Exhibit 10.11


 


AMENDED AND RESTATED

SUBORDINATED PROMISSORY NOTE


 


THIS
AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE AND THE INDEBTEDNESS AND
OBLIGATIONS OF HUNTSMAN CORPORATION HEREUNDER, SHALL BE SUBORDINATE AND JUNIOR
TN RIGHT OF PAYMENT TO ALL SENIOR INDEBTEDNESS (AS DEFINED IN THAT CERTAIN
SUBORDINATION AGREEMENT DATED AS OF THE DATE HEREOF AMONG HUNTSMAN CORPORATION,
HORIZON VENTURES, L.C. AND BANKERS TRUST COMPANY AS ADMINISTRATIVE AGENT (THE
“SUBORDINATION AGREEMENT”)) ON THE TERMS AND CONDITIONS SET FORTH IN TUE
SUBORDINATION AGREEMENT.


 


 


	
  U.S.
  $25,000,000

  	
   

  	
  July 2, 2001

  



 


FOR VALUE RECEIVED, the undersigned, HUNTSMAN
CORPORATION, a Utah corporation (“Huntsman”), hereby promises and agrees to pay
to the order of HORIZON VENTURES, L.C., a Utah limited liability company, at
500 Huntsman Way, Salt Lake City, Utah 84108, or at such other place as the
holder hereof may designate in writing, the principal sum of TWENTY-FIVE
MILLION UNITED STATES DOLLARS (US$25,000,000), together with interest provided for
below, payable at the times and in the manner set forth below.


 


1.             Except
as is otherwise provided in the following paragraphs of this Amended and
Restated Subordinated Promissory Note, from and after July 2, 2001
(hereinafter referred to as the “Start Date”) interest shall accrue on (a) the
unpaid principal balance outstanding under this Note and (b) all accrued and
unpaid interest under this Amended and Restated Subordinated Promissory Note,
at the rate of FIFTEEN PERCENT (15%) per annum, compounded annually.


 


2.             Principal
and interest hereunder shall be due and payable on the earlier of:  (a) the tenth anniversary of the Start Date;
or (b) repayment in full in cash (whether by refinancing, in connection with a
sale of interests in Huntsman, or otherwise) of all indebtedness of Huntsman
under the following facilities (as amended, modified, or restated from time to
time):  (1) that certain Second Amended
and Restated Credit Agreement dated as March 30, 2000, by and among
Huntsman, as Borrower, Bankers Trust Company, as Administrative Agent, and the
financial institutions from time to time party thereto (as the same has been
and may hereafter be amended, restated, modified, or supplemented) (the “Credit
Agreement”); (ii) that certain Amended and Restated Term Loan Agreement dated
as of March 30, 2000, among Huntsman, as Borrower, Bankers mist Company,
as Agent, and the financial institutions from time to time party thereto (as
the same has been and may hereafter be amended, restated, modified, or supplemented)
(the “Term Loan Agreement” and, together with the Credit Agreement, the “Senior
Indebtedness”); (iii) that certain Indenture dated as of December 2, 1998,
among Huntsman, as Issuer, the Guarantors named therein, and the Bank of New
York, as successor Trustee to Chase Manhattan Trust Company, N.A., and PNC
Bank, National Association (as the same has been and may hereafter be amended,
restated, modified, or supplemented) (the “First Indenture”); and (iv) that
certain Indenture dated as of July 10, 1997, among Huntsman, as Issuer,
the Guarantors named therein, and the Bank of New York, as successor Trustee to
Chase Manhattan Trust Company, N.A., and PNC Bank, National Association (as the
same has been and may hereafter be amended, restated, modified, or supplemented)
(the “Second Indenture”); or (c) commencement by Huntsman of a voluntary case
or proceeding under Title 11, United States Code or any similar federal, state,
or foreign law fur the relief of debtors with respect to itself or Huntsman’s
acquiescence in or consent to the institution of a bankruptcy or an insolvency
proceeding against it, or the making by Huntsman of a general assignment for
the benefit of its creditors.  Principal
and interest shall be payable only in lawful money of the United States of
America.


 

















 


3.             This
Amended and Restated Subordinated Promissory Note is subordinate and junior in
right of payment to all indebtedness of Huntsman and its affiliates under the
Senior Indebtedness in the manner set forth in the Subordination Agreement.  This Amended and Restated Subordinated
Promissory Note is pari passu
(and not superior or senior) in right of payment to all indebtedness of
Huntsman under each of the First Indenture and the Second Indenture.


 


4.             Subject
to the provisions of paragraph 3 above, the principal outstanding under this
Amended and Restated Subordinated Promissory Note may be prepaid, in whole or
in part, at any time without prepayment premium or charge.  Each payment made under this Amended and
Restated Subordinated Promissory Note shall be allocated and applied first to
accrued and unpaid interest and then in reduction of principal.


 


5.             All
past due (whether by acceleration or in due course) principal and interest
shall bear interest at the rate of SEVENTEEN PERCENT (17%) per annum (the
“Default Rate”), both before and after judgment.  Except where the context makes clear that some other meaning is
intended, in any case where a provision of this Amended and Restated
Subordinated Promissory Note refers to interest or to an interest rate, and
does not refer to the “Default Rate,” the intention is to refer to the interest
called for by paragraph 1 of this Amended and Restated Subordinated Promissory
Note, at the rate specified in such paragraph 1.


 


6.             In
the event that any payment under this Amended and Restated Subordinated
Promissory Note is not made at the time and in the manner required (whether
before or after maturity), or in the event that any default occurs under any
other instrument evidencing, securing, or relating to the obligations evidenced
by this Amended and Restated Subordinated Promissory Note, or in the event that
the holder hereof is made or becomes a party to or creditor or claimant in any
litigation or insolvency, bankruptcy, reorganization, or rehabilitation proceeding
in any way relating to or involving the undersigned, this Amended and Restated
Subordinated Promissory Note, or any document evidencing, securing, or relating
to this Amended and Restated Subordinated Promissory Note, the undersigned
shall pay any and all costs and expenses (regardless of the particular thereof
and whether incurred before or after the initiation of suit or before or after
judgment), including, but not limited to, attorneys’ fees, which may be
incurred by the holder hereof in connection with the enforcement or protection
of any of its rights or interests or otherwise in connection with any such
litigation or proceeding.


 


7.             The
undersigned and all sureties, guarantors, and endorsers hereof severally waive
presentment for payment, demand, and notice of dishonor and nonpayment of this
Amended and Restated Subordinated Promissory Note, and consent to any and all
extensions of time, renewals, waivers, or modifications that may be granted by
the holder hereof with respect to the payment or other provisions of this
Amended and Restated Subordinated Promissory Note, and to the release of any
security, or any part thereof, with or without substitution.


 


8.             Notwithstanding
any other provision contained in this Amended and Restated Subordinated
Promissory Note or in any other instrument evidencing, or securing, or relating
to the obligations evidenced hereby: 
(a) the rates of interest, the charges, and the other consideration
provided for herein and therein shall in no event exceed the rates, charges,
and consideration which result in interest being charged at a rate equaling the
maximum (if any) allowed by applicable law; and (b) if; fur any reason
whatsoever, the holder hereof ever receives in connection with the transaction
of which this Amended and Restated Subordinated Promissory Note is a part an
amount which would result in interest being charged at a rate exceeding the
maximum (if any) allowed by applicable law, such amount or portion thereof as
would otherwise be excessive interest shall automatically be applied toward
reduction of the unpaid principal balance then outstanding under this Amended
and Restated Subordinated Promissory Note and not toward payment of interest or
other consideration for the extension of credit.


 


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9.             This
Amended and Restated Subordinated Promissory Note shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to any of the conflicts of laws rules thereof:


 


10.           This
Amended and Restated Subordinated Promissory Note replaces in its entirety that
certain Subordinated Promissory Note dated as of July 2, 2001 by Huntsman
in favor of Horizon Ventures, L.C.


 


IN WITNESS WHEREOF, this Amended and Restated
Subordinated Promissory Note has been executed by the undersigned as of the day
and year first above written.


 


	
   

  	
  HUNTSMAN
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel D. Scruggs

  	
   

  
	
   

  	
  Name:

  	
  Samuel D. Scruggs

  	
   

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  	
   

  



 


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