huntsman Specialty Chemicals Holdings Corporation
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 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/  
SEAN DOUGLAS      
            Name:   Sean Douglas
            Title:   Vice President

 

 

Huntsman Fuels, L.P.
        By:   Petrostar Fuels LLC,
its General Partner
    Petrostar Fuels LLC

 

 

 

 

 

 

By:

 

/s/  
SAMUEL D. SCRUGGS      
            Name:   Samuel D. Scruggs
            Title:   Vice President

 

 

HSBC BANK USA, NATIONAL ASSOCIATION
as Trustee
    By:   /s/  HERAWATTEE ALLI      
    Name:   Herawattee Alli
    Title:   Assistant Vice President



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