Exhibit 10.19


 


THIRD AMENDMENT

TO REVOLVING CREDIT AGREEMENT


 


THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT
(this “Agreement”), dated as of September 12, 2003, is made by and
among Huntsman LLC, a Utah limited liability company formerly known as Huntsman
Company LLC (the “Company”), Huntsman Petrochemical, Huntsman EPS,
Polymers, Huntsman Fuels and Huntsman International Trading Corporation (each,
along with the Company, referred to herein as a “Borrower” and
collectively as “Borrowers”, with the Company acting in its capacity as
Funds Administrator for the Borrowers), 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 Borrowers, the Administrative Agent and
certain financial institutions parties thereto (each, a “Lender”;
collectively, the “Lenders”) are parties to that certain Revolving
Credit Agreement dated as of September 30, 2002 (as amended, the “Credit
Agreement”).


 


WHEREAS, the undersigned desire to (i) permit Borrower
to incur up to $600 million in second priority senior secured notes (the “Second
Priority Senior Notes”); (ii) permit the Second Priority Senior Notes to be
secured by a Lien on the Collateral which is junior to the Liens created by the
Security Documents; (iii) apply the net proceeds of the Second Priority Senior
Notes in accordance with the terms of this Agreement; and (iv) make certain
other amendments to the Credit Agreement as specified herein.


 


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.


 


SECTION 2.                                  AMENDMENTS TO CREDIT
AGREEMENT


 


2.1.                                  Amendments
to Credit Agreement.  The Credit Agreement is amended, effective
as of the Effective Date (as defined below), as follows:


 


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


 

















 


“Second Priority Senior
Notes” shall mean those certain second priority senior secured notes to be
issued by the Company as permitted by Section 8.2(q), and secured
by a Lien on the Collateral that is junior to the Liens securing the
Obligations.


 


“Second Priority Senior
Notes Indenture” shall mean that certain Indenture to be entered into with
respect to the Second Priority Senior Notes; provided, that (i) the
terms and conditions thereof shall be satisfactory to the Administrative Agent
and, in any event, not be more restrictive to Borrower than those set forth
herein, (ii) the Second Priority Senior Notes shall, at the date of issuance,
be at or below a market interest rate for comparable instruments and (iii) in
no event shall any scheduled principal payments be required to be made on the
Second Priority Senior Notes prior to the Commitment Termination Date.


 


“Second Priority Senior Notes Obligations” shall mean the
obligations incurred by Borrower under the Second Priority Senior Notes
Indenture, as evidenced by the Second Priority Senior Notes.


 


(b)                          Section 4.5.    Section 4.5
of the Credit Agreement is hereby amended by adding the following as
Section 4.5(i):


 


“(i)                      Mandatory Prepayment with Proceeds of
Second Priority Senior Notes.                        No
later than the Business Day of receipt by any Borrower of the cash
proceeds  (net of underwriting
discounts, similar placement fees and commissions and other reasonable costs
and expenses associated therewith) from the issuance of the Second Priority
Senior Notes, Borrowers shall prepay the Loans in an amount up to $65,000,000,provided, in the event that the aggregate principal amount of the
Second Priority Senior Notes on the issue date is less than $375,000,000, the
required prepayment amount of Loans shall be reduced by the percentage by which
the actual principal amount of the Second Priority Senior Notes on the issue
date is less than $375,000,000 (such that, for example, if the aggregate
principal amount of the Second Priority Senior Notes on the issue date is
$300,000,000, the required prepayment amount of Loans shall be $52,000,000).”


 


(c)                          Section 6.13(c).  Section 6.13(c)
of the Credit Agreement is hereby amended by (i) replacing the reference in
clause (ii) thereof to “Borrower’s Subsidiaries” with a reference to
“Borrower’s Restricted Subsidiaries”; and (ii) replacing the phrase “Borrower
or any of its Subsidiaries” in clause (iii) thereof with the phrase “Borrower
or any of its Restricted Subsidiaries”.


 


(d)                          Section 8.1.  Section 8.1 of
the Credit Agreement is hereby amended by (i) deleting the word “and” at the
end of clause (l) of such section, (ii) deleting the period at the end of
clause (m) of such section and replacing it with “; and” and (iii)
inserting the following new clause (n) at the end of such section:


 

















 


“(n)                   Liens securing the Second Priority Senior
Notes Obligations on a pari passu basis with the Term Loan Obligations, but
only to the extent that such Indebtedness is permitted by Section 8.2.”


 


(e)                          Section 8.2.  Section 8.2 of
the Credit Agreement is hereby amended by (i) deleting the word “and” at the
end of clause (o) of such section, (ii) deleting the period at the end of
clause (p) of such section and replacing it with “; and” and (iii)
inserting the following new clause (q) at the end of such section:


 


“(q)                    Indebtedness incurred pursuant to the
Second Priority Senior Notes Indenture and evidenced by the Second Priority
Senior Notes, but only to the extent that such Indebtedness is incurred on or prior
to November 28, 2003, and is in an aggregate principal amount not less
than $300,000,000 or more than $600,000,000 and guarantees thereof by any
Subsidiary Guarantor.”


 


(f)                            Section 8.13.  Section 8.13(a)
of the Credit Agreement is hereby amended by inserting the phrase “, the Second
Priority Senior Notes Indenture” immediately prior to the phrase “or the
agreement governing Permitted Junior Debt”, where such phrase appears in such
section.


 


(g)                         Section 8.15.  Section 8.15 of
the Credit Agreement is hereby amended by (i) inserting “(i)” immediately
following the comma following the word “provided” in the proviso in such
section and (ii) immediately prior to the period at the end of such
proviso, inserting the following:


 


“and (ii) HSCHC
and HSCC may incur (x) Liens securing the Second Priority Senior Notes on a
pari passu basis with the Term Loan Obligations and (y) Indebtedness consisting
of guarantees of Indebtedness incurred pursuant to Section 8.2(q).”


 


(h)                         Section 8.23.  A new
Section 8.23 is hereby inserted into the Credit Agreement as follows:


 


“8.23  Amendments or Modifications to Second
Priority Notes.  No Borrower
shall, nor shall it permit any of its Subsidiaries to, directly or indirectly,
either:


 


(a)                          Amend, modify, waive or supplement,
or cause to be amended, modified, waived or supplemented, any provision of the
Second Priority Senior Notes Indenture or the terms of the Second Priority
Senior Notes, unless such amendment, modification, waiver or supplement is
approved by the Administrative Agent and, if adverse to the interests of the
Lenders (as determined by the Administrative Agent in its sole reasonable
discretion after reasonable advance notice of such proposed change), by the
Required Lenders; or


 


(b)                         Make any principal payment on, purchase,
defease, redeem, prepay, decrease or otherwise acquire or retire for value,
prior to any scheduled final maturity, any Second Priority Senior Notes, except
as required by the Second Priority Senior Notes Indenture.”


 

















 


SECTION 3.                                  CONSENT


 


The undersigned
Lenders hereby consent to and authorize the Collateral Agent to, as of the
Effective Date, amend and/or amend and restate the Intercreditor Agreement, in
a manner satisfactory to the Administrative Agent, and to enter into such other
intercreditor documents or arrangements as are satisfactory to the
Administrative Agent, in each case so as to provide that (i) the Collateral
shall ratably secure both the Obligations (as defined in the Second Priority
Security Agreement (as defined in the Intercreditor Agreement)) and the Second
Priority Senior Notes Obligations by Liens on the Collateral which are junior
and subject in all respects to the Liens created pursuant to the Loan
Documents; and (ii) so long as the Obligations remain outstanding, the Administrative
Agent, acting at the direction of the requisite lenders under the Credit
Agreement, and the Administrative Agent (as defined in the Amended and Restated
Credit Ageement), acting at the direction of the requisite lenders under the
Amended and Restated Credit Agreement, shall have full authority to control the
release and disposition of the Collateral.


 


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, each Borrower hereby represents
and warrants to the Administrative Agent and the Lenders, in each case after
giving effect to this Agreement, as follows:


 


(a)                          Power
and Authority.  Each 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 Borrower and each Credit Party have 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 each 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 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 Third Amendment to the Amended and Restated 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 or formation.


 


(h)                         No
Amendment to Bylaws.  A true and complete copy of the bylaws of
each Credit Party (or equivalent document) 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 Agreement.  This Agreement shall become effective upon
satisfaction of the following conditions precedent:


 


(a)                          Execution
and Delivery of Agreement.  Each Borrower, the Administrative Agent and
the Required Lenders shall have executed and delivered this Agreement.


 


(b)                          Execution
and Delivery of Amended and Restated Credit Agreement Amendment.  The Company, the administrative agent under
the Amended and Restated Credit Agreement, and lenders holding at least 66 2/3%
of the Loans (as such term is defined in the Amended and Restated Credit Agreement)
shall have executed and delivered that certain Third Amendment to the Amended
and Restated Credit Agreement.


 


5.2.                                  Conditions to Effectiveness of Sections 2 and
3 of Agreement.  Sections 2 and 3 of this
Agreement shall, notwithstanding the prior effectiveness of the Agreement,
become effective upon satisfaction of the following conditions precedent (the
“Effective Date”), which shall in no event occur later than November 28,
2003; provided, however, that notwithstanding anything herein to
the contrary, Section 2.1(c) of this Agreement shall become
effective on the date hereof.


 


(a)                          Execution
and Delivery of Amended and Restated Security Agreement. 
The Term Collateral Agent, the trustee under the Second Priority Senior
Notes 


 

















 


Indenture and Borrower
shall have executed and delivered an amendment and restatement of the Second
Priority Security Agreement (as such term is defined in the Intercreditor
Agreement) in form satisfactory to the Administrative Agent.


 


(b)                          Execution
and Delivery of Amended and Restated Intercreditor Agreement. 
The Collateral Agent, the Term Collateral Agent, the trustee under the
Second Priority Senior Notes Indenture and Borrower shall have executed and
delivered an amendment and restatement of the Intercreditor Agreement in form
satisfactory to the Administrative Agent.


 


(c)                          Other Security Documents.  The
Collateral Agent, the Term Collateral Agent, the trustee under the Second
Priority Senior Notes Indenture  and Borrower shall have executed and
delivered such Security Documents and/or amendments or supplements thereto as
may be satisfactory to the Administrative Agent.


 


(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 each Borrower dated the
Effective Date in the form of Exhibit A attached hereto;


 


(2)           Acknowledgement and Consent.  An Acknowledgement and Consent dated the
Effective Date 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 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 any 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;


 


(7)           Legal Opinions.  Such legal opinions of counsel to the
Borrowers as may be requested by the Administrative Agent or its counsel,
including without limitation the legal opinion of Skadden, Arps, Slate, Meagher
& Flom LLP;


 


(8)           Certified Copies of Second
Priority Senior Notes Documents.  Copies
of the Second Priority Senior Notes Indenture and the relevant documents
entered into in connection with the offering of the Second Priority Senior
Notes, each certified as true, correct and complete by a Responsible Officer;
and


 


(9)           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 each 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. 
Borrowers shall have paid to the Administrative Agent and the Lenders
all costs, fees and expenses (including, without limitation, reasonable legal
fees and expenses) payable to the Administrative Agent and the Lenders to the
extent then due, including, without limitation, pursuant to Section 6.1(a)
of this Agreement.


 


(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.


 


SECTION 6.                                  MISCELLANEOUS


 


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


 


(a)                          Fees,
Costs, Expenses and Taxes.  The Borrowers agree to pay to the
Administrative Agent on behalf of each Lender which has executed and delivered
this Agreement on or prior to 3:00 p.m. E.D.T. on August 13, 2003, an
amendment fee (the “Amendment Fee”) of 0.125% of the aggregate
outstanding principal amount of the Commitments, which Amendment Fee shall be
paid on or prior to the date hereof. 
The Amendment Fee shall be fully earned as of the date of this Agreement.  The Borrowers further agree 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 Borrowers, 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 Borrowers, 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
Borrowers acknowledge and agree 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 13.1 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/ Marco Orlando

  	
   

  
	
   

  	
  Name: 

  	
  Marco Orlando

  	
   

  
	
   

  	
  Title: 

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
  Deutsche Bank Trust Company
  Americas

  
	
   

  	
  222 S. Riverside
  Plaza

  
	
   

  	
  Chicago, IL 60606

  
	
   

  	
  Attention: Frank Fazio

  
	
   

  	
  Tel. No.: (312) 537 - 1700

  
	
   

  	
  Telecopier No.: (312) 537 - 1327

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Sean Douglas

  	
   

  
	
   

  	
  Name:

  	
  Sean Douglas

  	
   

  
	
   

  	
  Title: 

  	
  Vice President and Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN PETROCHEMICAL

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Sean Douglas

  	
   

  
	
   

  	
  Name:

  	
  Sean Douglas

  	
   

  
	
   

  	
  Title:

  	
   Vice President and Treasurer

  	
   

  
										



 


Third
Amendment to Revolving


Credit
Agreement


 

















 


	
   

  	
  HUNTSMAN EXPANDABLE

  
	
   

  	
  POLYMERS COMPANY, LC

  
	
   

  	
   

  
	
   

  	
  By: Huntsman Chemical Company
  LLC, its

  
	
   

  	
  Manager

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Sean Douglas

  	
   

  
	
   

  	
  Name: 

  	
  Sean Douglas

  	
   

  
	
   

  	
  Title: 

  	
  Vice President, Administration

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN INTERNATIONAL

  
	
   

  	
  TRADING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Sean Douglas

  	
   

  
	
   

  	
  Name:

  	
  Sean Douglas

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN FUELS, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Sean Douglas

  	
   

  
	
   

  	
  Name:

  	
  Sean Douglas

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN POLYMERS

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Sean Douglas

  	
   

  
	
   

  	
  Name:

  	
  Sean Douglas

  	
   

  
	
   

  	
  Title: 

  	
  Vice President and Treasurer

  	
   

  
								



 

















 


EXHIBIT
A


 


FORM
OF

OFFICER’S CERTIFICATE


 


I,
                                ,
a duly qualified and acting officer of [          ],
a
[                        ]
(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 4.1(c)(1) of the Third Amendment to Revolving Credit Agreement,
dated as of September 12, 2003 (the “Amendment”), among the
Borrowers, 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        day of
                  ,
2003.


 


	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
   

  



 


A-1

















 


EXHIBIT B


 


FORM OF

ACKNOWLEDGMENT AND CONSENT


 


The undersigned entities, constituting Subsidiaries of
the Borrowers (each, a “Subsidiary Guarantor”), hereby acknowledge that
they have reviewed the terms and provisions of the Revolving Credit Agreement
dated as of September 30, 2002, by and among the Borrowers party thereto,
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 Third Amendment to Revolving 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 Third Amendment to Revolving Credit Agreement to be duly
executed and delivered by its proper and duly authorized officer as of the
       day of
                ,
2003.


 


[signature
page follows]


 


B-1

















 


HUNTSMAN CHEMICAL
PURCHASING CORPORATION


HUNTSMAN
INTERNATIONAL CHEMICALS CORPORATION


HUNTSMAN PETROCHEMICAL
PURCHASING CORPORATION


POLYMER MATERIALS
INC.


AIRSTAR
CORPORATION


HUNTSMAN
PROCUREMENT CORPORATION


JK HOLDINGS CORPORATION


HUNTSMAN SPECIALTY CHEMICALS HOLDING CORPORATION


 


 


	
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  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 PETROCHEMICAL CANADA HOLDINGS CORPORATION


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


 


 


HUNTSMAN POLYMERS HOLDINGS CORPORATION


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


 

















 


HUNTSMAN CHEMICAL
COMPANY LLC


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


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: