Exhibit
10.1


 


EXECUTION VERSION


 


CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT


 


This CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT
(this “Amendment”), dated as of December 12, 2005, is entered into
by and among Huntsman International LLC, a Delaware limited liability company
(the “Borrower”), the undersigned financial institutions, including
Deutsche Bank AG New York Branch, in their capacities as lenders hereunder
(collectively, the “Lenders,” and each individually, a “Lender”),
Deutsche Bank AG New York Branch, as Lead Arranger for the Additional Term B
Dollar Loans, as Administrative Agent (“Administrative Agent”) and as
Collateral Agent (“Collateral Agent”) for the Lenders, and Sole Book
Manager.  Terms used herein and not
otherwise defined herein shall have the same meanings as specified in the
Credit Agreement (as defined below).


 


RECITALS:


 


A.            The
Borrower, the Lenders, the Agents named therein and the Administrative Agent
have heretofore entered into that certain Credit Agreement dated as of August 16,
2005 (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”).


 


B.            The
Borrower wishes, and the Lenders signatory hereto and Administrative Agent are
willing, to amend the Credit Agreement to, among other things, consent to the
Acquisition by the Borrower or one or more of its Wholly-Owned Subsidiaries of
Huntsman Advanced Materials Holdings LLC, a Delaware limited liability company
(“AdMat”) currently owned approximately 90% by Huntsman Corporation and
approximately 10% by third parties, through one or more contributions and/or
mergers and concurrently therewith to make Additional Term B Dollar Loans to
the Borrower in an aggregate principal amount of $350,000,000 subject to the
terms and conditions of this Agreement.


 


C.            This
Amendment constitutes a Loan Document and these Recitals shall be construed as
part of this Amendment.


 


NOW, THEREFORE, in consideration of the recitals
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:


 


SECTION 1          Amendment of Credit Agreement.


 


The Credit Agreement is
hereby amended as of the First Amendment Effective Date as follows:


 


(a)           New Defined Terms.  Section 1.1
of the Credit Agreement is amended by inserting the following new definitions
in alphabetical order therein:


 


“Additional Term B Dollar Borrowing Date” has
the meaning forth in Section 2.1(a)(i).


 





















 


“Additional Term B Dollar Commitment” means as
to any Lender the principal amount set forth opposite such Lender’s name on Schedule 1
to the First Amendment under the caption “Amount of Additional Term B
Commitment”, as such commitment may be adjusted from time to time pursuant to
this Agreement, and “Additional Term B Commitments” means such
commitments collectively, which Additional Term B Commitments equal
$350,000,000 on the First Amendment Effective Date.


 


“Additional Term B Dollar Loan” has the meaning
set forth in Section 2.1(a)(i).


 


“AdMat” means Huntsman Advanced Materials
Holdings LLC, a Delaware limited liability company.


 


“AdMat Acquisition” means the Acquisitions by
the Borrower or one or more of its Wholly-Owned Subsidiaries of AdMat, or one
or more Persons that directly or indirectly own 100% of the legal and
beneficial interests in AdMat (including the assumption by the Borrower of
AdMat’s existing $250,000,000 11% Senior Secured Notes due 2010 (the “AdMat
Senior Notes”) and the incurrence of guarantees thereof by the Borrower and
its Subsidiaries) and the redemption, repayment or defeasance of the AdMat
Senior Notes on the First Amendment Effective Date, all with the proceeds of
the Additional Term B Dollar Loans and up to $75,000,000 of cash on hand and
pursuant to terms and documentation in form and substance acceptable to the
Administrative Agent and the Required Lenders.


 


“First Amendment” means the Consent and First
Amendment to Credit Agreement dated as of December 12, 2005 by and among
the Borrower, the Lenders signatory thereto and the Administrative Agent.


 


“First Amendment Effective Date” has the
meaning set forth in Section 3 of the First Amendment.


 


“Original Term B Loans” has the meaning
assigned to that term in Section 2.1(a)(i).


 


(b)           European Cash
Management Flexibility.  Section 1.1 of the Credit Agreement
is further amended by amending and restating the definition of “BVBA
Intercompany Obligations” to read as follows:


 


“BVBA
Intercompany Obligations” loans or advances made from time to time by
Huntsman (Europe) BVBA (or, with the consent of the Administrative Agent
following the execution of Foreign Intercompany Loan Security Documents
substantially similar in substance to those currently granted by Huntsman
(Europe) BVBA, any other Foreign Subsidiary approved in advance by the
Administrative Agent) (each, a “Cash Coordination Entity”) to any
Foreign Subsidiary or by any Foreign Subsidiary to the Cash Coordination
Entity, in each case in connection with the customary day-to-day cash
management requirements of such Foreign Subsidiaries and the coordination of
such requirements by the Cash Coordination Entity.


 


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(c)           Pro Forma Effect of
AdMat Acquisition Included in Financial Covenant Calculations.


 


(A)          Section 1.1
of the Credit Agreement is further amended by amending and restating the last
sentence of the definition of “Consolidated EBITDA” to read as follows:


 


For purposes of
computing Consolidated EBITDA, (i) all components of Consolidated EBITDA
for any such applicable period shall be computed without giving effect to any
extraordinary gains or losses (in accordance with GAAP) for such period and (ii) the
Consolidated EBITDA for the first, second and third Fiscal Quarters of 2005
shall be $478.9 million, $412.9 million and $314.3 million, respectively.


 


(B)           Section 1.1
of the Credit Agreement is further amended by amending and restating the last
sentence of the definition of “Consolidated Cash Interest Expense” to read as
follows:


 


For purposes of
computing Consolidated Cash Interest Expense, the Consolidated Cash Interest
Expense for the first, second and third Fiscal Quarters of 2005 shall be $104.8
million, $93.9 million and $94.4 million, respectively.


 


(C)           Section 1.2 of the Credit Agreement is amended by
inserting a new clause (c) at the conclusion thereof to read as follows:


 


(c)           For purposes of computing the ratios in
the financial covenants in Article IX as of the end of any Test Period,
all components of such ratios for the applicable Test Period shall include or
exclude, as the case may be, without duplication, such components of such
ratios attributable to any business or assets that have been acquired or
disposed of by the Borrower or any Subsidiary of the Borrower (including
through mergers or consolidations) after the first day of such Test Period and
prior to the end of such Test Period on a Pro Forma Basis as determined in good
faith by the Borrower and certified to by a Responsible Officer of the Borrower
to the Administrative Agent.


 


(d)           Collateral Agent.  Section 1.1 of the Credit
Agreement is further amended by amending and restating the definition of “Collateral
Agent” in its entirety to read as follows:


 


“Collateral Agent” means Deutsche Bank AG New
York Branch in its capacity as Collateral Agent under the Collateral Security
Agreement, the Pledge Agreement or any other applicable Security Document, or
any successor Collateral Agent.


 


(e)           Excess Cash Flow.  Section 1.1 of the Credit
Agreement is further amended by deleting the amount “$800,000,000” contained in
the definition of “Excess Cash Flow” therein and replacing such amount
with “$850,000,000”.


 


(f)            Foreign Factoring
Transactions.  Section 1.1
of the Credit Agreement is further amended by amending and restating the
definition of “Foreign Factoring Transactions” to read as follows:


 


“Foreign Factoring Transactions” means
transactions (other than pursuant to any 


 


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Permitted Accounts Receivable Securitization) for the sale or
discounting of (i) the Accounts Receivable of a Foreign Subsidiary not
party to any Foreign Intercompany Loan Document, (ii) up to $15 million in
any Fiscal Quarter of Accounts Receivable of, and/or letters of credit the
beneficiary of which is, a Foreign Subsidiary party to any Foreign Intercompany
Loan Document and/or (iii) letters of credit the beneficiary of which is a
Foreign Subsidiary not party to any Foreign Intercompany Loan Document.


 


(g)           AdMat Foreign
Intercompany Notes.  Section 1.1
of the Credit Agreement is amended by amending and restating the definition of “Foreign
Intercompany Note” to read as follows:


 


“Foreign Intercompany Note” means any of:


 


(i)            any
intercompany loan evidenced by any demand promissory note (or a promissory note
payable on a date reasonably satisfactory to the Administrative Agent),
substantially in the form of Exhibit 1.1(b) (or such other
form as may be satisfactory to the Administrative Agent), issued by a Foreign
Subsidiary and payable directly to UK Holdco 1 or to such other payee as may be
satisfactory to the Administrative Agent;


 


(ii)           the
BVBA Intercompany Obligations; or


 


(iii)          any
intercompany loan evidenced by a promissory note (in substantially the same
form as the existing pledged intercompany loans payable to Huntsman Finco, or
in such other form as may be reasonably satisfactory to the Administrative
Agent) issued (x) by Huntsman (Europe) BVBA, (y) by any other Foreign
Subsidiary that is approved in advance by the Administrative Agent, and payable
directly to Huntsman Finco or such other Domestic Subsidiary payee as may be
satisfactory to the Administrative Agent (including, without limitation, the UK
Petrochem Holdings Note), which intercompany note shall be pledged as
Collateral to the Administrative Agent or (z) by any Foreign Subsidiary of
AdMat or HLLC.


 


(h)           Insurance Subsidiary
Change of Jurisdiction of Organization.  Section 1.1
of the Credit Agreement is further amended by amending and restating the
definition of “IRIC” to read as follows:


 


“IRIC”
means International Risk Insurance Company, a Vermont corporation, and, after
the merger referenced in Section 2 of the First Amendment, the surviving
corporation in such merger.


 


(i)            Additional Term B
Dollar Lenders.  Section 1.1 of the Credit Agreement
is further amended by amending and restating the definition of “Lenders”
to read as follows:


 


“Lender” and “Lenders” have the
respective meanings assigned to those terms in the introduction to this
Agreement and shall include any Person that becomes a “Lender” as contemplated
by the First Amendment, or in connection with the issuance of Additional Term
Loans pursuant to Section 2.1(a)(ii).


 


(j)            Adjustment of
Scheduled Repayments for Additional Term B Dollar 


 


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Loans.   Section 1.1 of the Credit
Agreement is further amended by amending and restating the definition of “Scheduled
Term B Dollar Repayments” to read as follows:


 


“Scheduled Term B Dollar Repayments” means,
with respect to the principal payments on the Term B Dollar Loans for each date
set forth below, that percentage of the aggregate outstanding principal amount
of Term B Dollar Loans (including Additional Term B Dollar Loans) on the
Additional Term Loan Borrowing Date set forth opposite thereto:


 


Scheduled Term B Dollar
Repayments


 


	
  Date

  	
   

  	
  Principal Payment

  
	
   

  	
   

  	
   

  
	
  August 31, 2007

  	
   

  	
  1% of the aggregate principal amount as of the

  Additional Term B Dollar Loan Borrowing Date

  
	
   

  	
   

  	
   

  
	
  August 31, 2008

  	
   

  	
  1% of the aggregate principal amount as of the

  Additional Term B Dollar Loan Borrowing Date

  
	
   

  	
   

  	
   

  
	
  August 31, 2009

  	
   

  	
  1% of the aggregate principal amount as of the

  Additional Term B Dollar Loan Borrowing Date

  
	
   

  	
   

  	
   

  
	
  August 31, 2010

  	
   

  	
  1% of the aggregate principal amount as of the

  Additional Term B Dollar Loan Borrowing Date

  
	
   

  	
   

  	
   

  
	
  August 31, 2011

  	
   

  	
  1% of the aggregate principal amount as of the

  Additional Term B Dollar Loan Borrowing Date

  
	
   

  	
   

  	
   

  
	
  August 31, 2012

  	
   

  	
  1% of the aggregate principal amount as of the

  Additional Term B Dollar Loan Borrowing Date

  
	
   

  	
   

  	
   

  
	
  Term B Loan Maturity
  Date

  	
   

  	
  100% of the aggregate principal amount of Term

  B Dollar Loans outstanding on the Term B Loan

  Maturity Date.

  



 


(k)           Additional Term B
Dollar Loans.  Section 2.1(a)(i) of the Credit
Agreement is amended by amending and restating such Section 2.1(a)(i) in
its entirety to read as follows:


 


(a)           Term
B Loan.  (i)  Each Lender which,
prior to the First Amendment Effective Date, was a Term B Dollar Lender (each
an “Original Term B Dollar Lender”) severally and for itself alone,
hereby agrees, on the terms and subject to the conditions hereinafter set forth
and in reliance upon the representations and warranties set forth herein and in
the other Loan Documents to continue its Term B Dollar Loan (each such loan, an
“Original Term B Dollar Loan” and collectively, the “Original Term B
Dollar Loans”) on and after the First Amendment Effective Date as a
loan.  Each Lender with an Additional
Term B Commitment, severally and for itself alone, hereby agrees, on the


 


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terms and subject to the conditions set forth in the
First Amendment and otherwise set forth herein and in reliance upon the
representations and warranties set forth herein and in the other Loan
Documents, to make a loan (each such loan, if made, an “Additional Term B
Dollar Loan” and a “Term B Dollar Loan” and collectively the “Additional
Term B Dollar Loans”) on the First Amendment Effective Date in a single
advance to the Borrower in an aggregate principal amount equal to the
Additional Term B Dollar Commitment of such Lender.  From and after the First Amendment Effective
Date, the Original Term B Dollar Loans and the Additional Term B Dollar Loans
shall be referred to individually as a “Term B Dollar Loan” and
collectively as the “Term B Dollar Loans” and all references to Term B
Dollar Loans herein shall be deemed to be references to either or both, as the
context may require, of the Original Term B Dollar Loans or Additional Term B
Dollar Loans.  Each Lender’s Additional
Term B Dollar Commitment shall expire immediately and without further action
after giving effect to the Additional Term B Dollar Loans made on the First
Amendment Effective Date.  Subject to the
terms and conditions hereof, each Term B Euro Lender agrees to make a loan in
Euros (the “Term B Euro Loans” and, together with the Term B Dollar
Loans, the “Term B Loans”) to the Borrower on the Closing Date in the
aggregate principal amount of such Lender’s Term B Euro Commitment.  No amount of a Term B Loan which is repaid or
prepaid by the Borrower may be reborrowed hereunder.  The Term B Dollar Loans shall be denominated
in Dollars, shall be maintained as and/or converted into Base Rate Loans or
Eurocurrency Loans or a combination thereof, provided, that all Term B
Dollar Loans made by the Term B Dollar Lenders pursuant to the same Borrowing
shall, unless otherwise specifically provided herein, consist entirely of Term
B Dollar Loans of the same Type.  The
Term B Euro Loans (1) shall be advanced to the Borrower pursuant to a
single drawing, which shall be on the Closing Date, (2) shall be
denominated in Euros, (3) shall initially be made as Eurocurrency Loans
with an Interest Period of one month, provided, that all Term B Euro
Loans made by the Term B Euro Lenders pursuant to the same Borrowing shall,
unless otherwise specifically provided herein, consist entirely of Term B Euro
Loans of the same Type.


 


(l)            Deletion of AdMat
Accordion.  Section 2.1(a)(ii)(A) of the Credit
Agreement is amended by replacing clause (1) thereof with “(1) intentionally
omitted”.


 


(m)          Outstanding Letters
of Credit of AdMat and Revisions to Letter of Credit Mechanics.


 


(A)          Section 2.9(a)(ii) of
the Credit Agreement is amended by inserting the parenthetical clause “(other
than Bank Guarantees)” immediately following the word “and” in the second line
thereof.


 


(B)           Section 2.9(d) of
the Credit Agreement is amended by amending and restating the first sentence
thereof to read as follows:


 


In the event that (1) the
Borrower shall fail to reimburse the applicable Facing Agent as provided in Section 2.9(c) in
an amount equal to the amount of any drawing honored by the applicable Facing
Agent under a Letter of Credit issued by it in accordance with the terms hereof
or (2) any Bank Guarantee shall remain outstanding on 


 


6





















 


the Revolver Termination Date, the applicable Facing
Agent shall promptly notify the Administrative Agent and the Administrative
Agent shall promptly notify each Revolving Lender, of the unreimbursed amount
of such drawing or the amount of such Bank Guarantee, as applicable, and of
such Lender’s respective participation therein.


 


(C)           Section 2.9(j)
of the Credit Agreement is amended by amending and restating the first sentence
of such Section to read as follows:


 


The letters of
credit set forth under the caption “Letters of Credit outstanding on the
Closing Date” on Schedule 2.9(j) were issued prior to the Closing
Date pursuant to one of the Prior Credit Agreements and will remain outstanding
as of the Closing Date and the letters of credit and bank guarantees set forth
under the caption “Letters of Credit and Bank Guarantees outstanding on the
First Amendment Effective Date” were issued pursuant to the credit facility of
AdMat or otherwise issued by Facing Agent prior to the First Amendment
Effective Date and will remain outstanding as of the First Amendment Effective
Date (collectively, the “Outstanding Letters of Credit”).


 


(D)          The
Credit Agreement is amended by amending and restating Schedule 2.9(j)
attached thereto to read as set forth on Schedule 2.9(j) attached
to the First Amendment.


 


(n)           Real Estate
Collateral


 


(A)          Section 6.21(c) of
the Credit Agreement is amended by inserting the clause “As of the First
Amendment Effective Date,” at the beginning of the second sentence of such
Section.


 


(B)           The
Credit Agreement is amended by amending and restating Schedule 6.21(c) attached
hereto to read as set forth on Schedule 6.21(c) attached to
the First Amendment.


 


(o)           AdMat and HLLC
Unsecured Foreign Intercompany Notes. 
Section 7.13(b) of the Credit Agreement is amended by
inserting the parenthetical phrase “(other than the Foreign Intercompany Notes
described in clause (iii)(z) of the definition thereof)” immediately following
the first reference to “Foreign Intercompany Loan Documents” in such Section.


 


(p)           Restricted Payments.  Section 8.4(b)(i) of
the Credit Agreement is amended by amending and restating clause (i) thereof
to read: “(i)          $150,000,000, plus”


 


(q)           AdMat Existing Investments.  The Credit Agreement is amended by amending
and restating Schedule 8.7(b) to read as set forth on Schedule 8.7(b) hereto.


 


(r)            AdMat Intercompany
Indebtedness.  Section 8.7(h) of the Credit
Agreement is amended by amending and restating such Section 8.7(h) to
read as follows:


 


(h)           (1)           the
Borrower may make or maintain intercompany loans and advances to any of its
Wholly-Owned Subsidiaries, (2) any Subsidiary of the Borrower may make or
maintain intercompany loans and advances to the Borrower, (3) any
Subsidiary of the Borrower (other than UK Holdco 2) may make or maintain 


 


7





















 


intercompany loans and advances to any other
Wholly-Owned Subsidiary of the Borrower and (4) AdMat or any Wholly-Owned
Subsidiary of AdMat existing on the date that AdMat became a Subsidiary of
Borrower may make or maintain intercompany loans and advances to AdMat or any
other such existing Wholly-Owned Subsidiary of AdMat (collectively, “Intercompany
Loans”), provided, that (x) each Intercompany Loan made by a Foreign
Subsidiary or a non-Wholly-Owned Domestic Subsidiary, on the one hand, to the
Borrower or a Wholly-Owned Domestic Subsidiary of the Borrower, on the other
hand, shall contain the subordination provisions set forth on Exhibit 8.7(h),
and (y) except provided in clause (4) above, each Intercompany Loan (other
than pursuant to an Overdraft Facility) made to a Foreign Subsidiary shall be
evidenced by an Intercompany Note;


 


(s)           Investments: AdMat
Foreign Reorganization and Clarifying Language.   Section 8.7(i) of the
Credit Agreement is amended by amending and restating such Section 8.7(i) to
read as follows:


 


(i)            (i) the
Borrower and its Subsidiaries may make Investments in the Capital Stock of
Persons that are Foreign Subsidiaries and may capitalize or forgive any
Indebtedness owed to them by a Foreign Subsidiary (treating such capitalization
or forgiveness as an Investment for purposes of this clause (i)); provided,
that the aggregate outstanding amount of such Investments pursuant to this
subclause (i) (excluding Investments consisting solely of the contribution
of the Capital Stock of a Foreign Subsidiary to a Foreign Subsidiary organized
in a jurisdiction acceptable to Administrative Agent) shall not exceed an
aggregate outstanding amount equal to the sum of $300,000,000 plus the
aggregate amount contributed to Foreign Subsidiaries for Acquisitions permitted
pursuant to Section 8.7(n), (ii) the Borrower and its Domestic
Subsidiaries may make Investments in the Capital Stock of a Person that is a
Domestic Subsidiary; provided, that the requirements of Section 7.11
are satisfied and (iii) Foreign Subsidiaries of the Borrower may make
Investments in the Capital Stock of other Foreign Subsidiaries of the Borrower
and may capitalize or forgive any Indebtedness (other than Indebtedness pledged
by such Foreign Subsidiary pursuant to a Foreign Intercompany Security
Document) owed to them by a Foreign Subsidiary (treating such capitalization or
forgiveness as an Investment for purposes of this clause (iii));


 


(t)            Investments: AdMat
Acquisition and Clarifying Language.  Section 8.7(n)
of the Credit Agreement is amended by amending and restating clause (v) thereof
to read as follows:


 


(v)           if
such Acquisition (other than the AdMat Acquisition) either results in a new
Foreign Subsidiary of the Borrower or is consummated by a Foreign Subsidiary of
the Borrower, the aggregate Investment attributable to such Foreign
Subsidiaries (such attributable Investment being deemed to equal (1) the
book value of the property, plant and equipment of such Foreign Subsidiaries or
assets acquired divided by the book value of all property, plant and equipment
acquired multiplied by (2) the aggregate Investment in connection with
such Acquisition), when added to the aggregate outstanding amount of all other
Investments described in this clause (v) that are made after the Closing
Date and 


 


8





















 


that
are attributable to such new Foreign Subsidiaries, does not exceed $200,000,000
in the aggregate;


 


(u)           Special Provisions
in relation to Foreign Law Governed Capital Stock Pledges.  Article XII of the Credit Agreement is
amended by inserting a new Section 12.21 at the conclusion thereof
to read as follows:


 


12.21       Administrative
Agent and Collateral Agent as Joint Creditors


 


Each of the Credit
Parties and each Lender and Agent and the Collateral Agent agrees that each of
the Administrative Agent and Collateral Agent shall be a joint and several
creditor (in Dutch: hoofdelijk schuldeiser)
(together with the relevant Lender or Agent) of the Obligations and Guaranteed
Obligations owed to each Lender or Agent under or in connection with all Loan
Documents and that accordingly each of the Administrative Agent and Collateral
Agent will have its own independent right to demand payment and performance by
the obligors of such obligations. 
However, any discharge of a Credit Party of any such obligation to the
Administrative Agent, Collateral Agent or any other relevant Lender, Agent or
creditor referred to above, shall, to the same extent, discharge such Credit
Party vis-à-vis the others in respect of such obligation, and a Lender, Agent
and the Administrative Agent and Collateral Agent shall not by virtue of this Section be
entitled to pursue a Credit Party concurrently for the same obligation.


 


SECTION 2          Consent of Lenders.  As of the
First Amendment Effective Date, the Lenders hereby consent to (i) the
AdMat Acquisition (and agree that the AdMat Acquisition shall be deemed an “Acquisition”
as defined in the Credit Agreement for all purposes of the Credit Agreement), (ii) the
merger of IRIC with and into a corporation organized under the laws of Utah, (iii) the
subordination of the amounts payable pursuant to any Intercompany Notes payable
by Huntsman Advanced Materials (Switzerland) Gmbh (“Huntsman Switzerland”)
to any other Indebtedness of Huntsman Switzerland, provided that Huntsman
Switzerland shall at no time suffer to exist Indebtedness of more than
$10,000,000, other than Intercompany Loans and (iv) the absence for a
period not to exceed forty-five (45) days following the First Amendment
Effective Date of Intercompany Notes evidencing amounts payable to and by
Vantico International S.a.r.l. and other Foreign Subsidiaries of AdMat in
connection with the customary day-to-day cash management requirements of such
Foreign Subsidiaries and the coordination of such requirements by Vantico
International S.a.r.l.


 


SECTION 3          Conditions to Effectiveness of the Amendment.  The
provisions of this Amendment shall become effective upon the date of the
satisfaction of all of the conditions set forth in this Section 3
(the “First Amendment Effective Date”), with any documents delivered to
Administrative Agent dated the First Amendment Effective Date unless otherwise
noted:


 


3.1.         Proper
Execution and Delivery of Amendment. 
Borrower, the Administrative Agent, the Required Lenders and each Lender
with an Additional Term B Dollar Commitment shall have duly executed and
delivered to Administrative Agent this Amendment.


 


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3.2.         Delivery
of Credit Party Documents.


 


(a)           Notes.  The Borrower shall have duly executed and
delivered to the Administrative Agent the Term B Dollar Notes payable to the
order of each applicable Lender with an Additional Term B Dollar Commitment
which has requested a Term B Dollar Note in the amount of their respective
Additional Term B Dollar Commitments and all other Loan Documents shall have
been duly executed and delivered by the appropriate Credit Party to the
Administrative Agent, all of which shall be in full force and effect;


 


(b)           Collateral Security
Agreement Supplement.  AdMat and each
of its Domestic Subsidiaries shall have duly authorized, executed and delivered
a Supplement to the Collateral Security Agreement in form and substance
satisfactory to the Administrative Agent (as modified, supplemented or amended
from time to time, the “Collateral Security Agreement Supplement”) and
shall have delivered to Collateral Agent all the Pledged Securities and Pledged
Intercompany Notes referred to therein then owned, if any, by such Credit
Party, (y) endorsed in blank in the case of promissory notes constituting
Pledged Securities referred to therein then owned, if any, by such Credit
Party, and (z) together with executed and undated stock powers, in the case of
capital stock constituting Pledged Securities and the other documents and
instruments required to be delivered under the Collateral Security Agreement
together with:


 


(i)            proper
financing statements (Form UCC-1 or such other financing statements or
similar notices as shall be required by local law) fully executed for filing
under the UCC or other appropriate filing offices of each jurisdiction as may
be necessary or, in the reasonable opinion of the Administrative Agent,
desirable to perfect the security interests purported to be created by the
Joinder to the Collateral Security Agreement;


 


(ii)           certified
copies of Requests for Information or Copies (Form UCC-7), or equivalent
reports, listing all effective financing statements or similar notices that
name AdMat or its Subsidiaries (by its actual name or any trade name,
fictitious name or similar name), or any division or other operating unit
thereof, as debtor and that are filed in the jurisdiction referred to in said
clause (i), together with copies of such other financing statements (none of
which shall cover the Collateral except to the extent evidencing Permitted
Liens or for which the Administrative Agent shall have received satisfactory
evidence of release);


 


(iii)          evidence
of the completion (or arrangements acceptable to the Administrative Agent for
the completion) of all other recordings and filings of, or with respect to, the
Supplement to the Collateral Security Agreement and all other actions as may be
necessary or, in the opinion of the Administrative Agent, desirable to perfect
the security interests intended to be created by the Supplement to the
Collateral Security Agreement or any other Security Document;


 


(iv)          such
amendments, modifications or supplements to the Pledged Intercompany Notes as
may be reasonably requested by the Administrative Agent, each such amendment,
modification or supplement to be in a form reasonably satisfactory to the
Administrative Agent; and


 


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(v)           evidence
that all other actions necessary, or in the reasonable opinion of the
Administrative Agent, desirable to perfect the security interests purported to
be taken by the Joinder to the Collateral Security Agreement have been taken;


 


(c)           Pledge Agreement
Supplement; Foreign Pledge Agreements. 
(i) AdMat and each of its Domestic Subsidiaries shall have duly
executed and delivered a Supplement to Pledge Agreement in the form of Exhibit A
to the Pledge Agreement and (ii) AdMat or the applicable Subsidiary
Guarantors shall have duly executed and delivered foreign law governed charges
over shares in form and substance satisfactory to the Administrative Agent in
respect of 65% of the shares of each material first-tier Foreign Subsidiary of
AdMat after giving effect to the AdMat Acquisition and shall have delivered
original stock certificates evidencing all shares pledged pursuant to such
agreements together with stock powers executed in blank or shall have entered
into a post-closing agreement acceptable to the Administrative Agent providing
for the execution and delivery of such documents referenced in clause (ii) hereof;


 


(d)           Subsidiary Guaranty
Agreement Supplement.  AdMat and each
of its Domestic Subsidiaries shall have duly executed and delivered a
Supplement to Subsidiary Guaranty substantially in the form of Exhibit A
to the Subsidiary Guaranty;


 


(e)           Reaffirmation of
Gurarantees and Security Documents. 
The Borrower and each of its Subsidiaries (prior to giving effect to the
AdMat Acquisition) shall have duly executed and delivered a reaffirmation of
their obligations under the existing Guarantees and Security Documents
substantially in the form of Exhibit 3.2(e);


 


(f)            New Mortgages;
Mortgage Policies; Surveys.  The
Administrative Agent shall have received:


 


(i)            fully
executed counterparts of mortgages or deeds of trust, all in form and substance
satisfactory to the Administrative Agent (the “New Mortgages”), which
New Mortgages shall cover each parcel of real estate or leasehold interest of
AdMat or any of its Domestic Subsidiaries with a fair market value of
$10,000,000 or more, together with a recording instruction letter from Vinson &
Elkins L.L.P., addressed to and accepted by the relevant title insurance
company under which such title insurance company accepts delivery of executed
counterparts of the applicable New Mortgage to be promptly delivered to the
appropriate recorder’s office for recording in all places to the extent
necessary or desirable, in the reasonable judgment of the Administrative Agent,
to create a valid and enforceable first priority lien (subject to Permitted
Real Property Encumbrances) on the applicable Mortgaged Property, subject only
to Permitted Liens, in favor of Collateral Agent (or such other trustee as may
be required or desired under local law) for the benefit of the Secured Parties;


 


(ii)           mortgagee
title insurance policies issued by title insurance companies satisfactory to
the Administrative Agent (the “Mortgage Policies”) with respect to the
Mortgaged Properties in amounts satisfactory to the Administrative Agent assuring
the Administrative Agent that the Mortgages with 


 


11





















 


respect to such Mortgaged
Properties are valid and enforceable first priority mortgage liens on the
respective Mortgaged Properties, free and clear of all defects, encumbrances
and other Liens except Permitted Liens, and the Mortgage Policies shall be in
form and substance satisfactory to the Administrative Agent and shall include,
as appropriate, an endorsement for future advances under this Agreement and the
Notes and for any other matter that the Administrative Agent in its discretion
may request, shall not include an exception for mechanics’ liens, and shall
provide for affirmative insurance and such reinsurance as the Administrative
Agent in its discretion may request; and


 


(iii)          to
the extent requested by the Administrative Agent, a survey, in form and
substance satisfactory to the Administrative Agent, of each Mortgaged Property
dated a recent date acceptable to the Administrative Agent, certified by a
licensed professional surveyor satisfactory to the Administrative Agent, provided,
however, in the event that any survey delivered pursuant to this
provision is dated on a date which is more than six (6) months prior to
the Closing Date, such survey shall be acceptable so long as such survey
otherwise complies with the ALTA/ACSM standards required by the Administrative
Agent, and the owner and/or lessee of the Mortgaged Property delivers a “no
change survey affidavit” in a form which is acceptable to the title insurance
company issuing the Mortgage Policy and the title insurance company will delete
any general survey exception in such Mortgage Policy;


 


(g)           Perfection
Certificates.  AdMat and each of its
Domestic Subsidiaries shall have delivered to the Administrative Agent true and
correct copies of Perfection Certificates in the form of Exhibit 5.1(f) to
the Credit Agreement, each of which shall be in full force and effect and in
form and substance satisfactory to the Administrative Agent as of the Closing
Date;


 


(h)           Termination of Prior
Credit Agreement.  On the First
Amendment Effective Date, the total commitments under that certain Credit
Agreement among AdMat, certain subsidiaries from time to time party thereto,
Deutsche Bank AG New York Branch, as Administrative Agent and the Lenders party
thereto dated as of June 30, 2003 (as amended) shall have been terminated,
all loans thereunder shall have been repaid in full, together with interest
thereon, and all other amounts owing pursuant to such agreement shall have been
repaid in full and such agreement shall have been terminated on terms and
conditions satisfactory to the Administrative Agent and the Required Lenders
and be of no further force or effect and the creditors thereunder shall have
terminated or released all security interests and Liens on the assets owned by
AdMat and its Subsidiaries in a manner satisfactory to the Administrative
Agent, it being understood and agreed that for all purposes under this
Agreement, such repayment shall be deemed to occur simultaneously with the
effectiveness of this Agreement;


 


(i)            Redemption of AdMat
Second Priority Notes.  The
Administrative Agent shall have received satisfactory evidence of the
redemption, repurchase or defeasance of 100% of the issued and outstanding 11%
Senior Secured Notes due 2010 issued by AdMat and 100% of the issued and
outstanding Senior Secured Floating Rate Notes due 2008 issued by AdMat and all
terms and conditions of such redemption shall be satisfactory to the
Administrative Agent and the Required Lenders, and the trustees under the
indentures governing such notes shall have 


 


12





















 


terminated or released all security interests and
Liens on the assets owned by AdMat and its Subsidiaries in a manner
satisfactory to the Administrative Agent, it being understood and agreed that
for all purposes under the Credit Agreement, such redemption shall be deemed to
occur simultaneously with the effectiveness of this Amendment;


 


(j)            Corporate Proceedings.  The Administrative Agent shall have received
from the Borrower and AdMat and each of its Domestic Subsidiaries a
certificate, dated the First Amendment Effective Date, signed by a Responsible
Officer of such Person, and attested to by the secretary or any assistant
secretary, or equivalent officer, or any manager (in the case of a limited
liability company) of such Person with appropriate insertions, together with
copies of such Person’s Organizational Documents and the consents of the
members of such Person referred to in such certificate and all of the foregoing
(including each such Organizational Document and consent) shall be satisfactory
to the Administrative Agent; and


 


(i)            All
corporate and/or limited liability company and legal proceedings and all
instruments and agreements to be executed by each such Credit Party in
connection with the transactions contemplated by this Agreement and the Loan
Documents shall be reasonably satisfactory in form and substance to the
Administrative Agent, and the Administrative Agent shall have received all
information and copies of all certificates, documents and papers, including
good standing certificates, bring-down certificates and any other records of
corporate and/or limited liability company proceedings and governmental
approvals, if any, which the Administrative Agent reasonably may have requested
in connection therewith, such documents and papers, where appropriate, to be
certified by proper corporate or governmental authorities;


 


(ii)           The
ownership and capital structure (including without limitation, the terms of any
capital stock, options, warrants or other securities issued by Borrower or any
of its Subsidiaries) of AdMat and its Subsidiaries shall be in form and
substance reasonably satisfactory to the Administrative Agent and the Lenders;


 


(k)           Incumbency.  The Administrative Agent shall have received
a certificate of the secretary or assistant secretary, or equivalent officer,
or any manager (in the case of a limited liability company) of the Borrower and
AdMat and each of its Subsidiaries, dated the First Amendment Effective Date,
as to the incumbency, effective as of the First Amendment Effective Date, and
signature of the officers of each such Person executing any document (in form
and substance satisfactory to the Administrative Agent) and any certificate or
other document or instrument to be delivered pursuant hereto or thereto by or
on behalf of such Person, together with evidence of the incumbency of such
secretary, assistant secretary, or equivalent officer or any manager (in the
case of a limited liability company);


 


(l)            Approvals.  All necessary governmental (domestic and
foreign) and third party approvals in connection with this Agreement and the
transactions contemplated hereby and otherwise referred to herein shall have
been obtained and remain in effect, and all applicable waiting periods shall
have expired without any action being taken by any competent authority which
restrains, prevents or imposes materially adverse conditions upon the consummation
of all 


 


13





















 


or any part of this Amendment or the transactions
contemplated hereby and otherwise referred to herein except for those approvals
of non-Governmental Authorities under contracts which are not material and
which are not required to be delivered at the closing thereof.  Additionally, there shall not exist any
judgment, order, injunction or other restraint issued or filed or a hearing
seeking injunctive relief or other restraint pending or notified prohibiting or
imposing material adverse conditions upon all or any part of this Amendment,
the AdMat Acquisition or the transactions contemplated hereby, or the making of
the Loans or the issuance of Letters of Credit;


 


(m)          Litigation.  No litigation by any entity (private or
governmental) shall be pending or, to the best knowledge of the Borrower,
threatened with respect to this Amendment, the AdMat Acquisition, any other
Loan Document or any documentation executed in connection herewith or the transactions
contemplated hereby, or which the Administrative Agent or the Required Lenders
shall determine could reasonably be expected to have a Material Adverse Effect;


 


(n)           Public Notes.  The Borrower shall have delivered to the
Administrative Agent certified copies of all material documents executed in
connection with the AdMat Acquisition pursuant to any Public Note Documents,
including any certificates and legal opinions relating thereto, each in form
and substance acceptable to the Administrative Agent;


 


(o)           AdMat Acquisition.  The AdMat Acquisition shall have been
consummated in accordance with documentation in form and substance satisfactory
to the Administrative Agent (the “Acquisition Documents”) and applicable
law.  The Administrative Agent shall have
received copies of the material Acquisition Documents certified by a secretary
or assistant secretary of the Borrower and all certificates and other documents
delivered thereunder.  The Administrative
Agent shall be reasonably satisfied with the material terms and conditions of
the AdMat Acquisition;


 


(p)           Pro Forma Balance
Sheet.  The Administrative Agent
shall have received a pro forma balance sheet giving effect to the Amendment
and the AdMat Acquisition in form and substance satisfactory to the Administrative
Agent and the Required Lenders;


 


(q)           Opinions of Counsel.  The Administrative Agent shall have received
from (i) Vinson & Elkins L.L.P., special counsel to the Borrower,
an opinion addressed to the Administrative Agent and each of the Lenders and
dated the First Amendment Effective Date, which shall be in substantially the
form of Exhibit 3.2(q)(i), and (ii) local counsel to the
Borrower (in the United States and in such foreign jurisdictions as the
Administrative Agent may reasonably request), an opinion addressed to the
Administrative Agent and each of the Lenders and dated the Closing Date, in
form and substance satisfactory to the Administrative Agent, covering the
perfection of the security interests granted pursuant to certain of the Security
Documents executed in connection with this Amendment;


 


(r)            Fees.  The Borrower shall have paid to the Agents
and the Lenders all costs, fees and expenses (including, without limitation,
legal fees and expenses) payable to the Agents and the Lenders to the extent
then due;


 


14





















 


(s)           Solvency.  The Administrative Agent shall have received
a solvency certificate, in form and substance reasonably satisfactory to the
Administrative Agent, executed by a Responsible Officer on behalf of the
Borrower with respect to the solvency of the Borrower;


 


(t)            Tax Sharing
Agreement.  The Administrative Agent
shall have received a certified copy of the fully executed Tax Sharing
Agreement;


 


(u)           Environmental Report.  The Administrative Agent shall have received
access to copies of the most recent environmental risk assessment reports in
the possession of the Borrower or its Subsidiaries or performed at the request
of the Borrower or its Subsidiaries for any current and former facilities of
AdMat or its Subsidiaries;


 


(v)           Insurance.  The Administrative Agent shall be satisfied
with the insurance coverage in effect on the Closing Date pertaining to the
assets of AdMat and its Subsidiaries, and shall have received evidence
satisfactory to it that the Administrative Agent shall have been named as a
loss payee, mortgagee and additional insured on all such policies of insurance,
as appropriate;


 


(w)          Officer’s Certificate.  The Administrative Agent shall have received
a certificate executed by a Responsible Officer on behalf of the Borrower,
dated the Closing Date and in form and substance satisfactory to the
Administrative Agent;


 


(x)            Existing Indebtedness.  After giving effect to this Amendment and the
other transactions contemplated hereby, Borrower and its Subsidiaries shall not
have any Indebtedness outstanding except for the Loans, the Public Notes and
other Indebtedness permitted by Section 8.2;


 


(y)           Other Matters.  All corporate and other proceedings taken in
connection with this Agreement at or prior to the date of this Amendment, and
all documents incident thereto will be reasonably satisfactory in form and
substance to the Administrative Agent; and the Administrative Agent shall have
received such other instruments and documents as the Administrative Agent shall
reasonably request in connection with the execution of this Agreement, and all
such instruments and documents shall be reasonably satisfactory in form and
substance to the Administrative Agent.


 


3.3.         Representations
and Warranties; Default; Officer’s Certificate.  After giving effect to this Amendment, the
representations and warranties set forth in Article VI of the
Credit Agreement shall be true and correct, except to the extent such
representations and warranties are expressly made as of a specified date in
which event such representations and warranties shall be true and correct as of
such specified date, and no Event of Default or Unmatured Event 


 


15





















 


of Default shall have occurred or be continuing and
Administrative Agent shall have received a certificate executed by a
Responsible Officer on behalf of Borrower, dated the First Amendment Effective
Date stating that, after giving effect to this Amendment, the representations
and warranties set forth in Article VI of the Credit Agreement are
true and correct as of the date of the certificate, except to the extent such
representations and warranties are expressly made as of a specified date in
which event such representations and warranties shall be true and correct as of
such specified date, that no Event of Default or Unmatured Event of Default has
occurred and is continuing, and that the conditions of this Section 3
hereof have been fully satisfied or waived.


 


3.4.         Fees.  Borrower shall have paid to Administrative
Agent and the Lenders all costs, fees and expenses (including, without
limitation, reasonable legal fees and expenses) payable to Administrative Agent
and the Lenders to the extent then due, including, without limitation, pursuant
to Section 5 of this Amendment and any fee letter executed by the
Borrower in favor of the Administrative Agent in connection with the First
Amendment.


 


3.5.         Corporate
Proceedings.  All corporate and
legal proceedings and all instruments and agreements in connection with the
execution and delivery of this Amendment shall be satisfactory in form and
substance to Administrative Agent and the Required Lenders and Administrative
Agent and all Lenders shall have received all information and copies of all
documents and papers, including records of corporate proceedings, governmental
approvals, good standing certificates and bring-down telegrams or certificates,
if any, which Administrative Agent or such Lender reasonably may have requested
in connection therewith, such documents and papers where appropriate to be
certified by proper corporate or Governmental Authorities.


 


Each Lender and the Administrative Agent hereby agrees
that by its execution and delivery of its signature page hereto, such
Person approves of and consents to each of the matters set forth in Section 3
which must be approved by, or which must be satisfactory to, the Required
Lenders or such Person, as the case may be; provided that, in the case
of any agreement or document which must be approved by, or which must be
satisfactory to, the Required Lenders, Administrative Agent or Borrower shall
have delivered a copy of such agreement or document to such Person if so
requested on or prior to the First Amendment Effective Date.


 


SECTION 4          References to and Effect on the Credit Agreement.  On and
after the date hereof each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each
reference to the Credit Agreement, as the case may be, in the Loan Documents
and all other documents (the “Ancillary Documents”) delivered in connection
with the Credit Agreement shall mean and be a reference to the Credit Agreement
as amended hereby.


 


Except as specifically amended above, the Credit Agreement,
and the other Loan Documents and all other Ancillary Documents shall remain in
full force and effect and are hereby ratified and confirmed.


 


The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver
of any right, power or remedy of the Lenders or Administrative Agent under the
Credit Agreement, the Loan Documents or the Ancillary Documents.


 


SECTION 5          Costs and Expenses.  Borrower agrees to pay all reasonable costs
and expenses of the Administrative Agent in connection with the negotiation,
preparation, printing, typing, reproduction, execution and delivery of this
Amendment and all other documents furnished pursuant hereto or in connection
herewith, including without limitation, the reasonable fees and out-of-pocket
expenses of Winston & Strawn LLP, special counsel to Administrative 


 


16





















 


Agent and any local counsel
retained by Administrative Agent relative thereto or the reasonable allocated
costs of staff counsel as well as the fees and out-of-pocket expenses of
counsel, independent public accountants and other outside experts retained by
Administrative Agent in connection with the administration of this Amendment.


 


SECTION 6          Miscellaneous.


 


6.1.         Execution
in Counterparts.  This Amendment
may be executed in one or more counterparts, each of which, when executed and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same document with the same
force and effect as if the signatures of all of the parties were on a single
counterpart, and it shall not be necessary in making proof of this Amendment to
produce more than one (1) such counterpart.  Delivery of an executed signature page to
this Amendment by telecopy shall be deemed to constitute delivery of an
originally executed signature page hereto.


 


6.2.         Governing
Law.  THIS AMENDMENT SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR
ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF SAID STATE.


 


6.3.         Headings. 
Headings used in this Amendment are for convenience of reference only
and shall not affect the construction of this Amendment.


 


6.4.         Integration. 
This Amendment, the other agreements and documents executed and
delivered pursuant to this Amendment and the Credit Agreement constitute the
entire agreement among the parties hereto with respect to the subject matter
hereof.


 


6.5.         Binding
Effect.  This Amendment shall be binding upon and
inure to the benefit of and be enforceable by the Borrower, the Administrative
Agent and the Lenders and their respective successors and assigns.  Except as expressly set forth to the contrary
herein, this Agreement shall not be construed so as to confer any right or
benefit upon any Person other than the Borrower, the Administrative Agent and
the Lenders and their respective successors and permitted assigns.


 


[signature page follows]


 


17





















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed and delivered by
their duly authorized officers as of the day and year first above written.


 


	
   

  	
  HUNTSMAN
  INTERNATIONAL LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sean Douglas

  	
   

  
	
   

  	
  Name:

  	
  Sean Douglas

  	
   

  
	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK AG NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Omayra Laucella

  	
   

  
	
   

  	
  Name:

  	
  Omayra Laucella

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan LeFevre

  	
   

  
	
   

  	
  Name:

  	
  Susan LeFevre

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
						



 


Signature Page to
Huntsman International LLC


First Amendment to Credit
Agreement and Consent