AMENDMENT NO. 5 TO CREDIT AND GUARANTY AGREEMENT

AMENDMENT NO. 5 TO CREDIT AND GUARANTY AGREEMENT

AMENDMENT NO. 5 TO CREDIT AND GUARANTY AGREEMENT (this "Amendment" ), dated as of December 15, 2006, among Kraton Polymers LLC, a Delaware limited liability company ( "Company" ), each of the Guarantors listed on the signature pages hereto, the Lenders party hereto, and UBS AG, Stamford Branch ( "UBS" ), as administrative agent and collateral agent ( "Agent" ).

RECITALS

WHEREAS , Company, the Guarantors, the Lenders, Goldman Sachs Credit Partners L.P. and UBS Securities LLC, as Lead Arrangers, and UBS, as Agent, entered into the Credit and Guaranty Agreement dated as of December 23, 2003 (as amended pursuant to that certain Amendment No. 1 to Credit and Guaranty Agreement dated as of March 4, 2004, that certain Amendment No. 2 to Credit and Guaranty Agreement dated as of October 21, 2004, that certain Amendment No. 3 to Credit and Guaranty Agreement dated as of February 16, 2006 and that certain Amendment No. 4 to Credit and Guaranty Agreement dated as of May 12, 2006, and as further amended, restated supplemented or otherwise modified from time to time, the "Credit Agreement" );

WHEREAS , Company desires to (i) form a limited partnership organized under the laws of the Netherlands (" New Holding Dutch CV ") of which Company will own, directly and/or indirectly through one or more of its wholly-owned Domestic Subsidiaries all of the outstanding Capital Stock (provided that New Holding Dutch CV will in any event have at least two partners), (ii) contribute to the undivided community of property ( onverdeelde goederenrechtelijke gemeenschap ) created pursuant to the formation documents for New Holding Dutch CV, 100% of the Capital Stock of Kraton Polymers Holdings BV, a company organized under the laws of the Netherlands (" KP Holdings BV "), and (iii) cause New Holding Dutch CV and Kraton Polymers U.S. LLC to enter into a qualified cost sharing agreement substantially in principle in the form attached hereto as Annex I (the actions described in clause (i) through (iii ) above are collectively referred to herein as the " Restructuring ");

WHEREAS , Company, the Guarantors, the Requisite Lenders and Agent have agreed to amend and waive certain provisions of the Credit Agreement, in each case, as provided herein.

NOW, THEREFORE , in consideration of the premises made hereunder, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Definitions . Unless otherwise expressly defined herein, all capitalized terms used herein and defined in the Credit Agreement shall be used herein as so defined.

Section 2. Amendment to Section 1.1 . Section 1.1 of the Credit Agreement is hereby amended as follows:

(a) The definitions of each of the following new terms shall be inserted in alphabetical order and shall read in their entirety as follows:

" Cost Sharing Agreement " means that certain qualified cost sharing agreement to be entered into between New Holding Dutch CV and Kraton Polymers U.S. LLC substantially in the form of Exhibit P.

" Fifth Amendment Effective Date " means December 15, 2006.

" KP Holdings BV " means Kraton Polymers Holdings BV, a company organized under the laws of the Netherlands, 100% of the Capital Stock of which is (a) immediately prior the Restructuring, owned by Company and (b) immediately after the Restructuring, owned for the account of New Holding Dutch CV.

" New Holding Dutch CV " means a limited partnership organized under the laws of the Netherlands of which Company will own, directly and/or indirectly through one or more of its wholly-owned Domestic Subsidiaries all of the outstanding Capital Stock.

" Restructuring " means (i) the formation by Company, through two or more of its wholly-owned Domestic Subsidiaries, of New Holding Dutch CV, (ii) the contribution by Company to the undivided community of property ( onverdeelde goederenrechtelijke gemeenschap ) created pursuant to the formation documents for New Holding Dutch CV of 100% of the Capital Stock of KP Holdings BV and (iii) the execution of the Cost Sharing Agreement by the parties thereto.

Section 3. Amendment to Section 6.9 . (i) Clause (f) of Section 6.9 of the Credit Agreement is hereby amended by deleting the word "and" at the end of such provision and (ii) clause (g) of Section 6.9 of the Credit Agreement is hereby amended by deleting the period at the end of such provision and inserting the following: "; and (h) the Restructuring, including the transactions contemplated by, or incidental to, the Cost Sharing Agreement."

Section 4. Amendment to Section 6.12 . (i) Clause (g) of Section 6.12 of the Credit Agreement is hereby amended by deleting the word "and" at the end of such provision and (ii) clause (h) of Section 6.12 of the Credit Agreement is hereby amended by deleting the period at the end of such provision and inserting the following: "; and (i) any transaction necessary to effect the Restructuring, including the transactions contemplated by, or incidental to, the Cost Sharing Agreement as in effect on the Fifth Amendment Effective Date."

Section 5. Amendment to Section 6.15 . Clause (a) of Section 6.15 of the Credit Agreement is hereby amended by inserting the words "or the Cost Sharing Agreement after the Fifth Amendment Effective Date (except for any amendment, restatement, supplement or other modification to, or waiver that does not adversely affect the interests of the Lenders in any material respect)" after the words "Fourth Amendment Effective Date" in the fourth line thereof.

Section 6. Amendment to Article V . Article V of the Credit Agreement is hereby amended by adding a new Section 5.13 as follows:

" 5.13. Pledge of Shares of New Holding Dutch CV. On or prior to a date that is 90 days after the Fifth Amendment Effective Date (or such extended period of up to 60 days as agreed to by the Administrative Agent in its reasonable discretion), Company shall (i) take all actions and execute and deliver all such documents, instruments, agreements and certificates necessary to grant to (and, to the extent relevant under applicable law, to perfect) a First Priority Lien in favor of, Collateral Agent, for the benefit of Secured Parties, under a deed of pledge governed by the laws of the Netherlands in form and substance reasonably satisfactory to Collateral Agent, in the Capital Stock of New Holding Dutch CV, in the form of a right of pledge ( pandrecht ) over 65% of each financial claim from each holder of Capital Stock of New Holding Dutch CV under the formation documents for New Holding Dutch CV and against all other holders of Capital Stock of New Holding Dutch CV, including but not limited to entitlements in the undivided community of property ( onverdeelde goederenrechtelijke gemeenschap ) of the New Holding Dutch CV, including but not limited to its right to any (i) payments of profits, (ii) distribution of reserves, (iii) liquidation proceeds, and (iv) any other payments or distributions, whether present or future, whether actual or contingent      , to the extent permitted by applicable law."

Section 7. Consent to the Restructuring . Pursuant to 10.05(a) of the Credit Agreement, upon the effectiveness of this Amendment in accordance with Section 7 below, the Lenders hereby (i) consent to the Restructuring and (ii) in connection with the Restructuring, consent to the release, cancellation and termination of the pledge of the Capital Stock of KP Holdings BV made by Company in favor of the Collateral Agent for the benefit of the Secured Parties, which the parties hereto agree shall be so released, cancelled and terminated upon the effectiveness of this Amendment.

Section 8. Conditions Precedent . This Amendment shall become effective upon satisfaction of each of the following conditions precedent:

(a) Agent shall have received all of the following, in form and substance satisfactory to Agent:

(i)  Amendment Documents . This Amendment and each other instrument, document or certificate required by Agent, duly executed and delivered by Company, the Guarantors, the Requisite Lenders and any other Person in connection with this Amendment;

(ii)  Cost Sharing Agreement . The Agent shall have received a fully executed or conformed copy of the Cost Sharing Agreement; the Cost Sharing Agreement shall be in full force and effect, shall include terms and provisions reasonably satisfactory to Agent and no provision thereof shall have been modified or waived in any respect determined by Agent to be material without the consent of Agent; and

(ii)  Additional Information. Such additional documents, instruments and information as Agent may reasonably request to effect the transactions contemplated hereby.

(b) After giving effect to this Amendment, the representations and warranties contained herein and in the Credit Documents shall be true and correct in all material respects as of the date hereof as if made on the date hereof (except for those which by their terms specifically refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).

(c) All corporate proceedings taken in connection with the execution and delivery of this Amendment and all other agreements, documents and instruments executed and/or delivered pursuant thereto, and all legal matters incident thereto, shall be reasonably satisfactory to Agent.

(d) No Default or Event of Default shall have occurred and be continuing after giving effect to this Amendment.

Section 9. Representations and Warranties . Company hereby represents and warrants to Agent and the Lenders that, as of the date hereof and after giving effect to this Amendment, (a) all representations and warranties set forth in the Credit Agreement and in any other Credit Document are true and correct in all material respects as if made again on and as of such date (except those, if any, which by their terms specifically relate only to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date), (b) no Default or Event of Default has occurred and is continuing, and (c) the Credit Agreement (as amended by this Amendment), and all other Credit Documents are and remain legal, valid, binding and enforceable obligations of the Credit Parties in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles (regardless of whether enforcement is sought in equity or at law).

Section 10. Survival of Representations and Warranties . All representations and warranties made in this Amendment or any other Credit Document shall survive the execution and delivery of this Amendment, and no investigation by Agent or the Lenders shall affect the representations and warranties or the right of Agent and the Lenders to rely upon them. If any representation or warranty made in this Amendment is false in any material respect as of the date made or deemed made, then such shall constitute an Event of Default under the Credit Agreement.

Section 11. Reference to Agreement . Each of the Credit Documents, including the Credit Agreement, and any and all other agreements, documents or instruments now or hereafter executed and/or delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference in such Credit Documents to the Credit Agreement, whether direct or indirect, shall mean a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a Credit Document under the Credit Agreement.

Section 12. Costs and Expenses . Company shall pay on demand all reasonable, documented, out-of-pocket costs and expenses of Agent and the Lead Arrangers (including the reasonable fees, costs and expenses of counsel to Agent) incurred in connection with the preparation, execution and delivery of this Amendment.

Section 13. Governing Law . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

Section 14. Execution . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. This Amendment shall be binding upon each signatory hereto, its successors and assigns.

Section 15. Certain Waivers . Each of Company and each Guarantor hereby agrees that neither Agent nor any Lender shall be liable under a claim of, and hereby waives any claim against Agent and the Lenders based on, lender liability (including, but not limited to, liability for breach of the implied covenant of good faith and fair dealing, fraud, negligence, conversion, misrepresentation, duress, control and interference, infliction of emotional distress and defamation and breach of fiduciary duties) as a result of the consents and amendments contained in Sections 2 through 5 above and any discussions or actions taken or not taken by Agent or the Lenders on or before the date hereof or the discussions conducted in connection therewith, or any course of action taken by Agent or any Lender in response thereto or arising therefrom; provided , that the foregoing waiver shall not include the waiver of any claims which are based on the gross negligence or willful misconduct of Agent or any Lender or any of their respective agents. This Section 15 shall survive the execution and delivery of this Amendment and the other Credit Documents and the termination of the Credit Agreement.

Section 16. Limited Effect . This Amendment relates only to the specific matters expressly covered herein, shall not be considered to be a waiver of any rights or remedies any Lender may have under the Credit Agreement or under any other Credit Document, and shall not be considered to create a course of dealing or to otherwise obligate in any respect any Lender to execute similar or other amendments or grant any waivers under the same or similar or other circumstances in the future.

Section 17. Ratification by Guarantors . Each of the Guarantor