**EXHIBIT10.1****AMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENT**     **AMENDMENTNO. 3 TO CREDIT AND GUARANTY AGREEMENT**(this**“Amendment”)**, dated as ofFebruary 16, 2006, among Kraton Polymers LLC, a Delaware limitedliability 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 andcollateral agent **(“Agent”).****RECITALS**     **WHEREAS,**Company, the Guarantors, the Lenders, Goldman Sachs Credit Partners L.P. andUBS Securities LLC, as Lead Arrangers, and UBS, as Agent, entered into the Credit and GuarantyAgreement dated as of December 23, 2003 (as amended pursuant to that certain Amendment No. 1 toCredit and Guaranty Agreement dated as of March 4, 2004 and that certain Amendment No. 2 to Creditand Guaranty Agreement dated as of October 21, 2004, and as further amended, restated supplementedor otherwise modified from time to time, the **“CreditAgreement”)**;     **WHEREAS**,Company failed to deliver its Financial Plan no later than 30 days after thebeginning of Company’s 2006 Fiscal Year as required by Section 5.1(h) of the Credit Agreement;and     **WHEREAS**,Company acknowledges that its failure to comply with Section 5.1(h) of the CreditAgreement constitutes a Default and has requested that Agent and the Requisite Lenders waive suchDefault;     **WHEREAS,**Company has also requested that it be given until March 15, 2006 to comply withSection 5.1(h) of the Credit Agreement with respect to its 2006 Financial Plan;     **WHEREAS**,Agent and the Requisite Lenders have agreed to waive the Default arising fromCompany’s failure to comply with the requirements of Section 5.1(h) and have agreed to extend thedelivery date required under Section 5.1(h) until March 15, 2006, all upon the terms and subject tothe conditions as herein set forth;     **WHEREAS**,Company, the Guarantors, the Requisite Lenders and Agent have agreed to amend andwaive 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 valuableconsideration, 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, allcapitalized terms used herein and defined in the Credit Agreement shall be used herein as sodefined.
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     Section 2.Waiver of Default under Section 5. 1(h) (Financial Plan). Agentand the Requisite Lenders hereby waive the Default under Section 5.1(h) that occurred as a resultof Company’s failure to deliver its Financial Plan no later than 30 days after the beginning of its2006 Fiscal Year.     Section 3. Extension of Delivery Date under Section 5.1(h). Solely with respectto the Fiscal Year of Company that commenced on January 1, 2006, Agent and the Requisite Lendersagree to extend the delivery date under Section 5.1(h) to March 15, 2006. Company agrees to deliverthe Financial Plan required under Section 5.1(h) no later than March 15, 2006 and acknowledges thatany failure to do so will constitute an Event of Default.     Section 4. Conditions Precedent. This Amendment shall become effective uponsatisfaction of each of the following conditions precedent:     (a) Agent shall have received all of the following, in form and substancesatisfactory to Agent:     (i) Amendment Documents. This Amendment and each otherinstrument, document or certificate required by Agent, duly executed and delivered by Company, theGuarantors, the Requisite Lenders and any other Person in connection with this Amendment;     (ii) Forecasts for Fiscal Year 2006. (i) A forecastedconsolidatedbalance sheet and forecasted consolidated statements of income and cash flows of Company and itsSubsidiaries for the 2006 Fiscal Year, together with a pro forma Compliance Certificate for suchFiscal Year and an explanation of the assumptions on which such forecasts are based and (ii)forecasted consolidated statements of income and cash flows of Company and its Subsidiaries foreach Fiscal Quarter of such Fiscal Year; and     (iii) Additional Information. Such additional documents, instruments andinformation as Agent may reasonably request to effect the transactions contemplated hereby.     (b) After giving effect to this Amendment, the representations and warrantiescontained herein and in the Credit Documents shall be true and correct in all materialrespects as of the date hereof as if made on the date hereof (except for those which by their termsspecifically refer to an earlier date, in which case such representations and warranties shallhave been true and correct in all material respects as of such earlier date).     (c) All corporate proceedings taken in connection with the execution anddelivery of this Amendment and all other agreements, documents and instruments executedand/or delivered pursuant thereto, and all legal matters incident thereto, shall bereasonably satisfactory to Agent.     (d) No Default or Event of Default shall have occurred and be continuing aftergiving effect to this Amendment.
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     Section 5. Representations and Warranties. Company herebyrepresents and warrants to Agent and the Lenders that, as of the date hereof andafter giving effect to this Amendment, (a) all representations and warranties setforth in the Credit Agreement and in any other Credit Document are true and correctin all material respects as if made again on and as of such date (except those, ifany, which by their terms specifically relate only to an earlier date, in which casesuch representations and warranties shall have been true and correct in all materialrespects as of such earlier date), (b) no Default or Event of Default has occurredand is continuing, and (c) the Credit Agreement (as amended by this Amendment), andall other Credit Documents are and remain legal, valid, binding and enforceableobligations in accordance with the terms thereof except as may be limited bybankruptcy, insolvency, reorganization, moratorium or similar laws relating to orlimiting creditors’ rights generally or by equitable principles (regardless ofwhether enforcement is sought in equity or at law).     Section 6. Survival of Representations and Warranties. Allrepresentations and warranties made in this Amendment or any other Credit Agreementshall survive the execution and delivery of this Amendment, and no investigation byAgent or the Lenders shall affect the representations and warranties or the right ofAgent and the Lenders to rely upon them. If any representation or warranty made inthis Agreement 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 7. Certain Waivers. Each of Company and each Guarantor herebyagrees that neither Agent nor any Lender shall be liable under a claim of, and hereby waivesany 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 emotionaldistress and defamation and breach of fiduciary duties) as a result of the waivers and amendmentscontained in Sections 2 and 3 above and any discussions or actions taken or not taken by Agentor the Lenders on or before the date hereof or the discussions conducted in connectiontherewith, 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 whichare based on the gross negligence or willful misconduct of Agent or any Lender or any of theirrespective agents. This Section 7 shall survive the execution and delivery of this Amendment and theotherCredit Documents and the termination of the Credit Agreement.     Section 8. Reference to Agreement. Each of the Credit Documents,including the Credit Agreement, and any and all other agreements, documents or instruments now orhereafter executed and/or delivered pursuant to the terms hereof or pursuant to the terms of theCredit Agreement as amended hereby, are hereby amended so that any reference in such CreditDocuments to the Credit Agreement, whether direct or indirect, shall mean a reference to theCredit Agreement as amended hereby. This Amendment shall constitute a Credit Documentunder the Credit Agreement.     Section 9. Costs and Expenses. Company shall pay on demand all reasonablecosts and expenses of Agent and the Lead Arrangers (including the reasonable fees, costs and
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     expenses of counsel to Agent) incurred in connection with the preparation, execution anddelivery of this Amendment.     Section 10. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITHAND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THEGENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).     Section 11. Execution. This Amendment may be executed in any number ofcounterparts and by different parties hereto in separate counterparts, each of which when soexecuted shall be deemed to be an original and all of which taken together shall constitute one andthe same agreement. Delivery of an executed counterpart of a signature page to this Amendment bytelecopier shall be effective as delivery of a manually executed counterpart of this Amendment.     Section 12. Limited Effect. This Amendment relates only to the specific mattersexpressly covered herein, shall not be considered to be a waiver of any rights or remedies anyLender may have under the Credit Agreement or under any other Credit Document, and shall not beconsidered to create a course of dealing or to otherwise obligate in any respect any Lender toexecute similar or other amendments or grant any waivers under the same or similar or othercircumstances in the future.     Section 13. Ratification by Guarantors. Each of the Guarantors acknowledges thatits consent to this Amendment is not required, but each of the undersigned nevertheless does herebyagree and consent to this Amendment and to the documents and agreements referred to herein. Each ofthe Guarantors agrees and acknowledges that (i) notwithstanding the effectiveness of thisAmendment, such Guarantor’s Guaranty shall remain in full force and effect without modificationthereto and (ii) nothing herein shall in any way limit any of the terms or provisions of suchGuarantor’s Guaranty or any other Credit Document executed by such Guarantor (as the same may beamended from time to time), all of which are hereby ratified, confirmed and affirmed in allrespects. Each of the Guarantors hereby agrees and acknowledges that no other agreement,instrument, consent or document shall be required to give effect to this Section 13. Each of theGuarantors hereby further acknowledges that Company, Agent and any Lender may from time to timeenter into any further amendments, modifications, terminations and/or waivers of any provisions ofthe Credit Documents without notice to or consent from such Guarantor and without affecting thevalidity or enforceability of such Guarantor’s Guaranty or giving rise to any reduction,limitation, impairment, discharge or termination of such Guarantor’s Guaranty.*[signature pages follow]*
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     INWITNESS WHEREOF, the parties hereto have caused this Amendment to be executed bytheir respective officers thereunto duly authorized, as of the date first above written.      **KRATON POLYMERS LLC**