Exhibit 10.13


 


FIRST AMENDMENT

TO THE

INTEREST HOLDERS AGREEMENT


 


 


THIS FIRST
AMENDMENT TO THE INTEREST HOLDERS AGREEMENT (this “Amendment”), dated as of
May     , 2003, by and among Huntsman LLC, a Utah
limited liability company (“H Corp”), HMP Equity Holdings Corporation, a
Delaware corporation (“HMP”), Huntsman Family Holdings II Company LLC, a Utah
limited liability company (“Family Holdings II”), MatlinPatterson Global
Opportunities Partners L.P., a Delaware limited partnership (“GOF”), Huntsman
Group, Inc. a Delaware corporation, and Huntsman Holdings, LLC, a Delaware
limited liability company (“Huntsman Holdings”), is entered into in order to
amend that certain Interest Holders Agreement, dated as of September 30,
2002 (the “Interest Holders Agreement”), by and among H Corp, HMP, Family
Holdings II, GOF, and Huntsman Holdings. 
The parties to the Interest Holders Agreement hereby acknowledge and
consent to the addition of Huntsman Group as a party to this Amendment.  Moreover, by executing this amendment,
Huntsman Group and such parties agree further, that, from and after the date
hereof, Huntsman Group shall be treated as if it were no original signatory to
the Interest Holders Agreement, and Huntsman Group shall be subject to all of
the obligations and entitled to all of the tights under the Interest Holders
Agreement and this Amendment thereto.  A
Capitalized term in this Amendment that is riot defined in this Amendment has
the same meaning as it his as a capitalized term in the Interest Holders Agreement
unless the context clearly indicates to the contrary.


 


GOF, Family
Holdings II, HMP, H Corp and Huntsman Holdings, in consideration of the
Pledge Agreement and the formation of Huntsman Group, hereby agree to amend the
Interest Holders Agreement as follows:


 


1.             Definitions. 
The following definitions are hereby added to Article I of the
Interest Holders Agreement:


 


“Common
Stock” shall mean the existing common stock and any common stock of HMP
issued in exchange therefor or in respect thereof or in exchange for or in
respect of any other securities of HMP or its Subsidiaries.


 


“Common
Units” shall mean the single class of interest in H Corp.


 


“ICI Alta”
shall mean ICI Alta, Inc., a Delaware corporation.


 


“Specified
Foreclosure Event” means the completion of transfer of title of all of the
Common Stock pursuant to the exercise by any party to the Pledge Agreement of
any rights or remedies under Part 6 of Article 9 of the UCC with
respect to the Common Stock.


 


“Pledge
Agreement” shall mean the Pledge Agreement, by and among HMP (as issuer),
and Huntsman Holdings, Huntsman Group and ICI Alta (as pledgors), and Wells
Fargo Bank Minnesota, National Association (as trustee), as amended from time
to time.


 



















 


“UCC”
shall mean Uniform Commercial Code of the State of New York, as amended from
time to time.


 


2.             Amendment of Interest Holders Agreement
Section 2.2.  Section 2.2 of
the Interest Holders Agreement is hereby amended to read in its entirety as
follows:


 


2.2           Other Key Subsidiaries.


 


(a)           Subject to Section 2.3, each Key
Subsidiary that becomes a party to this Agreement pursuant to
Section 22(b) below, hereby agrees that from and after such time as it
shall become a party to this Agreement and for so long as it shall remain a
Subsidiary of Huntsman Group it will not take any Special Action, unless (x) in
the event of a Special Action set forth on Exhibit G to the LLC
Agreement, such Special Action shall have received the approval of the GOP
designee on the board of directors (or other similar governing body) of such
Key Subsidiary or, if there is no GOP designee on the board of directors (or
other similar governing body) of such Kay Subsidiary, at least one of the
Adviser Directors and (y) in the event of a Special Action id forth on Exhibit
H to the LLC Agreement, such Special Action has received the written
approval of GOP.


 


(b)           By giving written notice to Huntsman
Group and Family Holdings, GOP shall be entitled to designate any other
Subsidiary of Huntsman Group as a Key Subsidiary if GOF shall reasonably determine
that such Subsidiary operates businesses that are significant to the overall
business of Huntsman Group and its Subsidiaries, taken as a whole.  Huntsman Group shall cause any Subsidiary
designated a Key Subsidiary pursuant to the preceding sentence to enter into a
counterpart to this Agreement as soon as reasonably practicable following such
designation; provided, however, that Huntsman Group shall not be required to
cause any Subsidiary (such Subsidiary, the “Excused Subsidiary”) to enter into
this Agreement if doing so would conflict with or result in a violation of the
organizational and other governing documents, if any, of the Excused
Subsidiary, or conflict with, or (with or without notice or lapse of time, or
both) result in a termination, breach, impairment or violation of, or
constitute a default under, (i) any instrument, indenture, lease, mortgage
or other agreement or contract to which the Excused Subsidiary is a party or to
which the Excused Subsidiary or any of its assets or properties may be subject
or(ii) any federal, state, local or foreign judgment, writ, decree, order,
ordinance, statute, rule or regulation applicable to the Excused Subsidiary or
its assets or properties, provided that with respect to any Excused Subsidiary
other than HIH or any of its Subsidiaries, Huntsman Group and the Excused
Subsidiary shall use reasonable efforts to eliminate such conflict or to cause
such violation to not occur; provided, further, however, that if any Key
Subsidiary is not required to enter into this Agreement, then each of the
parties hereto agrees that from and after such time as the Excused Subsidiary
is designated a Key Subsidiary and for so long as the Excused Subsidiary shall
remain a Subsidiary of Huntsman Group, subject to Section 2.3, such party
will not permit, and will cause its Subsidiaries to not permit, the Excused
Subsidiary to take any Special Action unless (it) in the event of a Special
Action set forth on Exhibit G to the LLC Agreement, such Special Action
shall have received the approval of the GOP designee on the board of directors
(or other similar governing body) of the Excused Subsidiary or, if there is no
GOP designee on the board of directors (or other similar governing body) of the
Excused Subsidiary, at least one of the Adviser Directors and (y) in the event
of a


 


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Special Action
set forth on Exhibit H to the LLC Agreement, such Special Action has
received the Mitten approval of GOP.


 


3.             Amendment of Interest Holders Agreement
Section 4.9.  The following Section
49(a) is hereby amended to read in its entirety as follows:


 


(a)           if to HH, H Corp, H Equity or
Huntsman Group, to:


 


c/o Huntsman Corporation


500 Huntsman Way


Salt Lake City, Utah 84108


 


Attn:   General Counsel


 


with copies to:


 


Skadden, Arps, Slate, Meagher

& Flom LLP


1600 Smith Street, Suite 4400


Houston, Texas 77002


 


Attn:  Frank Ed Bayouth II


 


and


 


4.             Addition to Interest Holders Agreement Article IV.  The following Section 4.13 is hereby
added to Article IV of the Interest Holders Agreement:


 


4.13         Termination of
Agreement.  Upon the occurrence of a
Specified Foreclosure Event, this Agreement shall terminate, with no additional
action required by any patty, and there shall be no liability or obligation
thereafter on the part of any party to the other parties.


 


5.             No Other Effect on the Interest Holders Agreement.  Except as amended by this Amendment, the
interest Holders Agreement remains in fill effect.


 


6.             Miscellaneous.


 


(a)           Captions; Certain Definitions.  Titles and captions of or in this Amendment
are inserted only as a matter of convenience and for reference and in now way
define, limit, extend and describe the scope of this Amendment or the intent of
any of the provisions.


 


(b)           Governing Law.  This Amendment shall be governed and
construed in accordance with the Laws of the State of Delaware, without regard
to any applicable conflicts of law provisions thereof.


 


(c)           Counterparts; Effectiveness.  This Amendment may be executed in
counterparts, all of which shall be considered one and the same agreement, it
being understood that all parties


 


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need not sign
the same counterpart.  This Amendment
shall become effective upon the execution hereof by each of the parties hereto,
and the delivery hereof to each party executing this Amendment


 


***


 


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IN WITNESS WHEREOF, the parties to this Amendment have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the         day of May, 2003.


 


	
   

  	
  HUNTSMAN LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ J. Kimo
  Esplin

  	
   

  
	
   

  	
   

  	
  Name:  J. Kimo Esplin

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HUNTSMAN HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
         /s/
  Sean Douglas

  	
   

  
	
   

  	
   

  	
  Name:

  	
       Sean Douglas

  	
   

  
	
   

  	
   

  	
  Title: 

  	
        Authorized Person

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN FAMILY HOLDINGS II

  COMPANY LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
         /s/ Sean
  Douglas

  	
   

  
	
   

  	
   

  	
  Name:

  	
       Sean Douglas

  	
   

  
	
   

  	
   

  	
  Title:

  	
        Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HMP EQUITY HOLDINGS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ J. Kimo
  Esplin

  	
   

  
	
   

  	
   

  	
  Name:  J. Kimo Esplin

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  
								



 


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[Counterpart signature page to First
Amendment to the


Interest Holders Agreement]


 


 


	
   

  	
  MATLINPATTERSON GLOBAL

  OPPORTUNITIES PARTNERS L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:  MatlinPatterson Global
  Advisers LLC, its

  Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Chris Pecheck

  	
   

  
	
   

  	
   

  	
  Name: 

  	
       Chris Pecheck

  	
   

  
	
   

  	
   

  	
  Title:

  	
        Partner

  	
   

  
								



 


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  HUNTSMAN GROUP INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
       /s/ J. Kimo Esplin

  	
   

  
	
   

  	
   

  	
  Name:  J. Kimo Esplin

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  
					



 


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