Exhibit 10.22


 


FIRST AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this “Agreement”), dated as of April 25, 2003, is made by and
among Huntsman LLC, a Utah limited liability company formerly known as Huntsman
Company LLC (“Borrower”), Deutsche Bank Trust Company Americas (“Deutsche
Bank”), as Administrative Agent for the Lenders (as such term is
hereinafter defined) (“Administrative Agent”), and the undersigned
financial institutions, including Deutsche Bank, in their capacities as
Lenders.


 


W I T N E S S E T H:


 


WHEREAS, the Borrower, the Administrative Agent and
certain financial institutions parties thereto (each, a “Lender”;
collectively, the “Lenders”) are parties to that certain Amended and
Restated Credit Agreement dated as of September 30, 2002 (the “Credit
Agreement”).


 


WHEREAS, Holdco II is contemplating entering into a
Mezzanine Financing, and the investors in such Mezzanine Financing have
required as a condition to closing the Mezzanine Financing that certain
financial covenants in the Credit Agreement be amended.


 


WHEREAS, the undersigned desire to (a) amend certain
financial covenants found in the Credit Agreement, (b) designate HF II
Australia Holdings Company LLC as an Unrestricted Subsidiary, (c) amend the
prepayment provisions relating to issuances of Capital Stock in connection with
the acquisition of Vantico Group S.A. and its subsidiaries (“Vantico”,
and such acquisition, the “Vantico Transaction”) and the establishment
of an equity plan for Holdco I, Holdco II and/or [Newco] management, (d) amend
certain provisions of the Holdco Agreement in order to permit the acquisition
of Vantico by Huntsman Holdings LLC, to provide for a tax sharing arrangement
between Holdco II and [Newco], to permit the pledge of Capital Stock of the
Borrower in connection with a Mezzanine Financing, and to permit the
establishment of an equity plan for Holdco I, Holdco II and/or [Newco]
management, and (e) permit certain Liens as security for the repayment of
insurance premiums paid by third parties on behalf of the Borrower and its
Restricted Subsidiaries.


 


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


 


SECTION 1.                  DEFINITIONS


 


1.1.                                      Defined
Terms.  Unless otherwise specified herein,
capitalized terms used in this Agreement shall have the meanings ascribed to
them by the Credit Agreement.


 


A-1

















 


SECTION 2.                  AMENDMENTS
TO CREDIT AGREEMENT


 


2.1.                                      Amendments
to Credit Agreement.  The Credit Agreement is hereby amended,
effective as of April 25, 2003, as follows:


 


(a)                                  Section 1.1.                                The definition of
“Indebtedness” is hereby amended by deleting the entire proviso at the end of
such definition and replacing it with the following:


 


provided,
however, notwithstanding the foregoing, “Indebtedness” shall not include
deferred taxes or indebtedness of Borrower and/or its Restricted Subsidiaries
(which indebtedness may not be secured except as permitted by Section 8.1(m))
incurred to finance insurance premiums in a principal amount not in excess of
the casualty and other insurance premiums to be paid by Borrower and/or its
Restricted Subsidiaries for a one year period beginning on the date of any
incurrence of such indebtedness.


 


(b)                                  Section 1.1.                                The definitions of
“Applicable Base Rate Margin” and “Applicable Eurodollar Margin” are hereby
amended by deleting such definitions in their entirety and inserting the
following in their place:


 


“Applicable
Base Rate Margin” means at any date (i) with respect to Term A Loans,
3.75%; provided, however, that to the extent that a Minimum Term
B Prepayment is made on or prior to December 31, 2004, the Applicable Base Rate
Margin applicable to Term A Loans shall be 3.00% beginning on the first
Business Day after such prepayment; provided, further, however,
that during any period when Borrower’s senior secured debt is rated at or above
Ba3 by Moody’s and BB- by S&P, the Applicable Base Rate Margin then
applicable to Term A Loans shall be reduced by 0.25%, and (ii) with respect to
Term B Loans, 5.75% and shall without further action increase (A) by 0.50% on
the first Business Day after the 9-month anniversary of the Closing Date and on
each 3-month anniversary thereafter through December 31, 2003, and (B) by 0.75%
on each 3 month anniversary thereafter, up to a maximum of 8.75%.


 


“Applicable Eurodollar Margin” means at any date (i) with respect
to Term A Loans, 4.75%; provided, however, that to the extent
that a Minimum Term B Prepayment is made on or prior to December 31, 2004, the
Applicable Eurodollar Margin applicable to Term A Loans shall be 4.00%
beginning on the first Business Day after such prepayment; provided, further,
however, that during any period when Borrower’s senior secured debt is
rated at or above Ba3 by Moody’s and BB- by S&P, the Applicable Base Rate
Margin then applicable to Term A Loans shall be reduced by 0.25%, and (ii) with
respect to Term B Loans, 6.75% and shall without further action increase (A) by
0.50% on the first Business Day after the 9-month anniversary of the Closing
Date and on each 3-month anniversary through December 31, 2003, and (B) by 0.75%
on each 3 month anniversary thereafter, up to a maximum of 9.75%.


 

















 


(c)                                  Section 1.1.                                The following definition is
hereby inserted alphabetically into Section 1.1 of the Credit Agreement:


 


“Vantico” means Vantico Group S.A. and its subsidiaries.


 


(d)                                  Section 1.1.                                The following definitions are
hereby inserted alphabetically into Section 1.1 of the Credit Agreement:


 


“Holdco Parties” has the meaning assigned to such term in the
Holdco Agreement.


 


“Mezzanine Closing Date” means the date on which each of the
following has occurred:  (i) the “Alta
Interest Purchase Price” (as such term is defined in the ICI Agreement) and the
“B Note Completion Payment” (as such term is defined in the ICI Agreement) has
been paid to ICI pursuant to the terms of the ICI Agreement, (ii) HSCC has
pledged 300 membership units of HIH to the Collateral Agent and (iii) Borrower
has delivered to the Administrative Agent executed copies of all documents
executed in connection with the related Mezzanine Financing.


 


“Minimum Excess Availability” means the amount by which (a) the
lesser of (i) the Borrowing Base (as defined in the Priority Credit
Agreement) and (ii) the Commitments (as defined in the Priority Credit
Agreement) exceeds (b) the aggregate outstanding amount of all Loans (as defined
in the Priority Credit Agreement).


 


(e)                                  Section 1.1.                                The definition of “Net
Offering Proceeds” is hereby amended by deleting the parenthetical found in
such definition and replacing it with the following parenthetical:


 


(other than
(i) Capital Stock issued in connection with the exercise of stock options
granted pursuant to the stock option plan described in Schedule 6.12
hereof, (ii) Capital Stock of Holdco I, Holdco II or [Newco] issued to
management in connection with a management incentive program of Holdco I,
Holdco II and/or [Newco] as permitted by Section 4.8 of the Holdco
Agreement,  (iii) Capital Stock of
Holdco I or Holdco II issued in connection with an exchange for HIH Minority
Interests (as such term is defined in the Holdco Agreement) or (iv) Capital
Stock issued by one or more Holdco Parties in connection with the acquisition
of Vantico, the consideration for which is debt or equity securities of
Vantico.)


 


(f)                                    Section 8.1.                                Section 8.1 of the Credit
Agreement is hereby amended by (i) deleting the word “and” at the end of clause
(k) of such section, (ii) deleting the period at the


 

















 


end of clause (l) of such section and replacing it with “;
and” and (iii) inserting the following new clause (m) at the end of such
section:


 


(m)                               Liens on unearned insurance
premiums securing Indebtedness incurred by Borrower and/or its Restricted
Subsidiaries to finance such insurance premiums in a principal amount not to
exceed at any time the amount of such insurance premiums to be paid by Borrower
and/or its Restricted Subsidiaries for a one year period.


 


(g)                                 Section 8.20.                         The following is hereby added to
the Credit Agreement as Section 8.20:


 


8.20                        Minimum Excess Availability.                               Borrower shall not permit
Minimum Excess Availability to be less than $70,000,000 at any time during the
period beginning on the Mezzanine Closing Date and ending on the date when
Borrower delivers to Administrative Agent the certificate in the form of Exhibit
7.2(b)-2 of the Credit Agreement for the period ending March 31, 2004.


 


(h)                                 Section 9.1.                                The chart found in Section
9.1 of the Credit Agreement is hereby deleted in its entirety and the following
chart is inserted in its place:


 


	
  Date

  	
   

  	
  Ratio

  	
   

  
	
  Closing Date - March 31, 2003

  	
   

  	
  8.25

  	
   

  
	
  April 1, 2003 - June 30, 2003

  	
   

  	
  n/a

  	
   

  
	
  July 1, 2003 - September 30, 2003

  	
   

  	
  n/a

  	
   

  
	
  October 1, 2003 - December 31, 2003

  	
   

  	
  n/a

  	
   

  
	
  January 1, 2004 - March 31, 2004

  	
   

  	
  8.50 to 1.0

  	
   

  
	
  April 1, 2004 - June 30, 2004

  	
   

  	
  7.50 to 1.0

  	
   

  
	
  July 1, 2004 - September 30, 2004

  	
   

  	
  6.00 to 1.0

  	
   

  
	
  October 1, 2004 - December 31, 2004

  	
   

  	
  4.75 to 1.0

  	
   

  
	
  January 1, 2005 - June 30, 2005

  	
   

  	
  3.75 to 1.0

  	
   

  
	
  July 1, 2005 - and thereafter

  	
   

  	
  3.25 to 1.0

  	
   

  



 


(i)                                    Section 9.2.                                The chart found in Section 9.2
of the Credit Agreement is hereby deleted in its entirety and the following
chart is inserted in its place:


 


	
  Date

  	
   

  	
  Ratio

  	
   

  
	
  Closing Date - March 31, 2003

  	
   

  	
  1.30 to 1.0

  	
   

  
	
  April 1, 2003 -  June 30, 2003

  	
   

  	
  1.10 to 1.0

  	
   

  
	
  July 1, 2003 - September 30, 2003

  	
   

  	
  1.00 to 1.0

  	
   

  
	
  October 1, 2003 - December 31, 2003

  	
   

  	
  1.25 to 1.0

  	
   

  
	
  January 1, 2004 - March 31, 2004

  	
   

  	
  1.40 to 1.0

  	
   

  
	
  April 1, 2004 - June 30, 2004

  	
   

  	
  1.60 to 1.0

  	
   

  
	
  July 1, 2004 - September 30, 2004

  	
   

  	
  1.80 to 1.0

  	
   

  
	
  October 1, 2004 - December 31, 2004

  	
   

  	
  2.25 to 1.0

  	
   

  



 

















 


	
  January 1, 2005 - June 30, 2005

  	
   

  	
  2.50 to 1.0

  	
   

  
	
  July 1, 2005 - and thereafter

  	
   

  	
  2.75 to 1.0

  	
   

  



 


(j)                                    Section 9.3.                                The chart found in Section 9.3
of the Credit Agreement is hereby deleted in its entirety and the following
chart is inserted in its place:


 


	
  Date

  	
   

  	
  Ratio

  	
   

  
	
  Closing Date - March 31, 2003

  	
   

  	
  0.85 to 1.0

  	
   

  
	
  April 1, 2003 -  June 30, 2003

  	
   

  	
  n/a

  	
   

  
	
  July 1, 2003 - September 30, 2003

  	
   

  	
  n/a

  	
   

  
	
  October 1, 2003 - December 31, 2003

  	
   

  	
  n/a

  	
   

  
	
  January 1, 2004 - March 31, 2004

  	
   

  	
  0.75 to 1.0

  	
   

  
	
  April 1, 2004 - June 30, 2004

  	
   

  	
  0.80 to 1.0

  	
   

  
	
  July 1, 2004 - September 30, 2004

  	
   

  	
  0.90 to 1.0

  	
   

  
	
  October 1, 2004 - December 31, 2004

  	
   

  	
  1.00 to 1.0

  	
   

  
	
  January 1, 2005 - and thereafter

  	
   

  	
  1.25 to 1.0

  	
   

  



 


(k)                                Section 9.4.                              Section 9.4 of the Credit
Agreement is hereby amended by deleting such section in its entirety and
replacing it with the following:


 


9.4                               Capital Expenditures.                            Permit, nor permit any of its
Restricted Subsidiaries to, make any Consolidated Capital Expenditures, except
that Borrower and its Restricted Subsidiaries may make such Consolidated
Capital Expenditures (i) during 2002, not in excess of an amount equal to
$85,000,000; (ii) during 2003, not in excess of an amount equal to $100,000,000
plus Permitted Turnaround Capital Expenditures, provided, however,
that prior to June 30, 2003, Consolidated Capital Expenditures for 2003 may not
exceed $60,000,000 plus Permitted Turnaround Capital Expenditures; (iii) during
each Fiscal Year thereafter and until payment in full of all Obligations
hereunder, not in excess of an amount equal to $100,000,000 plus Permitted
Turnaround Capital Expenditures; provided, however, that, to the
extent that Borrower consummates the Minimum Term B Prepayment, Borrower and
its Restricted Subsidiaries may make Consolidated Capital Expenditures in each
Fiscal Year commencing on January 1, 2004 in an amount equal to $135,000,000
plus Permitted Turnaround Capital Expenditures; provided, further,
however, to the extent Consolidated Capital Expenditures referred to in clause
(ii) and clause (iii) for any Fiscal Year are less than the amount
allowable for such Fiscal Year, the difference thereof may be carried forward
to the immediately following fiscal year in an amount not to exceed
$10,000,000.


 


(l)                                    Schedule 1.1(c)            Schedule 1.1(c) of the Credit Agreement is hereby
amended by adding HF II Australia Holdings Company LLC to the list of entities
found on such schedule.


 

















 


SECTION 3.                  CONSENT


 


The undersigned Lenders, constituting
the Required Lenders, hereby (a) consent to and authorize the Administrative
Agent to enter into an amendment of the Holdco Agreement in order to (i) add
[Newco] as a Holdco Party, (ii) permit the Holdco Parties to take actions
necessary to effect the Vantico Transaction, (iii) permit any Holdco Party to
enter into a tax sharing agreement related to the structural changes arising
out of the Vantico Transaction and approved by the Administrative Agent, (iv)
permit Holdco I, Holdco II and/or [Newco] to establish a management incentive
program, (v) permit Holdco II to grant a security interest in the Capital Stock
of the Borrower to secure the Mezzanine Financing and (vi) make such other
changes to the Holdco Agreement as are necessary to effect the foregoing, and
(b) acknowledge that upon HF II Australia Holdings Company LLC’s redesignation
as an Unrestricted Subsidiary, the Administrative Agent, acting pursuant to
Section 12.17(b)(i)(B) of the Credit Agreement, shall release the Lien on the
assets of HF II Australia Holdings Company LLC held by the Administrative Agent
under the Security Documents and shall release HF II Australia Holdings Company
LLC from its obligations under the Subsidiary Guarantee Agreement to which it
is a party.


 


SECTION 4.                  REPRESENTATIONS
AND WARRANTIES


 


4.1.                                      Representations
and Warranties.  In order to induce the Administrative Agent
and the Lenders to enter into this Agreement, the Borrower hereby represents
and warrants to the Administrative Agent and the Lenders, in each case after
giving effect to this Agreement, as follows:


 


(a)                                  LLC
Power and Authority.  The Borrower has the power and authority to
execute, deliver and perform this Agreement and, in the case of each Credit
Party, all agreements, documents and instruments executed and delivered
pursuant to this Agreement and each of the Borrower, and each Credit Party has
taken all necessary action to authorize the execution, delivery and performance
by it of this Agreement and all agreements, documents and instruments executed
and delivered by it pursuant to this Agreement, as the case may be.


 


(b)                                  Binding
Obligation.  This Agreement has been duly executed and
delivered by the Borrower and the Acknowledgement and Consent (as hereinafter
defined) has been duly executed by each Subsidiary Guarantor, and such
documents are the legal, valid and binding obligation of each such entity a
party thereto, enforceable against such entity in accordance with its terms,
except as the enforcement thereof may be subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ rights generally and general principles of equity
(regardless of whether enforcement is sought in equity or at law).


 


(c)                                  Incorporation
of Representations and Warranties from the Credit Agreement.  After giving effect to this Agreement, the representations and
warranties contained in the Credit Agreement and the other Loan Documents are
true and correct in all material respects at and as of the Effective Date, with
the same effect as though made on such date, except to the extent specifically
made with regard to a particular date, in which case such representation and
warranty is true and correct as of such date.


 

















 


(d)                                  No
Violation or Conflict.  Neither execution, delivery and performance
of this Agreement or the First Amendment to the Priority Credit Agreement of
even date herewith by any Credit Party nor the transactions contemplated hereby
will (i) contravene any provision of any Requirement of Law applicable to any
Credit Party or (ii) conflict with or result in a breach by any Credit Party of
any Organizational Document of any of them or any term of any Material
Agreement.


 


(e)                                  No
Additional Consents Required.  No authorization or approval or other action
by, and no notice to or filing or registration with, any Governmental Authority
or other Person is required in connection with the execution, delivery and
performance of this Agreement and all agreements, documents and instruments
executed and delivered pursuant to this Agreement other than those obtained and
in full force and effect.


 


(f)                                    Absence
of Default.  No Event of Default or Unmatured Event of
Default will exist or be continuing.


 


(g)                                 Good
Standing.  On the Effective Date, each Credit Party is
a duly organized and validly existing entity in good standing in its
jurisdiction of incorporation.


 


(h)                                 No
Amendment to Bylaws.  A true and complete copy of the bylaws of
each Credit Party has been delivered to the Administrative Agent prior to or on
the date of this Agreement.


 


SECTION 5.                  CONDITIONS
PRECEDENT


 


5.1.                                      Conditions
to Effectiveness of Amendment.  This Agreement shall become effective upon
satisfaction of the following conditions precedent (the “Effective Date”):


 


(a)                                  Execution
and Delivery of Agreement.  The Borrower, the Administrative Agent and
the Required Lenders shall have executed and delivered this Agreement, except
for the purposes of Section 2.1(a) and 2.1(e) of this Agreement,
which require Lenders holding at least 66 2/3% of all Loans.


 


(b)                                  Execution
and Delivery of Priority Credit Agreement Amendment.  The Borrower, the administrative agent under
the Priority Credit Agreement, and the “Required Lenders” (as such term is
defined in the Priority Credit Agreement) shall have executed and delivered
that certain First Amendment to the Priority Credit Agreement.


 


(c)                                  Execution
and Delivery of First Amendment to Holdco Agreement.  The Holdco Parties,
HSCC, the Administrative Agent and the administrative agent under the Priority
Credit Agreement shall have executed and delivered that certain First Amendment
to the Holdco Agreement.


 


(d)                                  Other
Documents and Actions.  The Administrative Agent shall have received
each of the following documents and/or confirmed the occurrence of the
following specified actions, as the case may be, each of which shall be
satisfactory in form and substance to the Administrative Agent and its counsel:


 

















 


(1)                                 Officer’s
Certificate.  A bringdown certificate of an officer of the
Borrower in the form of Exhibit A attached hereto;


 


(2)                                 Acknowledgement
and Consent.  An Acknowledgement
and Consent in the form of Exhibit B attached hereto (the “Acknowledgement
and Consent”), duly executed and delivered by each Subsidiary Guarantor;


 


(3)                                 Approvals.  All necessary governmental (domestic and
foreign) and third party approvals in connection with this Agreement and the
transactions contemplated hereby (other than the proposed Vantico Transaction
and the proposed Mezzanine Financing) and by the other Loan Documents and
otherwise referred to herein or therein 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 or any part
of this Agreement or the other transactions contemplated by the Loan Documents
and otherwise referred to herein or therein. 
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 materially adverse
conditions upon all or any part of this Agreement, the transactions
contemplated hereunder or by the Loan Documents;


 


(4)                                 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 Agreement, 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;


 


(5)                                 Adverse
Change.  Since December 31,
2002, nothing shall have occurred (and the Lenders shall have become aware of
no facts or conditions not previously known) which the Administrative Agent or
the Required Lenders shall reasonably determine has, or could have, a Material
Adverse Effect;


 


(6)                                 Corporate
Proceedings.  All corporate and
legal proceedings and all instruments and agreements in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall
be satisfactory in form and substance to the Administrative Agent and the
Administrative Agent 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 the Administrative Agent or the Required Lenders reasonably may
have requested in connection therewith, such documents and papers where
appropriate to be certified by proper corporate or Governmental Authorities;
and


 


(7)                                 Other Matters.  Such other instruments, documents,
certificates and opinions in respect of such matters as the Administrative
Agent may reasonably request.


 

















 


(e)                                  No
Defaults.  After giving effect to this Agreement, no
Event of Default or Unmatured Event of Default under the Credit Agreement shall
have occurred and be continuing.


 


(f)                                    Representations
and Warranties.  After giving effect to this Agreement, the
representations and warranties of the Borrower and the other Credit Parties
contained in this Agreement, the Credit Agreement and the other Loan Documents
shall be true and correct in all material respects as of the Effective Date,
with the same effect as though made on such date, except to the extent
specifically made with regard to a particular date, in which case such
representation and warranty is true and correct as of such date.


 


(g)                                 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 6.1(a) of
this Amendment.


 


(h)                                 Other
Matters.  The Administrative Agent shall have received
such other instruments and documents as the Administrative Agent or the
Required Lenders may 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.


 


5.2.                            Additional Conditions to Effectiveness of
Certain Sections.                    Sections 2.1(b),  2.1(d),
2.1(g), 2.1(h), 2.1(i), 2.1(j) and 2.1(k)
shall become effective upon (a) satisfaction of the conditions precedent set
forth in Section 5.1 hereof, (b) the occurrence of the Mezzanine Closing
Date, which date shall occur no later than June 30, 2003, and (c) payment by
the Borrower of the Second Amendment Fee described in Section 6.1(a) of
this Agreement.


 


SECTION 6.                  MISCELLANEOUS


 


6.1.                                      Miscellaneous. 
The parties hereto hereby further agree as follows:


 


(a)                                  Fees,
Costs, Expenses and Taxes.  The Borrower agrees to pay to the
Administrative Agent on behalf of each Lender which has executed and delivered
this Amendment on or prior to 3:00 p.m. E.D.T. on April 25, 2003, an amendment
fee (the “First Amendment Fee”) of 0.10% of the aggregate outstanding
principal amount of the Loans, which First Amendment Fee shall be paid on or
prior to the Effective Date.  The
Borrower shall pay to the Administrative Agent on behalf of each Lender which
has executed and delivered this Amendment on or prior to 3:00 p.m. E.D.T. on
April 25, 2003, a second amendment fee (the “Second Amendment Fee”) of
0.15% of the aggregate outstanding principal amount of the Loans, which Second
Amendment Fee shall be paid on or prior to the Mezzanine Closing Date.  The First Amendment Fee shall be fully
earned as of the date of this Agreement, and the Second Amendment Fee shall be
fully earned as of the Mezzanine Closing Date. 
The Borrower further agrees to pay all reasonable fees, costs and
expenses of the Administrative Agent incurred in connection with the
negotiation, preparation and execution of this Agreement and the transactions
contemplated hereby, including, without limitation, the reasonable fees and
expenses of Winston & Strawn, counsel to the Administrative Agent.


 

















 


(b)                                  Counterparts. 
This Agreement 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 Agreement to produce more than one (1) such counterpart.


 


(c)                                  Headings. 
Headings used in this Agreement are for convenience of reference only
and shall not affect the construction of this Agreement.


 


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


 


(e)                                  Governing
Law.  THIS AGREEMENT 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 WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.


 


(f)                                    Binding
Effect.  This Agreement 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.


 


(g)                                 Limitations. 
Except as expressly provided herein, the execution and delivery of this
Agreement shall not: (a) constitute an extension, modification, or waiver of
any aspect of the Credit Agreement or the other Loan Documents; (b) extend the
terms of the Credit Agreement or the due date of any of the Obligations; (c)
give rise to any obligation on the part of the Administrative Agent and the
Lenders to extend, modify or waive any term or condition of the Credit
Agreement or any of the other Loan Documents; or (d) give rise to any defenses
or counterclaims to the right of the Administrative Agent and the Lenders to
compel payment of the Obligations or to otherwise enforce its rights and
remedies under the Credit Agreement and the other Loan Documents.


 


(h)                                 Reference
to and Effect on the Credit Agreement.  The parties hereto
agree and acknowledge that nothing contained in this Agreement in any manner or
respect limits or terminates any of the provisions of the Credit Agreement or
any of the other Loan Documents other than as expressly set forth herein and
further agree and acknowledge that the Credit Agreement (as amended hereby) and
each of the other Loan Documents remain and continue in full force and effect
and are hereby ratified and confirmed. 
Except to the extent expressly set forth herein, the execution, delivery
and effectiveness of this Agreement shall not operate as an amendment of any
rights, power or remedy of the Lenders or the Administrative Agent under the
Credit Agreement or any other Loan Document, nor constitute an amendment of any
provision of the Credit Agreement or any other Loan Document.  No delay on the part of


 

















 


any Lender or the Administrative Agent in exercising any of
their respective rights, remedies, powers and privileges under the Credit
Agreement or any of the Loan Documents or partial or single exercise thereof,
shall constitute an amendment thereof. 
On and after the Effective Date each reference in the Credit Agreement
to “this Agreement,” “hereunder,” “hereof,” “herein”
or words of like import, and each reference to the Credit Agreement in the Loan
Documents and all other documents delivered in connection with the Credit
Agreement shall mean and be a reference to the Credit Agreement as amended
hereby.  The Borrower acknowledges and
agrees that this Agreement constitutes a “Loan Document” for purposes of
the Credit Agreement.  None of the terms
and conditions of this Agreement may be changed, waived, modified or varied in
any manner, whatsoever, except in accordance with Section 12.1 of the
Credit Agreement.


 


[signature
pages follow]


 

















 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first written above.


 


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  
	
   

  	
  AMERICAS,

  
	
   

  	
  Individually as a Lender and
  as

  
	
   

  	
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Mary Jo Jolley

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Sean Douglas

  	
   

  
	
   

  	
  Name:

  	
   Sean Douglas

  	
   

  
	
   

  	
  Title:

  	
   Vice President and Treasurer

  	
   

  
					



 


First
Amendment to Amended


and
Restated Credit Agreement


 

















 


EXHIBIT
A


FORM
OF

OFFICER’S CERTIFICATE


 


I,
                       ,
a duly qualified and acting officer of Huntsman LLC, a Utah limited liability
company formerly known as Huntsman Company LLC (the “Borrower”), hereby
certify that I am a Responsible Officer of the Borrower and further certify on
behalf of the Borrower that:


 


1.                                       This Certificate is furnished pursuant to Section
5.1(d)(1) of the First Amendment to Amended and Restated Credit Agreement,
dated as of April 25, 2003 (the “Amendment”), among the Borrower,
Deutsche Bank Trust Company Americas, as Administrative Agent and the financial
institutions party thereto.  Unless
otherwise defined herein, any capitalized terms used herein have the meanings
set forth in the Amendment.


 


2.                                       After giving effect to the Amendment, the
representations and warranties of the Borrower and the other Credit Parties
contained in the Amendment, the Credit Agreement and the other Loan Documents
shall be true and correct in all material respects as of the Effective Date,
with the same effect as though made on such date, except to the extent
specifically made with regard to a particular date, in which case such
representation and warranty is true and correct as of such date.


 


3.                                       After giving effect to the Amendment, no Event of
Default or Unmatured Event of Default will exist or be continuing.


 


4.                                       The conditions set forth in Section 5 of the Amendment
have been fully satisfied or waived.


 


IN WITNESS WHEREOF, I have hereunto signed my name
this 25th day of April, 2003.


 


	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
   

  



 

















 


EXHIBIT B


 


FORM OF

ACKNOWLEDGMENT AND CONSENT


 


The undersigned entities, constituting Subsidiaries of
the Borrower (each, a “Subsidiary Guarantor”), hereby acknowledge that
they have reviewed the terms and provisions of the Amended and Restated Credit
Agreement dated as of September 30, 2002, by and among Huntsman LLC (formerly
known as Huntsman Company LLC), as borrower, Deutsche Bank Trust Company
Americas, as administrative agent, and the lenders parties thereto (as
heretofore amended, modified or supplemented, the “Agreement”;
capitalized terms used herein without definition have the meanings ascribed
thereto in the Agreement) and this First Amendment to Amended and Restated
Credit Agreement (the “Amendment”) and consent to the amendment of the
Agreement pursuant to this Amendment and the other matters contemplated under
the Amendment.


 


Each Subsidiary Guarantor hereby acknowledges and
agrees that any of the Loan Documents to which it is a party or otherwise bound
shall continue in full force and effect and that all of its obligations
thereunder shall be valid and enforceable and shall not be impaired or affected
by the execution or effectiveness of this Amendment.  Each Subsidiary Guarantor represents and warrants that all
representations and warranties applicable to it contained in the Agreement as
amended by this Amendment and the Loan Documents to which it is a party or
otherwise bound are true, correct and complete in all material respects on and
as of the Effective Date, to the same extent as though made on and as of that
date (except to the extent that such representations and warranties
specifically relate to an earlier date, in which case they are true and correct
in all material respects as of such earlier date).


 


Each Subsidiary Guarantor acknowledges and agrees that
(i) notwithstanding the conditions to effectiveness set forth in this
Amendment, each Subsidiary Guarantor is not required by the terms of the
Agreement or any other Loan Document to consent to the amendment of the
Agreement effected pursuant to this Amendment and (ii) nothing in the Agreement
or this Amendment or any other Loan Document shall be deemed to require the
consent of each Subsidiary Guarantor to any future amendment of the Agreement
or any other Loan Document.


 


IN WITNESS WHEREOF, each of the Subsidiary Guarantors
has caused this Acknowledgement and Consent to the First Amendment to Amended
and Restated Credit Agreement to be duly executed and delivered by its proper
and duly authorized officer as of the day and year first above written.


 


[signature page
follows]


 


B-1

















 


HUNTSMAN CHEMICAL
PURCHASING CORPORATION


HUNTSMAN
INTERNATIONAL CHEMICALS CORPORATION


HUNTSMAN
INTERNATIONAL TRADING CORPORATION


HUNTSMAN
PETROCHEMICAL PURCHASING CORPORATION


POLYMER MATERIALS
INC.


AIRSTAR CORPORATION


HUNTSMAN
PROCUREMENT CORPORATION


JK HOLDINGS CORPORATION


HUNTSMAN SPECIALTY CHEMICALS HOLDING CORPORATION


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


HUNTSMAN AUSTRALIA
INC.


HUNTSMAN CHEMICAL
FINANCE CORPORATION


HUNTSMAN
ENTERPRISES INC.


HUNTSMAN FAMILY
CORPORATION


HUNTSMAN GROUP
HOLDINGS FINANCE CORPORATION


HUNTSMAN GROUP
INTELLECTUAL PROPERTY HOLDINGS CORPORATION


HUNTSMAN
INTERNATIONAL SERVICES CORPORATION


HUNTSMAN MA
INVESTMENT CORPORATION


HUNTSMAN MA
SERVICES CORPORATION


HUNTSMAN
PETROCHEMICAL FINANCE CORPORATION


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


HUNTSMAN EXPANDABLE POLYMERS
COMPANY, LC


 


By:  Huntsman Chemical Company LLC, its Manager


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


HUNTSMAN PETROCHEMICAL CANADA HOLDINGS CORPORATION


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


HUNTSMAN POLYMERS HOLDINGS CORPORATION


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


HUNTSMAN CHEMICAL
COMPANY LLC


HUNTSMAN
PETROCHEMICAL CORPORATION


HUNTSMAN POLYMERS
CORPORATION


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


HUNTSMAN FUELS, L.P.


PETROSTAR FUELS LLC


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


HUNTSMAN PURCHASING, LTD.


 


	
  By:

  	
    Huntsman Procurement Corporation, its General Partner

  	
   

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 


 


PETROSTAR INDUSTRIES LLC


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: