Exhibit 10.18


 


SECOND
AMENDMENT

TO REVOLVING CREDIT AGREEMENT


 


THIS SECOND AMENDMENT TO
REVOLVING 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 (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 (the “Credit
Agreement”).


 


WHEREAS, the undersigned
desire 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 1.2.                                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



 


A-1

















 


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.”


 


(b)                                  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)
of the Amended and Restated Credit Agreement”.


 


(c)                                  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 Senior Debt
Prepayment has been made, Borrower may, to the extent permitted by Section 4.2(e)
of the Amended and Restated Credit Agreement, 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);”


 


(d)                                  Section 8.16.
Section 8.16 of the Credit Agreement is hereby amended by adding the
following clause to the end thereof:


 


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


 


(e)                                  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, 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 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 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 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 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.


 


(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 shall become effective upon
satisfaction of the following conditions precedent (the “Effective Date”):


 


(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 the “Required Lenders” (as such
term is defined in the Amended and Restated Credit Agreement) shall have executed
and delivered that certain Second Amendment to the Amended and Restated 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
each 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 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;
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 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.


 


(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.


 


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 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.


 


(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
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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN PETROCHEMICAL

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Sean
  Douglas

  	
   

  
	
   

  	
  Name:

  	
   Sean Douglas

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
					



 


 


Second 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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  
						



 

















 


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 Second Amendment to Revolving Credit Agreement,
dated as of May     , 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
May, 2003.


 


 


	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
   

  



 

















 


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 Second 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
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 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 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: