Exhibit 4.35


 




 





 


 


HUNTSMAN CORPORATION,


 


as Issuer,


 


the GUARANTORS
named herein,


 


and


 


WILMINGTON TRUST COMPANY,


 


as Trustee


 












 


 


SECOND SUPPLEMENTAL INDENTURE


 


Dated as of August 15, 2002


 


Amending and Supplementing the Amended and
Restated Indenture

Dated as of June 14, 2002


 


 












 


$275,000,000
91/2 % Senior
Subordinated Notes due 2007


 


$125,000,000

Senior Subordinated Floating Rate Notes due 2007


 




 





 

















 


SECOND SUPPLEMENTAL INDENTURE, dated as of
August 15, 2002 (this “Second Supplemental Indenture”), among HUNTSMAN
CORPORATION, a Utah corporation (the “Company”), the persons listed on the
signature pages as the Existing Guarantors (collectively, the “Existing
Guarantors”), HUNTSMAN CHEMICAL COMPANY LLC, a Utah limited liability company
(formerly known as Huntsman Mergco LLC) and successor by merger of Huntsman
Chemical Corporation (referred to herein as the “New Guarantor”), and
WILMINGTON TRUST COMPANY, as trustee (the “Trustee”), amending and
supplementing the amended and Restated Indenture dated as of June 14, 2002
(as supplemented by a First Supplemental Indenture dated as of July 11,
2002, the “Amended and Restated Indenture”), among the Company, the Existing
Guarantors, and the Trustee, governing the Company’s 91⁄2% Senior Subordinated
Notes due 2007 and Senior Subordinated Floating Rate Notes due 2007
(collectively, the “Notes”). 
Capitalized terms used herein and not otherwise defined herein have the
meanings ascribed thereto in the Amended and Restated Indenture.


 


RECITALS:


 


WHEREAS, pursuant to Section 11.01 of
the Amended and Restated Indenture, any Restricted Subsidiary which, after the
date of the Amended and Restated Indenture, becomes a Restricted Subsidiary
shall become a Guarantor which shall be bound by the Guarantee of the Notes;
and


 


WHEREAS, as of the date hereof, the New
Guarantor has become a Restricted Subsidiary and is required, therefore, to
execute this Second Supplemental Indenture pursuant to the terms of
Sections 9.01 and 11.01 of the Amended and Restated; and


 


WHEREAS, the Amended and Restated Indenture
is subject to the provisions of the United States Trust Indenture Act of 1939,
as amended (the “TIA”), that are required to be part of the Amended and
Restated Indenture; and


 


WHEREAS, the New Guarantor has duly
authorized the execution and delivery of this Second Supplemental Indenture and
has done all things necessary to make this Second Supplemental Indenture a
valid agreement in accordance with its terms.


 


For and in consideration of the premises and
the purchase of the Notes by the Holders thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Notes or
of any series thereof, as follows:


 

















 


ARTICLE ONE


 


INDENTURE


 


Section 101.  Effect of the Indenture.


 


Except as specifically provided in this
Second Supplemental Indenture, the Amended and Restated Indenture, as
heretofore supplemented and amended, shall remain in full force and effect.


 


ARTICLE TWO


 


AMENDMENTS TO THE INDENTURE


 


Section 201.  Addition of Guarantor.


 


In accordance with Sections 4.19, 9.01
and 11.01 of the Original Indenture, the New Guarantor hereby agrees to
guarantee (the “Guarantee”) the Company’s payment obligations under the Notes
to the same extent as a Guarantor under Article Eleven of the Amended and
Restated Indenture.  Notwithstanding the
foregoing, such Guarantee by the New Guarantor of the Notes shall be
automatically and unconditionally released and discharged, without any further
action required on the part of the Trustee or any Holder, upon:  (i) the unconditional release of such
New Guarantor from its liability in respect of the Indebtedness in connection
with which such Guarantee was executed and delivered pursuant to
Section 4.19 of the Amended and Restated Indenture; or (ii) any sale
or other disposition (by merger or otherwise) to any Person which is not a
Restricted Subsidiary of the Company of all of the Company’s Capital Stock in,
or all or substantially all of the assets of, such New Guarantor or the parent
of such New Guarantor, as applicable; provided that (a) such sale or
disposition of such Capital Stock or assets is otherwise in compliance with the
terms of this Indenture and (b) such assumption, guarantee or other
liability of such New Guarantor has been released by the holders of the other
Indebtedness so guarantee or (iii) such New Guarantor becoming an
Unrestricted Subsidiary in accordance with the Amended and Restated Indenture.


 


Section 202.  References in the Indenture.


 


The New Guarantor hereby agrees to be bound
by the terms of the Amended and Restated Indenture, as supplemented by this
Second Supplemental Indenture to the same extent as if the New Guarantor
executed and delivered the Amended and Restated Indenture.  All references in the Amended and Restated
Indenture.  All references in the
Amended and Restated Indenture to each or any “Guarantor” are hereby deemed to
include the New Guarantor.


 


ARTICLE THREE


 


MISCELLANEOUS


 


Section 301.  Effect of Headings.


 


The Article and Section headings
herein are for convenience of reference only and shall not affect the
construction hereof.


 

















 


Section 302.  Governing Law.


 


Subject to the following sentence, this
Second Supplemental Indenture shall be governed by, and construed in accordance
with, the laws of the State of New York, without giving effect to conflicts of
laws principles thereof.  This Second
Supplemental Indenture is subject to the provisions of the TIA that are
required to be part of the Revised and Restated Indenture and shall, to the extent
applicable, be governed by such provisions.


 


Section 303.  Counterparts.


 


This Second Supplemental Indenture may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 


[Remainder of page intentionally left blank.]


 

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Sixth Supplemental Indenture to be duly executed, all as of the day
and year first above written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HUNTSMAN CORPORATION, as Issuer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Sean Douglas

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sean Douglas

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HUNTSMAN CHEMICAL COMPANY LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David H. Huntsman

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David H. Huntsman

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  	
   

  



 

















 


	
   

  	
  EXISTING GUARANTORS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HUNTSMAN FUELS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Don H. Olsen

  	
   

  
	
   

  	
   

  	
   

  	
  Petrostar Fuels LLC, its Manager

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Don H. Olsen

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PETROSTAR FUELS LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Don H. Olsen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Don H. Olsen

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PETROSTAR INDUSTRIES LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Sean Douglas

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sean Douglas

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AIRSTAR CORPORATION

  
	
   

  	
   

  	
  HUNTSMAN PETROCHEMICAL 

  CORPORATION

  
	
   

  	
   

  	
  HUNTSMAN POLYMERS CORPORATION

  
	
   

  	
   

  	
  JK HOLDINGS CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Sean Douglas

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sean Douglas

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  	
   

  
								



 

















 


	
   

  	
  HUNTSMAN GROUP INTELLECTUAL

  
	
   

  	
  PROPERTY HOLDINGS CORPORATION

  
	
   

  	
  HUNTSMAN HEADQUARTERS

  CORPORATION

  
	
   

  	
  HUNTSMAN INTERNATIONAL CHEMICALS
  CORPORATION

  
	
   

  	
  HUNTSMAN INTERNATIONAL TRADING CORPORATION

  
	
   

  	
  HUNTSMAN MA INVESTMENT 

  CORPORATION

  
	
   

  	
  HUNTSMAN PETROCHEMICAL CANADA

  HOLDINGS CORPORATION

  
	
   

  	
  HUNTSMAN POLYMERS HOLDINGS CORPORATION

  
	
   

  	
  POLYMER MATERIALS INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jon M. Huntsman

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Jon M. Huntsman

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Chairman

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HUNTSMAN EXPANDABLE POLYMERS

  COMPANY LC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David H. Huntsman

  	
   

  
	
   

  	
   

  	
   

  	
  Huntsman Chemical Company LLC,

  its Manager

  
	
   

  	
  Name:

  	
   

  	
  David H. Huntsman

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HUNTSMAN PETROCHEMICAL PURCHASING
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David H. Huntsman

  	
   

  
	
   

  	
  Name:

  	
   

  	
  David H. Huntsman

  	
   

  
	
   

  	
  Title:

  	
   

  	
  President

  	
   

  
										



 

















 


	
   

  	
  HUNTSMAN PROCUREMENT CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Todd Zagorec

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Todd Zagorec

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HUNTSMAN INTERNATIONAL SERVICES CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Sean Douglas

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Sean Douglas

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HUNTSMAN PURCHASING, LTD.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Todd Zagorec

  	
   

  
	
   

  	
   

  	
   

  	
  Huntsman Procurement Corporation, its General Partner

  
	
   

  	
  Name:

  	
   

  	
  Todd Zagorec

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TRUSTEE:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY, as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title: