Exhibit 10.23


 


SECOND AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this “Agreement”), dated as of May 20, 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, the undersigned desire to adjust the
application of the proceeds of certain Permitted Junior Debt, to permit certain
Investments and to further amend the Credit Agreement in the manner set forth
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 hereby amended,
effective as of May 20, 2003, as follows:


 


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


 


“Group” means Huntsman Group Inc., a Delaware corporation.


 


“Second Amendment Closing Date” shall mean May 20, 2003.


 


(b)                                  Section 1.1.                                The definition of Permitted
Junior Debt is hereby amended by adding the following new parenthetical “(other
than Indebtedness permitted by Section 8.2(h))” immediately following
the word “Indebtedness” where it appears therein.


 


A-1

















 


(c)                                  Section 1.1.                                The definition of Permitted
Mezzanine Refinancing Proceeds is hereby amended by deleting such definition
and replacing it with the following:


 


“Permitted
Mezzanine Refinancing Proceeds” means net proceeds of a Mezzanine Financing
(i) to the extent that such proceeds are used to refinance, repay or purchase
Indebtedness (including the 15% Senior Secured Discount Notes due 2008 which
were issued with such Indebtedness) incurred pursuant to that certain
Indenture, dated as of May 9, 2003, by and between Holdco II and Wells Fargo
Bank, NA as trustee, (ii) to the extent such proceeds are used to refinance,
repay or repurchase Indebtedness, the proceeds of which, when issued,
constituted Reinvestment Mezzanine Proceeds or (iii) to the extent such
proceeds are used to refinance, repay or repurchase Indebtedness, the proceeds
of which, when issued, constituted Permitted Mezzanine Refinancing Proceeds.


 


(d)                                  Section 1.2.                                Section 1.2 of the Credit
Agreement is hereby amended by inserting the following as Section 1.2(c):


 


“(c)                            Solely for purposes of delivery of
the financial statements required by Sections 7.1(a), (b) and (c),
HF II Australia Holdings Company LLC, Huntsman Australia Holdings Corp., HCPH
Holdings Pty Limited, Huntsman Chemical Australia Unit Trust and their
Subsidiaries (collectively, the “Australian Consolidated Entities”) and
HSCC and HSCHC shall be deemed to be Restricted Subsidiaries; provided, however,
concurrently with the delivery of the officer’s certificate required by Section
7.2(b), for purposes of calculating compliance with the financial covenants
hereof, Borrower shall also deliver to Administrative Agent statements
reflecting on a combined basis the consolidating entries pertaining to the
Australian Consolidated Entities, on the one hand, and HSCC and HSCHC on the
other hand, in each case in form and substance satisfactory to the
Administrative Agent.”


 


(e)                                  Section 4.2.                                Section 4.2(d) of the
Credit Agreement is hereby amended by inserting “Group,” after the words “No
later than the Business Day following receipt by Holdco I, Holdco II,” found at
the beginning of such section.


 


(f)                                    Section 4.2.                                Section 4.2(e) of the
Credit Agreement is hereby amended by adding “(i)” immediately following the
phrase “Notwithstanding the foregoing,” in the third sentence thereof and by
adding the following new language immediately at the end of such third
sentence:


 


“, (ii) in the
event that the Borrower has made the Minimum Term B Prepayment, Borrower may
retain an amount of net cash proceeds of Permitted Junior Debt received on or
prior to December 31, 2003, in excess of the sum of the amount of Minimum Term
B Prepayment plus the Permitted Polymers Notes Repurchase Amount, as
contemplated by clause (i) of this sentence, solely for application as
follows:  (a) The first $30 million of
such excess net cash proceeds shall be applied to reduce the loans outstanding
under the Priority Credit Agreement; and


 

















 


(b) the next
$25 million of such excess net cash proceeds may be retained by the Borrower
for investments to be made on or before December 31, 2003 permitted by Section
8.7(g)(ii), provided  that, pending such investments such
amount shall be applied to reduce outstanding revolving loans (to the extent
revolving loans are then outstanding) under the Priority Credit Agreement with
any such amount not so invested before December 31, 2003 to be applied on
December 31, 2003 to the prepayment of Term Loans in the manner set forth in Section
4.3(a); and (iii) in the event that the Borrower has prepaid all Term B
Loans, has prepaid at least $55 million in principal amount of Term A Loans in
direct order of maturity, has purchased or redeemed all outstanding Polymers
Notes and has prepaid $30 million of loans under the Priority Credit Agreement
as contemplated in clause (ii)(a) above, then any additional net cash
proceeds of Permitted Junior Debt received on or prior to December 31, 2003 may
be retained by the Borrower and applied on or before December 31, 2004 to
purchase and/or repay, at the Borrower’s option (A) the principal and accrued
interest under the Horizon Subordinated Note and/or (B) principal and interest
under the Senior Subordinated Notes in each case, to the extent permitted by Section
8.4; provided  that, pending such repayment or replacement of
the Horizon Subordinated Note and/or Senior Subordinated Notes, the amounts
intended for such purpose shall be applied to reduce outstanding revolving
loans (to the extent revolving loans are then outstanding) under the Priority
Credit Agreement with any such amount not so applied before December 31, 2004
to be applied on or before December 31, 2004 to the prepayment of Term Loans in
the manner set forth in Section 4.3(a).”


 


(g)                                 Section 4.2.                                Section 4.2(f) of the
Credit Agreement is hereby amended by inserting “Group,” after the words “No
later than the Business Day following receipt by Holdco I, Holdco II,” found at
the beginning of such section.


 


(h)                                 Section 4.3.                                Section 4.3(a) of the
Credit Agreement is hereby amended by inserting the following after the first
sentence thereof:


 


“provided,
further, however, in the case of prepayments of the Loans made
following the prepayment in full of all Term B Loans with the net cash proceeds
of Permitted Junior Debt received on or prior to December 31, 2003, the first
$55 million of such proceeds shall be applied to the Scheduled Term A Loans
Principal Payments in order of maturity and thereafter such prepayments shall
be applied to the remaining Scheduled Term A Loans Principal Payments in
inverse order of maturity.”


 


(i)                                    Section 8.4.                                Section 8.4 of the Credit
Agreement is hereby amended by adding the following new language immediately at
the end of subclause (y) of the final proviso thereof “and the Senior
Subordinated Notes and Horizon Subordinated Note may be redeemed, repurchased
or refinanced with the proceeds of Permitted Junior Debt to the extent that
such proceeds are permitted to be so applied by Section 4.2(e)”.


 

















 


(j)                                    Section 8.7.                                Section 8.7(g) of the
Credit Agreement is hereby amended by adding “(i)” to the beginning thereof and
by adding the following clause before the semicolon at the end of such Section:


 


“plus,
(ii) in the event the Minimum Term B Prepayment has been made, Borrower may, to
the extent permitted by Section 4.2(e), use net cash proceeds of
Permitted Junior Debt to make Investments in HF II Australia Holdings Company
LLC, Huntsman Australia Holdings Corp., HCPH Holdings Pty Limited or Huntsman
Chemical Australia Unit Trust or any of their Subsidiaries in an aggregate
amount not to exceed $25,000,000 provided that the proceeds of such Investments
shall be used to prepay Indebtedness (and in the case of revolving loans
permanently reduce the commitments thereunder);”


 


(k)                                Section 8.17.                         Section 8.17 of the Credit Agreement
is hereby amended by adding the following clause to the end thereof:


 


“provided that
following the date of the Minimum Term B Prepayment, Borrower and its
Restricted Subsidiaries may make charitable contributions in an aggregate
amount not in excess of $2,000,000 per year.”


 


(l)                                    Schedule 8.15                   The Credit Agreement is hereby amended by
adding the following items to Schedule 8.15 in the appropriate categories found
therein:


 


•                  Obligations of HSCC or HSCHC under
guarantees of Permitted Junior Debt of the Borrower to the extent such
guarantees constitute Permitted Junior Debt.


 


•                  Liens securing Permitted Junior Debt of the
Borrower, which Liens are expressly subordinated to the Liens securing the
Obligations.


 


SECTION 3.                     REPRESENTATIONS
AND WARRANTIES


 


3.1.                                      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 Second 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 4.                     CONDITIONS
PRECEDENT


 


4.1.                                      Conditions
to Effectiveness of Amendment.  This Agreement (other than the provisions of
Sections 2.1(f) and (i) hereof) 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.


 

















 


(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 Second Amendment to the Priority Credit Agreement.


 


(c)                                  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 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.


 


(d)                                  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.


 


(e)                                  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.


 


(f)                                    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.


 


(g)                                 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.


 


4.2.                                      Additional Conditions to Effectiveness of
Certain Sections.                    (a) Section  2.1(f) of this Amendment shall become
effective upon (i) satisfaction of the conditions precedent set forth in Section
4.1 hereof, and (ii) the execution and delivery of this Agreement by
Lenders holding 66-2/3% of all Loans; and (b) Section 2.1(i) of this
Amendment shall become effective upon (x) satisfaction of the conditions
precedent set forth in Section 4.1 hereof and (y) the execution and
delivery of this Agreement by the Supermajority Lenders.


 


SECTION 5.                     MISCELLANEOUS


 


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


 


(a)                                  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.


 

















 


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


 


(c)                                  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.


 


(d)                                  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.


 


(e)                                  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.


 


(f)                                    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.


 


(g)                                 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/  Marco Orlando

  	
   

  
	
   

  	
  Name:

  	
  Marco Orlando

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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 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
4.1(c)(1) of the Second Amendment to Amended and Restated Credit Agreement,
dated as of May 20, 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    th day of May, 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 Second 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 Second 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

  
	
   

  
	
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PETROSTAR INDUSTRIES LLC


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: