Exhibit
10.17


 


FIRST AMENDMENT

TO REVOLVING CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO
REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of April 25,
2003, is made by and among Huntsman LLC, a Utah limited liability company
formerly known as Huntsman Company LLC (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, Holdco II is
contemplating entering into a Mezzanine Financing (as such term is defined in
the Amended and Restated Credit Agreement, a “Mezzanine Financing”), and
the investors in such Mezzanine Financing have required as a condition to
closing the Mezzanine Financing that certain financial covenants in the Credit
Agreement be amended.


 


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


 


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


 


SECTION
1.       DEFINITIONS


 


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


 


 


A-1

















 


SECTION
2.       AMENDMENTS TO CREDIT AGREEMENT


 


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


 


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


 


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


 


(b)           Section 1.1.           The definition of
“Applicable Margin Period” is hereby amended by replacing the proviso at the
end of such definition with the following:


 


provided,
that the first Applicable Margin Period shall commence on the first Business
Day of the month following the delivery of the financial statements in respect
to the period ending on June 30, 2003.


 


(c)           Section 1.1.           The definition of
“Pricing Grid” is hereby amended by replacing the proviso that follows the
chart in such definition with the following:


 


provided,
that, notwithstanding the foregoing, (a) if the Borrowers shall fail to deliver
the financial statements that are required to be delivered pursuant to Section
7.1(a) or 7.1(b), from the date which is three Business Days after
the date on which such financial statements were so required to be delivered
until the date of actual delivery thereof, and (b) from the Mezzanine Closing
Date until the day preceding the Start Date of the following Applicable Margin
Period, the Applicable Base Rate Margin and Applicable Eurocurrency Margin
shall be a percentage per annum equal to the applicable percentage amount set
forth above with respect to Level 1.  If
a Default or an Event of Default shall exist at the time any reduction in the
Applicable Base Rate Margin and Applicable Eurocurrency Margin is to be
implemented, that reduction shall be deferred until the date on which such
Default or Event of Default is cured or waived and at all times during the
existence of such Default or Event of Default, the Applicable Base Rate Margin
and Applicable Eurocurrency Margin shall be a percentage per annum equal to the
applicable percentage amounts set forth above with respect to Level 1.


 


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


 

















 


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


 


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


 


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


 


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


 


(f)            Section 8.5.           Section 8.5(b) of
the Credit Agreement is hereby amended by inserting the parenthetical “(as such
term is defined in the Amended and Restated Credit Agreement)” following the
words “Net Offering Proceeds” found in the second sentence of such section.


 


(g)           Section 8.22.        The following is
hereby added to the Credit Agreement as Section 8.22:


 


8.22        Minimum Excess Availability.          No Borrower shall permit
Minimum Excess Availability to be less than $70,000,000 at any time during the
period beginning on the Mezzanine Closing Date and ending on the date when
Borrowers deliver to Administrative Agent the certificate in the form of Exhibit
7.2(b)-2 of the Credit Agreement for the period ending March 31, 2004.


 


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


 


 


	
  Date

  	
   

  	
  Ratio

  	
   

  
	
  Closing
  Date - March 31, 2003

  	
   

  	
  8.25

  	
   

  
	
  April
  1, 2003 - June 30, 2003

  	
   

  	
  n/a

  	
   

  
	
  July
  1, 2003 - September 30, 2003

  	
   

  	
  n/a

  	
   

  
	
  October
  1, 2003 - December 31, 2003

  	
   

  	
  n/a

  	
   

  
	
  January
  1, 2004 - March 31, 2004

  	
   

  	
  8.50 to 1.0

  	
   

  
	
  April
  1, 2004 - June 30, 2004

  	
   

  	
  7.50 to 1.0

  	
   

  
	
  July
  1, 2004 - September 30, 2004

  	
   

  	
  6.00 to 1.0

  	
   

  
	
  October
  1, 2004 - December 31, 2004

  	
   

  	
  4.75 to 1.0

  	
   

  
	
  January
  1, 2005 - June 30, 2005

  	
   

  	
  3.75 to 1.0

  	
   

  
	
  July
  1, 2005 - and thereafter

  	
   

  	
  3.25 to 1.0

  	
   

  



 

















 


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


 


	
  Date

  	
   

  	
  Ratio

  	
   

  
	
  Closing
  Date - March 31, 2003

  	
   

  	
  1.30 to 1.0

  	
   

  
	
  April
  1, 2003 -  June 30, 2003

  	
   

  	
  1.10 to 1.0

  	
   

  
	
  July
  1, 2003 - September 30, 2003

  	
   

  	
  1.00 to 1.0

  	
   

  
	
  October
  1, 2003 - December 31, 2003

  	
   

  	
  1.25 to 1.0

  	
   

  
	
  January
  1, 2004 - March 31, 2004

  	
   

  	
  1.40 to 1.0

  	
   

  
	
  April
  1, 2004 - June 30, 2004

  	
   

  	
  1.60 to 1.0

  	
   

  
	
  July
  1, 2004 - September 30, 2004

  	
   

  	
  1.80 to 1.0

  	
   

  
	
  October
  1, 2004 - December 31, 2004

  	
   

  	
  2.25 to 1.0

  	
   

  
	
  January
  1, 2005 - June 30, 2005

  	
   

  	
  2.50 to 1.0

  	
   

  
	
  July
  1, 2005 - and thereafter

  	
   

  	
  2.75 to 1.0

  	
   

  



 


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


 


 


	
  Date

  	
   

  	
  Ratio

  	
   

  
	
  Closing
  Date - March 31, 2003

  	
   

  	
  0.85 to 1.0

  	
   

  
	
  April
  1, 2003 -  June 30, 2003

  	
   

  	
  n/a

  	
   

  
	
  July
  1, 2003 - September 30, 2003

  	
   

  	
  n/a

  	
   

  
	
  October
  1, 2003 - December 31, 2003

  	
   

  	
  n/a

  	
   

  
	
  January
  1, 2004 - March 31, 2004

  	
   

  	
  0.75 to 1.0

  	
   

  
	
  April
  1, 2004 - June 30, 2004

  	
   

  	
  0.80 to 1.0

  	
   

  
	
  July
  1, 2004 - September 30, 2004

  	
   

  	
  0.90 to 1.0

  	
   

  
	
  October
  1, 2004 - December 31, 2004

  	
   

  	
  1.00 to 1.0

  	
   

  
	
  January
  1, 2005 - and thereafter

  	
   

  	
  1.25 to 1.0

  	
   

  



 


 


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


 


9.4          Capital Expenditures.         Permit, nor permit
any of its Restricted Subsidiaries to, make any Consolidated Capital
Expenditures, except that the Company and its Restricted Subsidiaries may make
such Consolidated Capital Expenditures (i) during 2002, not in excess of an
amount equal to $85,000,000;


 

















 


(ii) during 2003, not in
excess of an amount equal to $100,000,000 plus Permitted Turnaround Capital
Expenditures, provided, however, that prior to June 30, 2003,
Consolidated Capital Expenditures for 2003 may not exceed $60,000,000 plus
Permitted Turnaround Capital Expenditures; (iii) during each Fiscal Year
thereafter and until payment in full of all Obligations hereunder, not in
excess of an amount equal to $100,000,000 plus Permitted Turnaround Capital
Expenditures; provided, however, that, to the extent that the
Company consummates the Minimum Senior Debt Prepayment, the Company and its
Restricted Subsidiaries may make Consolidated Capital Expenditures in each
Fiscal Year commencing on January 1, 2004 in an amount equal to $135,000,000
plus Permitted Turnaround Capital Expenditures; provided, further,
however, to the extent Consolidated Capital Expenditures referred to in clause
(ii) and clause (iii) for any Fiscal Year are less than the amount
allowable for such Fiscal Year, the difference thereof may be carried forward
to the immediately following fiscal year in an amount not to exceed
$10,000,000.


 


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


 


SECTION
3.         CONSENT


 


The undersigned Lenders, constituting the Required
Lenders, hereby


 


(a) consent to and authorize the Administrative Agent
to enter into an amendment of the Holdco Agreement in order to (i) add [Newco]
as a Holdco Party, (ii) permit the Holdco Parties to take actions necessary to
effect the Vantico Transaction, (iii) permit any Holdco Party to enter into a
tax sharing agreement related to the structural changes arising out of the
Vantico Transaction and approved by the Administrative Agent, (iv) permit
Holdco I, Holdco II and/or [Newco] to establish a management incentive program,
(v) permit Holdco II to grant a security interest in the Capital Stock of the
Borrower to secure the Mezzanine Financing and (vi) make such other changes to
the Holdco Agreement as are necessary to effect the foregoing, and


 


(b) authorize the Administrative Agent, upon HF II
Australia Holdings Company LLC’s redesignation as an Unrestricted Subsidiary,
to (i) release its Lien on the assets of HF II Australia Holdings Company LLC
held as Collateral and (ii) release HF II Australia Holdings Company LLC from
its obligations under the Subsidiary Guarantee Agreement to which it is a
party.


 


SECTION
4.     REPRESENTATIONS AND WARRANTIES


 


4.1.           Representations and
Warranties.  In order to induce the Administrative Agent
and the Lenders to enter into this Agreement, 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 First 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
5.       CONDITIONS PRECEDENT


 


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


 


(a)           Execution
and Delivery of Agreement.  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 First Amendment to the Amended and Restated
Credit Agreement.


 


(c)           Execution
and Delivery of First Amendment to Holdco Agreement.   The “Holdco
Parties” (as defined in the Holdco Agreement), HSCC, the Administrative Agent
and the administrative agent under the Amended and Restated Credit Agreement
shall have executed and delivered that certain First Amendment to the Holdco
Agreement.


 


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


 


(1)           Officer’s
Certificate.  A bringdown certificate of an officer of
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 (other than the proposed Vantico Transaction
and the proposed Mezzanine Financing) and by the other Loan Documents and
otherwise referred to herein or therein shall have been obtained and remain in
effect, and all applicable waiting periods shall have expired without any
action being taken by any competent authority which restrains, prevents or
imposes materially adverse conditions upon the consummation of all or any part
of this Agreement or the other transactions contemplated by the Loan Documents
and otherwise referred to herein or therein. 
Additionally, there shall not exist any judgment, order, injunction or
other restraint issued or filed or a hearing seeking injunctive relief or other
restraint pending or notified prohibiting or imposing materially adverse
conditions upon all or any part of this Agreement, the transactions
contemplated hereunder or by the Loan Documents;


 


(4)           Litigation.  No litigation by any entity (private or
governmental) shall be pending or, to the best knowledge of 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.


 


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


 


(h)           Other
Matters.  The Administrative Agent shall have received
such other instruments and documents as the Administrative Agent or the Required
Lenders may reasonably request in connection with the execution of this
Agreement, and all such instruments and documents shall be reasonably
satisfactory in form and substance to the Administrative Agent.


 


5.2.         Additional Conditions to Effectiveness of
Certain Sections.       Sections 2.1(b),
2.1(c), 2.1(d), 2.1(g), 2.1(h), 2.1(i), 2.1(j)
and 2.1(k) shall become effective upon (a)


 

















 


satisfaction
of the conditions precedent set forth in Section 5.1 hereof, (b) the
occurrence of the Mezzanine Closing Date, which date shall occur no later than
June 30, 2003, and (c) payment by the Borrowers of the Second Amendment Fee
described in Section 6.1(a) of this Agreement.


 


SECTION
6.     MISCELLANEOUS


 


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


 


(a)           Fees,
Costs, Expenses and Taxes.  The Borrowers agree to pay to the
Administrative Agent on behalf of each Lender which has executed and delivered
this Amendment on or prior to 3:00 p.m. E.D.T. on April 25, 2003, an amendment
fee (the “First Amendment Fee”) of 0.10% of the Commitments, which First
Amendment Fee shall be paid on or prior to the Effective Date.  The Borrowers shall pay to the
Administrative Agent on behalf of each Lender which has executed and delivered
this Amendment on or prior to 3:00 p.m. E.D.T. on April 25, 2003, a second
amendment fee (the “Second Amendment Fee”) of 0.15% of the Commitments,
which Second Amendment Fee shall be paid on or prior to the Mezzanine Closing
Date.  The First Amendment Fee shall be
fully earned as of the date of this Agreement, and the Second Amendment Fee
shall be fully earned as of the Mezzanine Closing Date.  The 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/ 
  Mary Jo Jolly

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  
								



 


 


First 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

  	
   

  
										



 


 


First Amendment to
Revolving


Credit Agreement


 

















 


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
5.1(d)(1) of the First Amendment to Revolving Credit Agreement, dated as of
April 25, 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 25th day of April, 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 First 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: